Draft law on external administration submitted to the Russian Parliament
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On April 12, 2022, the group of Russian deputies presented the revised draft law on external administration to the Russian Parliament. The new draft significantly differs from the one which was broadly discussed in mass media in March.
Which companies can be influenced by external administration?
The external administration can be established for the companies that meet both criteria:
- Are under control of individuals related to “unfriendly” countries or have shareholders related to “unfriendly” countries who directly or indirectly hold at least 25% shares; and
- Have considerable importance for the stability of the economics and market and the security of consumers’ rights and interests in Russia or particular regions of Russia.
The significant importance of a company can be established if one of the seven indices listed in the draft law is present.
These indices include for instance being the only supplier of certain goods or when the moratorium of operations can lead to destabilization of the economic situation and significant price growth.
The special committee which will be authorized to decide on the submission of the application of external administration may in particular cases declare that a particular business meets the criteria of significant importance even if none of the listed indices is present.
- External administration can be applied to branches of foreign companies;
- External administration cannot be applied to the companies whose beneficial owners are the Russian Federation or Russian citizens not related to the “unfriendly” countries even if the shareholding structure includes companies from “unfriendly” countries.
When can the external administration be introduced?
The external administration can be introduced upon a court judgment in one of the following cases:
- The management of the company was de facto suspended (including cases when the general director has left Russia after February 24, 2022);
- The managers or shareholders of the company have performed some actions which may lead to activities suspension, liquidation, or insolvency of a company (including cases when such persons have made relevant public announcements on suspension of activities);
- The companies’ activities were closed or suspended completely or partially, including the cases when the revenue for the last three months decreased by at least 30% compared to the previous three months or the same months in the previous year;
- Keeping the process of the company without external management may lead to the threat of occurrence of termination or suspension of activities as mentioned above;
- Elimination of grounds for the introduction of external administration can be performed only at the cost of the budget of the Russian Federation or its region.
For which term the external administration will be established?
The external administration can be introduced for the term of 18 months. In the previous draft, the term was 3 or 6 months depending on the reason for the introduction. In certain cases, the external management can be terminated if the shareholders prove that the company resumes its activities or the shares will be sold to shareholders not related to “unfriendly” countries.
What are the consequences of the external administration?
The external administration can be established in form of trust management of the shares of the involved company or the form of transfer of the parts of the general director to the external manager.
In certain cases, the first option can be switched to the second option. In the course of the external management, the assets of the company will be moved to a newly established subsidiary of such a company.
The shares of such a new subsidiary will be sold in the auction, whereby the purchase price deducted from all costs and expenses incurred due to the external management will be transferred to the initial shares of the company for which external management was established.
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