General

Primary sources

What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?

The following acts are considered as primary sources of laws and regulations relating to shareholder activism and engagement in Russia:

  • the Civil Code of the Russian Federation (the Civil Code);
  • the Federal Law ‘On Limited Liability Companies’ (the LLC Law);
  • the Federal Law ‘On Joint-Stock Companies’ (the JSC Law);
  • the Federal Law ‘On Securities Market’ (the Securities Market Law); and
  • Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation No. 62 dated 30 July 2013 ‘On certain issues connected with recovery of losses by persons in the management bodies of a legal entity’ (Resolution No. 62).

The Civil Code was introduced by the State Duma (one of the chambers of the Russian parliament, the Federal Assembly) and it stipulates, inter alia, the general principles of regulation applicable to all legal entities established in Russia, as well as provides for shareholders’ basic rights and obligations.

The LLC Law, the JSC Law and the Securities Market Law are also acts of the State Duma. The LLC Law and JSC Law are ‘special legislative acts’ since they specifically cover issues related to the incorporation, operation (including, corporate governance, competence of the management bodies, decision making) and dissolution of LLCs and JSCs respectively. The Securities Market Law applies to Russian JSCs and, inter alia, regulates participation of shareholders in operation of the company, when such shareholders hold their shares through depositary (nominal shareholder).

Resolution No. 62 establishes principles of bringing the directors of a Russian company to liability for breach of their fiduciary duties.

The supervisory body for the JSCs and for any issues connected to the security markets is the Central Bank of Russia and the supervisory body for the LLCs is the Tax Service. In practice, however, enforcement of the shareholders’ rights is performed directly by the shareholders in courts.

Shareholder activism

How frequent are activist campaigns in your jurisdiction and what are the chances of success?

Russia may be referred to the group of countries with concentrated capital structure, in which control over a company, as a rule, belongs to one or several affiliated shareholders. Under such circumstances, the majority shareholder directly forms the management, which ensures the fulfilment of its will in the actions of the company. Therefore, an agency problem in Russia mainly arises not in a vertical (‘shareholders-management’) but in a horizontal section, in relations between majority and minority shareholders.

Taking into account the significant power of a majority shareholder, minority shareholders in Russia tend to be neutral or even passive in relation to the day-to-day management of the company. The Central Bank of Russia is considering how to stimulate shareholder activism and engagement at least in Russian public JSCs (Russian PJSC). In late 2017, it published a report with certain recommendations and suggestions on this issue aimed at the initiation of public hearings (available in Russian at www.cbr.ru/Content/Document/File/50695/Consultation_Paper_170925.pdf).

The involvement of social media in a conflict is, as a rule, not a preferable strategy for shareholder activism; generally, conflicts are resolved privately or with a help of court by challenging transactions of a Russian company or resolutions of management bodies.

How is shareholder activism generally viewed in your jurisdiction by the legislature, regulators, institutional and retail shareholders and the general public? Are some industries more or less prone to shareholder activism? Why?

The Central Bank of Russia looks positively on the promotion of activists (see question 2). Based on the results of public hearings, in March 2018, a report, with a consolidated position of representatives of banks, association of professional investors and other specialists in the corporate sphere, was prepared, which, in general, showed support for the necessity of stimulating shareholder activism (available in Russian at www.cbr.ru/content/document/file/50697/comments_180305.pdf).

Where a conflict arises, the tendency is to proceed with a private settlement; however, certain activism campaigns have sometimes become public. For instance, during the past two years, the following industries have been targeted: energy (minority shareholder of Irkutskenergo PJSC v majority shareholder on pricing within tender offer), gas industry (minority shareholders of TGK-1 PJSC v Gazprom Energoholding as a majority shareholder on amount of dividends and related party transaction), retail (minority shareholders of Magnit PJSC on appointment of their nominees to the board).

What are the typical characteristics of shareholder activists in your jurisdiction?

Activist shareholders in Russia are usually represented by minority shareholders. Russian LLCs and non-public JSCs are characterised by a very limited number of shareholders (normally up to four shareholders), which means that shareholders usually have personal relationships with each other and have more chance to co-operate in their activism strategy. Minority shareholders of PJSCs, meanwhile, never meet each other, inter alia, because of their large number, due to low engagement in operation of a company’s business and non-attendance of general shareholders’ meetings (the GSM).

