Corporate Law

A two-day seminar for corporate lawyers who handle a company's internal corporate affairs.

Who it is for

In-house lawyers responsible for the documents of general meetings of members and general meetings of shareholders and of the board of directors (supervisory board), and for supporting corporate procedures and transactions.

Why this seminar

Legislation on legal entities changes regularly, and case law on corporate disputes evolves quickly. Approaches to supporting corporate transactions and procedures are changing as well. The seminar reviews key changes in corporate legislation, major trends in case law and practical problems, and discusses possible solutions and typical mistakes. It helps participants update and deepen their knowledge of corporate law in a structured way.

Seminar objectives

• study new provisions of Russian civil and corporate legislation, as well as gaps and contradictions in current rules;
• find lawful and practically applicable solutions to real corporate situations;
• analyze court decisions and other enforcement practice on the subject;
• expand knowledge of corporate law and corporate relations;
• streamline approaches to the company's internal corporate work and to resolving corporate disputes.

Program content

Day 1

Module 1. General provisions on legal entities

• Charter of a legal entity, model charters
• Requirements for charter capital
• Commercial and non-profit organizations
• The issue of affiliation
• Public and non-public joint-stock companies
• Reorganization of legal entities
• Liquidation of legal entities
• The system of legal forms of non-profit organizations

Module 2. Corporate governance: general provisions

• The concept and purpose of corporate governance and its importance for owners, the company and other stakeholders. Public and non-public companies.
• Relations between owners and management: the agency conflict.
• International models of corporate governance and the specifics of corporate governance in Russia. The international and Russian regulatory framework: regulatory trends, corporate governance codes, and requirements for companies in this area.
• The system of a company's internal corporate documents.

Module 3. The board of directors as the core of corporate governance

• The concept and features of a body of a joint-stock company.
• Governance models for a joint-stock company.
• "Competence," "authority" and "function" in joint-stock company legislation: how the concepts relate.
• Legal techniques and procedure for defining the competence of a joint-stock company's governing bodies.
• Transferring matters from the competence of one governing body to another: practice.
• Governing bodies in companies with a single member (shareholder).
• The general meeting of shareholders, the board of directors (supervisory board) and executive bodies: powers, liability, and current regulatory issues in theory and practice.
• The purpose and functions of the board of directors; board models.
• Composition and structure of the board: executive, non-executive and independent directors; requirements considered when assessing the quality of corporate governance.
• Rights, duties and liability of board members; liability insurance.
• The role of the chair of the board of directors.
• Organizing the board's work; the work plan.
• Interaction between the board and management; dividing competence between the board of directors and the collegial executive body.
• Evaluation and remuneration of board members.

Module 4. Securities as objects of civil rights. Overview of the Russian Civil Code and the Federal Law “On the Securities Market”

• General provisions on securities
• Uncertificated securities
• Liability for the validity of rights under a security
• Transfer of rights to securities and creation of encumbrances
• Protection of the violated rights of rightholders
• Restoration of rights under securities
• Recovery of uncertificated securities

Day 2

Module 5. Corporate law in LLCs and JSCs

Establishing an LLC: the incorporation procedure and the charter.

Rights and obligations of LLC members

• Core and additional rights and obligations of a member
• Expulsion of a member from the company
• Withdrawal of a member from the company
• Contributions to the company's property

Transfer of an interest (part of an interest) in an LLC's charter capital to other members and third parties

• Sale or other disposal of an interest (part of an interest) to another member (members) of the company
• Sale or other disposal of an interest (part of an interest) to third parties
• Mechanisms for exercising the pre-emptive right of members and the company to purchase an interest
• Transfer of an interest by inheritance, universal succession and on other legal grounds

Governing bodies of an LLC

• Choosing a governance model
• Types of governing bodies and how they are formed
• Governing bodies in a single-member company
• Procedure for defining the competence of governing bodies
• The general meeting of members: organizing its work and adopting resolutions
• The company's board of directors (supervisory board)
• Sole and collegial executive bodies
• Management company (manager): theory and practice

Workshop: comparative analysis and contentious issues

• Comparison of the legal status of LLCs and JSCs under Russian law (securities market regulation is not covered in this block)
• Property relations between a corporation and its members (shareholders), and among the members themselves
• Competence of corporate bodies and the consequences of bodies (usually executive ones) exceeding their authority
• Procedure for a member's disposal of an interest in the charter capital
• Spousal consent to the disposal of an LLC interest or JSC shares
• Corporate relations between parent and subsidiary companies: management and liability
• Limits of liability of LLC members and JSC shareholders for the company's debts
• Decision-making by the corporation's supreme body, including when increasing an LLC's charter capital
• Corporate raiding and ways to protect against it

Module 6. Antitrust control in corporate law

Affiliated persons and groups of persons. Control of economic concentration by the antitrust authority. Control of transactions with interests in charter capital and shares under Russian competition law.

Module 7. Procedural aspects of hearing corporate disputes

• Corporate disputes under the Russian Arbitrazh Procedure Code: jurisdiction of arbitrazh (commercial) courts and resolution of disputes by arbitral tribunals; arbitration clauses in a legal entity's charter and contracts
• Jurisdiction over corporate disputes: exclusive and contractual jurisdiction, attempts to artificially change jurisdiction
• Preparing documents for court
• Interim measures in corporate disputes