The government stood up for the minority shareholders when offers of state-owned companies


The government issued a negative opinion on the draft law of the Deputy of the state Duma Alexander Medina, which he offered to relieve joint stock company from the obligation to make offers “the transfer of shares between entities under the control of the Russian Federation <…> in the result of the execution of acts of the President or acts of government.” Opinion, dated February 14, arrived in the state Duma and available in the database of the lower house. Profile Committee of the Duma of ownership it has not yet been considered, but the negative attitude of the government leaves little chance for its further passage. Moreover, the author has recently filed application for early addition of parliamentary powers (the Duma will consider this issue February 17).

Matkin submitted to the state Duma a bill on amendments to the law on joint-stock companies in July 2016. Prior to that, he never engaged in such issues. The bill was written “by “Gazprom”, said the source “Interfax” in one of the departments. In 2013 “Gazprom” has bought out from Rosneftegaz stakes in 72 regional gas distribution organizations (Gro), the former “regional gases”. According to the General rule of law “Gazprom” was obliged to expose the offer to minority shareholders of approximately half of the regional gas companies, but the monopoly refused to do, citing affiliation with “Rosneftegaz” (in such cases, the law eliminates the need to purchase). Minority shareholders of regional gas companies suing Gazprom on their side stood the Central Bank.

Controlled by the Russian Federation joint-stock companies are involved in the economy as a “separate legal entity”, freeing them from having to make a mandatory offer to minority shareholders “violates the rights of other shareholders and the unity of legal regulation”, the government has decided. In addition, the bill proposed to give retrospective effect, that is, to extend it to transactions committed before the law came into force. This would allow Gazprom to close the issue with the minority shareholders of gas distribution companies. But it is, in particular, would have led “to numerous lawsuits concerning the contestation of the previously executed transactions, including on the initiative of foreign entities that could negatively affect the investment attractiveness of the economy,” reads the opinion.

Minority shareholders of regional gas companies (their interests is LLC “Myriad Rus”) called the government review of “a victory for common sense, albeit intermediate”. “Not only that the deputies would deprive minority shareholders the only lever of influence over the Affairs inside the company, so also was the attempt to make law retroactively, which is contrary to the basic foundations of the legal state,” — said the representative of “Myriad Rus”. The representative “Gazprom” has not yet responded to the request .

With the participation of Alina Fadeeva

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