Shareholders activism may be considered an effective strategy to protect interests of minority shareholders when such shareholders have a possibility to influence the decision-making process. In Russian LLCs, the vast majority of decisions are adopted by majority of votes of all the company’s shareholders and, for the limited number of issues, the LLC Law establishes the two-thirds threshold or unanimity requirement. Following this, activist shareholders (acting alone or jointly) should in aggregate own at least 16 per cent of a company’s share capital, in cases where 51 per cent is controlled by one or more affiliated persons. The distinctive feature of JSCs is that thresholds are determined on the basis of votes of shareholders participating in the meeting, rather than from the total number of company’s shareholders’ votes, that makes the prospects of affecting the decision-making process more complicated, where one or several affiliated shareholders hold a major stake.

Shareholding requirements for challenging resolutions of management bodies are described in question 10.

What are the main operational governance and sociopolitical areas that shareholder activism focuses on? Do any factors tend to attract shareholder activist attention?

As a general rule, activist shareholders are not affected by sociopolitical issues, instead they mainly scrutinise deals and transactions, resolutions and actions of management bodies, which have a direct impact on value of a Russian company (eg, major or related party transactions and transactions with key assets) or shareholding in the company.

Shareholder activist strategies

Strategies

What common strategies do activist shareholders use to pursue their objectives?

Activist shareholders initially try to use all informal means to reach a settlement privately (eg, informal meetings and discussions with involvement of a third party, including arbitrator, lawyer or simply a trusted person). Thus, it is not typical for Russian shareholders to make the corporate conflict public with the involvement of a wide audience and social media.

If these informal measures do not work, the next step will be enjoying their statutory corporate rights through participation in the GSM, making proposals to the agenda of a meeting, requesting information from a company or bringing claims in court as covered in more detail below.

Processes and guidelines

What are the general processes and guidelines for shareholders’ proposals?

In general, a shareholder of a Russian company is entitled to make a proposal within the process of preparation to a GSM. In contrast to LLCs (where each shareholder has a right to make a proposal), shareholders of a JSC are entitled to make a proposal only if they hold in aggregate not less than 2 per cent of shares that carry voting rights.

Upon receipt of a shareholder’s proposal, a management body authorised to convene a GSM shall, within five days of expiry of the deadline for directing the shareholder’s proposals, examine the proposal and decide on its inclusion in the agenda of a meeting.

The LLC Law stipulates the exhaustive list of grounds for refusal to accept the shareholder’s proposal, namely when the proposed issue:

  • does not fall within the competence of the GSM; or
  • does not comply with legal requirements.

The JSC Law establishes two additional grounds - a shareholder:

  • missed the deadline for the proposal; and
  • did not own the quantity of shares required to make a proposal.

According to the JSC Law, the shareholder must be notified on rejection of the proposal by a motivated letter within three days from the decision on rejection. The shareholder whose proposal was rejected or not included due to omission of the competent body is entitled to request the court to include its proposal in the GSM’s agenda.

GSM may only be entitled to vote on issues not included in its agenda, if all shareholders of a LLC or non-public JSC attend a meeting.

Shareholder may request the company to call an extraordinary GSM outlining the proposed agenda, if a shareholder or several shareholders acting jointly own one-tenth of aggregate votes in the company.

The competent body must then decide within five days whether to convene a meeting. In the case of a positive decision, an extraordinary GSM shall be held within 40 days for JSC (or 75 days if GSM’s agenda includes an item on appointment of members of a board of directors) and 45 days for LLC from the date of receipt of a shareholder’s requirement to call a meeting.

The authorised management body is entitled to refuse convening a meeting only if: (i) a shareholder violated the procedural requirements; or (ii) the proposed issues does not fall within the competence of GSM. Where a negative decision or no decision has been adopted, a shareholder (or shareholders), who requested a meeting, in the case of a LLC - is entitled to convene a meeting by itself and in the case of JSC- is entitled to claim in court for such a company to hold a meeting.

May shareholders nominate directors for election to the board and use the company’s proxy or shareholder circular infrastructure, at the company’s expense, to do so?

Shareholders of a Russian company may nominate their candidates to be appointed to the board at GSM convened in accordance with the procedure described in question 7. In a Russian JSC, such right belongs only to a shareholder (shareholders) who holds in aggregate not less than 2 per cent of shares that carry voting rights, while in LLCs no thresholds are established.

