Workshop "Finding balance of interests between bona fide parties of a modern corporation"

On January 31, the HSE-Skolkovo Institute for Law & Development, and the HSE Graduate School of Law jointly organised a workshop on corporate law.

The workshop's speakers were: Deputy Minister of Justice of the Russian Federation, Associate Professor of the Chair of Civil and Entrepreneurial Law, Faculty of Law, HSE, Candidate of Law, Denis Novak; the Head of the Bank of Russia Service for Consumer Protection and Financial Inclusion, Ph.D. in Economics, Mikhail Mamuta; Deputy Head of the above-mentioned Service and Head of the Bank of Russia Application Review Branch for Minority Shareholders and Investors, Elena Sherwood.

The workshop was moderated by the leading research fellow of the HSE-Skolkovo Institute for Law & Development and Candidate of Legal Sciences at the Higher School of Economics, Kirill Molodyko.

As an experiment, an open online registration was allowed for the first time at the Graduate School of Law Faculty of the Higher School of Economics. Among those registered for the event were students and instructors of the Higher School of Economics, Lomonosov Moscow State University, Kutafin Moscow State Law University, RASHiGS, the Financial University under the Government of the Russian Federation, and VAVT.

Speakers focused on the following issues:

 

How to combine on a fair basis the rights and obligations of various owners of shares (stakes) in business companies, and societies in general?

 

What has occurred recently and what legislative changes are expected in the sphere of corporate governance?

 

What is the essence of the most important complaints addressed to the regulator in this area? How does the Bank of Russia protect minority shareholders and investors?

 

Denis Novak in his speech focused on legislative amendments in 2017 in the field of corporate governance. At the same time, he highly appreciated the new legislative provisions on the judicial appeal of major transactions and interested-party transactions. Simultaneously, he was more skeptical of the new accommodation for the provision of information to shareholders by joint-stock companies, as this sometimes imposes an excessive burden on the shareholder for the need to prove the information requirement. He also analysed promising amendments to corporate legislation contained in the government bill No. 204628-7 recently approved by the State Duma in the second reading.

Mikhail Mamuta and Elena Sherwood gave a detailed analysis of the appeals of minority citizens and investors to the Bank of Russia. It is noted that in absolute figures the number of these appeals has recently decreased. At the same time, these are less standardised appeals compared to complaints about violation of the rights of consumers of financial services - they are more time-consuming and similarly, a high degree of automation of their processing is impossible. The speakers gave detailed statistics and gave the structure of the corresponding complaints received by the regulator, and gave analysis of several real cases. Considerable attention was paid to such new methodological features of the Bank of Russia's work of "behavioral supervision" and "value judgment".

During the panel discussion, the speakers also gave positive assessment of the legislative proposals concerning the organisation of mandatory internal auditing in public joint-stock companies. At the same time, supporting the development of the institution of financial ombudsmen, the opinion of speakers spoke first that it is advisable to "smoothen out the creases" of various types of financial services and only then, at the next stage, assess the feasibility of introducing an ombudsman for corporate disputes.

In conclusion, the guests answered numerous questions from the audience.