Changes in corporate governance in 2024

In 2023, a draft law on anti-crisis measures for business was developed. It was extended in 2024.

In this draft law, a mechanism for regulating corporate relations was prescribed. Among them, the most important are:

• raising the share ownership threshold to 5%, which allows obtaining certain categories of information about the activities of the joint-stock company;
• the possibility of the company’s Board of Directors working in a reduced composition. It is important that a truncated meeting will be valid if at least half of the remaining members of the company’s Board of Directors participate in it;
• the ability not to form a Board of Directors for those companies that have been sanctioned.
• The bill also outlined measures related to restrictions on cooperation with unfriendly countries, as well as companies associated with them.

In this regard, the following rights are provided for the President of the Russian Federation:

• Establishment of a special procedure for transactions involving citizens of the Russian Federation and Russian legal entities with unfriendly foreign persons;
• Establishing the specifics of the legal situation, as well as the procedures for the creation, reorganization and liquidation of Russian legal entities;
• The introduction of temporary management in relation to the property of unfriendly foreign persons located in Russia;
• Introduction of a special procedure for currency regulation and currency control.
• The possibility of a number of Russian companies not to take into account the votes of co-owners from “unfriendly” jurisdictions when making corporate decisions;
• The possibility of issuing replacement bonds;
• The application of special economic measures in the financial and fuel and energy sectors.

Thus, business with foreign participation, namely, interaction with unfriendly countries, has come under the most intense attention.