The shareholders may agree in the company’s charter to apply the cumulative voting system for the election of board members that strengthen the ability of minority shareholders to elect a director.

May shareholders call a special shareholders’ meeting? What are the requirements? May shareholders act by written consent in lieu of a meeting?

Shareholders may call an extraordinary (special) GSM in accordance with the procedure described in question 7.

GSM can be held in the form of voting in person or absentee voting without holding a meeting with prior submitting of voting ballots (Russian law establishes certain restrictions on issues of the agenda which cannot be resolved by absentee voting). In the latter case, the voting may be performed by the exchange of documents through postal, telephone, electronic or any other communication that ensures the authenticity of transferred and received messages and their documentary confirmation.

Litigation

What are the main types of litigation shareholders in your jurisdiction may initiate against corporations and directors? May shareholders bring derivative actions on behalf of the corporation or class actions on behalf of all shareholders? Are there methods of obtaining access to company information?

Shareholders are entitled to initiate, inter alia, the following types of civil actions against a Russian company and its management bodies:

  • challenging resolutions of company’s management bodies;
  • bringing a claim to the court to procure JSC convening the GSM (in cases described in question 7);
  • challenging company’s transactions; and
  • claiming for compensation of damages caused by controlling persons (as defined in question 11) to the company due to the actions (omissions) in breach of fiduciary duties.

In the context of challenging the GSM’s resolutions, claims may be brought only by those shareholders who voted against or did not participate in the GSM in question.

For shareholders of JSCs to bring a claim in court against company’s management bodies, the claiming shareholder (or several shareholders acting jointly) shall hold in aggregate not less than 1 per cent of issued ordinary shares of the company.

Following civil law reform that took place in Russia in 2014 the shareholders have been granted with a right to bring derivative actions acting on behalf of a Russian company in cases set out in questions 3 and 4. Resolution of the Plenum of the Supreme Court of the Russian Federation No. 25 dated June 23, 2015 additionally clarified that where litigation is successful, the damages caused to the company are awarded in favour of the company, shareholders in such cases act as company’s representatives.

Group actions (akin class actions) may be initiated by shareholders in accordance with the rules of Chapter 28.2 of the Arbitral Procedural Code of the Russian Federation. However, this instrument is not widely used in practice, since the minimum number of shareholders should be five, while, for shareholders of Russian LLCs and JSCs with concentrated capital structure, it is more practical to initiate an action with multiple claimants having their own individual claims. At the same time, it can be expected that minority shareholders of PJSCs will tend to use group actions to protect their interests due to apparent difficulties in reaching the 1 per cent threshold to initiate a litigation in situation of dispersed shareholding in PJSCs.

For the purpose of preparing for a litigation, the shareholders can use publicly available information (especially information disclosed by PJSC) and use their information rights under corporate law as described in question 26.

Shareholders' duties

Fiduciary duties

Do shareholder activists owe fiduciary duties to the company?

According to the Civil Code, a person who has a right to represent a company or has actual possibility to direct company’s actions as well as members of collegial management bodies (the controlling persons) shall act reasonably and in good faith in best interests of the company and may be liable for damages caused to the corporation for their fault.

No exhaustive list of criteria for finding a person as having actual possibility to direct company’ actions is officially stipulated; however, in general, this wording includes shareholders, who have control over the company or have a right to give mandatory instructions to a person, who has a right to represent a company or to members of collegial management bodies. Normally, activist shareholders are not included in this category, as they usually do not have substantial influence on a company’s operation.

In the meantime, each shareholder (including minority shareholder) of a Russian company has legally established obligations, inter alia, it shall not commit actions intentionally aimed at causing damage to the company and shall not commit actions (omission)that obstruct or make it impossible to achieve the objectives for which the company was established. These obligations are not formally deemed to be fiduciary duties, however, they are similar in nature.

Compensation

May directors accept compensation from shareholders who appoint them?

Russian companies are managed by, inter alia, a chief executive officer (the CEO), which represents the company and acts on its behalf without power of attorney in relations with third parties, and a board of directors, which, except for certain cases, is an optional management body.

The CEO should obligatory enter into an employment agreement with a company and receive a salary and other bonus payments (if any) from it. At the same time, there is no statutory requirement for the members of the board to be employed by a Russian company or to be remunerated for performance of services in their capacity as directors. However, shareholders may decide on establishment of remuneration to be paid to the members of the board by a Russian company. It is not typical for shareholders in Russia to pay any fee directly to the director appointed by the shareholders.

