The simple majority
the Group of United Russia party members led by Victor Pleskachevsky has introduced in the Duma the billGroup of United Russia party members led by Victor Pleskachevsky has introduced the bill according to which strategically important decisions should be accepted by the simple majority of members of boards of directors of joint-stock companies in the Duma.
now the law « About joint-stock companies » allows to register to founders in the charter regulations of decision-making by board of directors (supervisory board). As the head of corporate practice of the legal company « has explained; Pepeljaev, Goltsblat and partners » Anton Sitnikov, the questions which are in the competence of board of directors, can affirm as simple majority of votes present on session (50 % plus one voice), and qualified. « in the second case full freedom, &mdash is given to founders; marks g - n Sitnikov. — In my practice there were precedents when the majority necessary for acceptance was established at level 75 — 90 % from total number present ».
Deputies intend to finish with authorised raznogolositsej. They offer uniform for all joint-stock companies the scheme of the decision of strategic questions, such as definition of priority directions, executive office formation, approval of large transactions. These three positions are chosen by deputies not casually. As experts mark, these questions most of all interest raiders. « as a rule, at first they aspire to put in the head of the enterprise of the director, and then to deduce actives, making large transactions » — the leading lawyer of legal firm « explains; Private law » Diana Gusev.
to influence decisions of board of directors, it is enough to raiders to get the minimum share holding and to nominate in observant body of the member. Having got of support « At the highest levels » they can and change the company charter to own advantage. « to make so that, for example, the director was appointed as it is possible a considerable quantity of voices, — Diana Gusev explains. — then they can always block the decision inconvenient for them ».
According to the brought amendment to article 68 of the law about joint-stock company, decisions are accepted only by simple majority of votes of councillors of directors. As the assistant to the head of committee on the property Evgenie Bogomolnyj marks, such order will limit possibility of minority shareholders to block acceptance of strategic questions. « as a result bill acceptance will promote decrease in number of corporate captures and will raise a management transparency the large Russian companies » — the deputy believes. The bill obliges all joint-stock companies till October, 1st, 2007 to bring the constituent documents into accord with the new requirement.
However, according to the experts, the norm offered by deputies will not remove threat rejderskih attacks completely. « This norm will not help, if raiders have for a long time the majority of the directors in council » — Diana Gusev believes. But on the other hand, protecting joint-stock company from unfair captures, deputies thereby have deprived decent minoritariev to lobby the interests. « with acceptance of this norm of the decision under large transactions exclusively majority shareholders, &mdash will accept; director Prosperity Capital Management Alexander Branis is convinced. — Even the owner of a package in 49 % becomes deprived of civil rights and cannot affect a voting outcome. After all under the law it can have only 49 voices in board of directors ».
However Sergey Alekseev, the director of legal department Energy Consulting, considers quite justified deprivation of small shareholders of the right to block the collective decision of board of directors. « Such right in a certain measure emasculates sense of system by a majority of votes, — the expert is convinced. — new rules will promote increase of efficiency and objectivity of administrative decisions ».