Mandatory bids

Are shareholders acting in concert subject to any mandatory bid requirements in your jurisdiction? When are shareholders deemed to be acting in concert?

Bid requirements apply only to Russian PJSCs. If a person or persons acting in concert (whether being a shareholders or not) intend(s) to acquire in aggregate more than 30 per cent of the shares that carry voting rights, they are entitled to make a voluntary tender offer (VTO) to acquire the reminder of the shares. While if a person or persons acting in concert acquired more than 30, 50 or 75 per cent of the voting rights, they are obliged to make a mandatory tender offer (MTO) to acquire the reminder of the shares.

Shareholders are considered to be acting in concert if they are affiliates.

In cases where, following the results of the VTO or MTO, a person solely or together with its affiliates acquired more than 95 per cent of voting rights of a Russian PJSC, such person: (i) shall acquire the reminder of the shares upon request of the remaining shareholders or (ii) is entitled within six months from the date of acceptance of the VTO or MTO to demand from remaining shareholders to sell their shares, provided that not less than 10 per cent of the shares have been acquired by way of VTO or MTO.

Disclosure rules

Must shareholders disclose significant shareholdings? If so, when? Must such disclosure include the shareholder’s intentions?

Shareholders of a PJSC have obligation to disclose their shareholding or intentions to acquire shares of PJSC in cases described in question 13. Russian PJSCs also have an obligation to disclose as a material fact on their websites information on acquisition or termination of a person’s right to directly or indirectly dispose of a certain number of votes attributable to voting shares, if the number of votes is 5 per cent or became more or less than 5, 10, 15, 20, 25, 30, 50, 75 or 95 per cent of the total number of votes attached to the company’s voting shares.

In addition, pursuant to the JSC Law affiliates of the company shall inform the company in writing on number and types of shares acquired by them in such company not later than 10 days following the date of acquisition. Affiliates of the company are determined in accordance with rules established in Law of the RSFSR ‘On Competition and Restriction of Monopolistic Activity in Trade Markets’.

With respect to Russian LLCs, the company should be notified on disposal of shares in its share capital within three days from the date of notarial certification of the agreement, aimed to disposal of Russian LLCs share.

It should be noted that, under the Federal Law ‘On Protection of the Competition’, acquisition of shares in a Russian LLC or JSC may be subject to merger clearance control with Russian Federal Antimonopoly Service if certain thresholds with respect to worldwide value of assets or worldwide aggregate turnover of the purchaser and the target Russian company are met.

Further, acquisition by a foreign investor of shares or other forms of control (both direct and indirect) in respect of a Russian company engaged in activities that are recognised as having strategic importance for the national defence and security (strategic companies) might be subject to clearance by the purchaser under Federal Law ‘On Procedures for Making Investments in Commercial Entities of Strategic Importance for Defence Support and National Security’ (the Strategic Investments Law). The list of the strategic activities is contained in article 6 of the Strategic Investments Law. It should be noted that the Russian Governmental Commission (which oversees foreign investments into strategic businesses) presided over by the Russian Prime Minister is entitled to escalate any transaction by a foreign investor to the strategic clearance process, which otherwise only applies to investments into strategic companies.

Do the disclosure requirements apply to derivative instruments, acting in concert or short positions?

The Central Bank of Russia prescribes that JSCs shall disclose information to the repository on commencement of transactions with derivative instruments in cases where consideration under such transaction (series of transactions) meets certain thresholds.

Where one of the parties is a credit institution, insurance company, broker (or a company of certain other type), transactions with derivative instruments should be disclosed in all cases (irrespective of their value).

Insider trading

Do insider trading rules apply to activist activity?

In accordance with the Federal Law ‘On Countering the Illegal Use of Inside Information and Market Manipulation’ (with amendments that will come into force on 1 May 2019), among others, (i) a person who directly or indirectly (through its controlled persons) holds not less than 25 per cent of votes in companies specified in such law and (ii) a person that have access to inside information under federal laws, constitutional document or internal documents by virtue of owning shares in companies specified in such law are deemed to be insiders.

Following this, an activist shareholder, who will unlawfully use inside information of a Russian company or will manipulate the market for the purposes to achieve its objectives, will be subject to liability under legislation of the Russian Federation.

Company response strategies

Preparation

What are the fiduciary duties of directors in the context of an activist proposal? Is there a different standard for considering an activist proposal compared to other board decisions?

In all cases, including in the context of an activist’s proposal, the directors, including CEO, owe duties to act reasonably and in good faith in the best interests of the company. Whatever the activist shareholder proposes to the management bodies, the directors shall always review the proposal from the point of possible damages and negative effects to be caused to the company as a result of implementation of such proposal.

Resolution No. 62 stipulates standards for evaluation of directors’ actions by a court and establishes certain rebuttable presumptions with respect to actions that are a priori considered to be unreasonable or taken in bad faith, which are not applicable while considering activist’s proposals on their compliance with shareholders’ obligations to a company.

What advice do you give companies to prepare for shareholder activism? Is shareholder activism and engagement a matter of heightened concern in the boardroom?

The most appropriate strategy for the company is to monitor any tension in relations between the shareholders as well as between shareholders and management, analyse the most conflict areas and potential reasons behind contradictions in order to be able to ex ante react on activist shareholders’ actions.

A number of Russian JSCs have already established special committees on interaction with minority shareholders and on corporate governance that act under control of a board of directors. It is likely that these will be adopted by other Russian companies as best practice.

Defences

What defences are available to companies to avoid being the target of shareholder activism or respond to shareholder activism?

Russian companies, being mainly controlled by one or several affiliated persons with strong corporate powers, already have a certain level of protection due to their concentrated capital structure.

However, additional measures can be taken to strengthen the company’s position and preclude situations of being involved in activism strategies of its shareholders, inter alia: (i) management bodies of the company or specifically established committees may perform constant monitoring of the most sensitive for shareholders areas of company’s activities and (ii) justified reports of the company’s management on reasons behind certain decisions of the management bodies may help decrease the number of cases of challenging the company’s transactions or resolutions of its bodies.

Where a shareholder activism has already taken place, the recommended strategy is to attempt to de-escalate the conflict by settlement through informal communications, meetings, sessions between activist shareholders and management bodies.

Reports on proxy votes

Do companies receive daily or periodic reports of proxy votes during the voting period?

Where a shareholder is not able to attend a meeting personally, it is entitled to grant a power of attorney to its representative or participate through electronic means of communications as described in question 25. Voting by way of ballots is permitted only for meetings held in the form of absentee voting, when no shareholders are present at the meeting.

Private settlements

Is it common for companies in your jurisdiction to enter into a private settlement with activists? If so, what types of arrangements are typically agreed?

As described above, the conflicts between shareholders and between shareholders and management bodies are primarily resolved by negotiations and private settlement, if such means allow escalating the conflict. According to the Code of Corporate Governance enforced by the Central Bank of Russia as a source of soft law applicable to PJSCs, the company is obliged to take all necessary and possible measures to prevent and resolve the conflict (as well as minimise its consequences), including using extrajudicial procedures of dispute resolution, including mediation.

Shareholder communication and engagement

Rules on communication

Is it common to have organised shareholder engagement efforts as a matter of course? What do outreach efforts typically entail?

The obligation of management bodies to inform all the shareholders on a GSM, with the possibility for shareholders who comply with threshold requirements as described in question 7 to make proposals to GSM’s agenda, can be considered as the key engagement effort of the company with respect to its shareholders. Russian bid requirements described in question 13 also stimulate the organised involvement of shareholders.

Are directors commonly involved in shareholder engagement efforts?

Normally, the activist shareholders communicate with the company’s CEO and (subject to certain restrictions connected with their shareholding in JSCs) with directors on the issues falling within their competence, as well as with chief financial officer and other key employees of a company.

According to the Code of Corporate Governance, the board of directors should play a key role in preventing, identifying and resolving internal conflicts between the company’s management bodies, shareholders and the company’s employees ensuring the effective protection of shareholder’s rights if they are breached. At the same time, it is not recommended for a director, who is or potentially may be affected by the conflict, to participate in the work of a board of directors aimed at the resolution of such a conflict.

Must companies disclose shareholder engagement efforts or how shareholders may communicate directly with the board? Must companies avoid selective or unequal disclosure? When companies disclose shareholder engagement efforts, what form does the disclosure take?

Russian companies are not obliged to disclose any shareholder engagement efforts; however, the charter of the company may stipulate a press and a company’s website or solely the company’s website as additional sources for informing shareholders on holding a GSM.

Where shareholders want to communicate directly with directors, they may use both formal (eg, serving a written request through the company) and informal means of communication in the interest of time and operative interaction (eg, personal meetings, through special services in a personal account on a company’s website).

As a guidance principle, the company must ensure equal and fair treatment of all shareholders in the exercise of their right to participate in the management of the company, which means that a company is not allowed to disclose information to its shareholders selectively or unequal. In the meantime, according to the Code of Corporate Governance, when a company provides information to shareholders, it is recommended to ensure a reasonable balance between the interests of certain shareholders and the interests of the company itself, which is interested in maintaining the confidentiality of important commercial information that may have a significant impact on its competitiveness.

What are the primary rules relating to communications to obtain support from other shareholders? How do companies solicit votes from shareholders? Are there systems enabling the company to identify or facilitating direct communication with its shareholders?

Russian law requires that all communications between a company and its shareholders shall be made in the form of notices prepared in writing and delivered at the address of a shareholder set out in the list of shareholders or shareholders register. In addition to the alternative sources of communication described in question 24, the company may use emails and text messages, if it is provided by the company’s charter.

Votes of shareholders may be solicited by way of voting ballots (for absentee voting), personal attendance or participation of a shareholder’s representative acting by virtue of a power of attorney. In the Code of Corporate Governance, it is also recommended to create special systems that allow electronic voting, for instance, through a personal account on the company’s website or special platforms for e-voting via the internet, provided that sufficient reliability, identification and protection is provided. Online voting has already been experienced, for instance, by shareholders of Sberbank of Russia, Rostelecom and MGTS in 2018.

Must companies, generally or at a shareholder’s request, provide a list of registered shareholders or a list of beneficial ownership, or submit to their shareholders information prepared by a requesting shareholder? How may this request be resisted?

The list of registered shareholders of a Russian LLC and information on their shareholding is publicly available and may be obtained through online service supported by Russian tax authorities. Moreover, as rule, a list of shareholders with their addresses, shareholding percentages is kept by LLC itself.

Russian JSCs are more confidential in this respect. There is no obligation for the shareholders or a Russian JSC itself to provide the Russian tax authorities with an update on changes in shareholders or their shareholding. The up-to-date register of shareholders is maintained by the registrar acting on the basis of an agreement with a Russian JSC. Information on (commercial) name of shareholders registered in a shareholders’ register and number of their shares may be requested from the registrar and obtained only by a shareholder owning more than 1 per cent of shares in respective company. Where shares of JSC are held through a nominal shareholder, actual (beneficial) owners are not disclosed by the registrar to such requesting shareholder.

Except for certain legally established exclusions, Russian companies are also obliged to collect and keep the information on their beneficiaries. For this purpose, beneficiary is determined as a natural person, who directly or indirectly (through third persons) owns (holds more than 25 per cent of a share capital) of a legal entity or has a right to control its activities. Disclosure of such information is required only in cases expressly prescribed by law.

In addition, certain information on the company and its activity should be disclosed to a shareholder upon its request, which complies with certain requirements. In contrast to LLCs (where all shareholders have equal information rights), shareholders of JSCs enjoy different information rights depending on their shareholding in the company:

  • not less than 1 per cent, but less than 25 per cent; and
  • not less than 25 per cent of shares that carry voting rights.

For the first indicated group of shareholders of JSCs, the JSC Law sets out an additional requirement to stipulate the business purpose of a shareholder’s request of information.

The requested documents shall be provided by a company to its shareholder, as a rule, within five business days for LLCs and within seven business days for JSCs from the date of receipt of a shareholder’s request.

The grounds for when a Russian company is entitled to refuse access to documents and information are:

  • an electronic version of the requested document is in public domain;
  • the document is repeatedly requested within three years, provided that the first request was properly satisfied by the company;
  • the document pertains to the periods over three years before the time of request (with limited exceptions);
  • no business purpose is specified (if it is required under the JSC Law);
  • a shareholding threshold requirement is not met; and
  • the document pertains to the time periods when a respective shareholder did hold shares of a Russian JSC.

Where the company fails or refuses to provide the requested information without formal grounds to do so (as described above), shareholders are entitled to claim the provision of information from the company in court.

It should be noted that a PJSC has an obligation to disclose certain information on its website, including financial accounts, charter of a company and its internal regulations in respect of operation of its management bodies, information on affiliates, which are publicly available.