• Русский
  • English
  • Deutsch
Alexandrow & Partners

Legal Consulting and M&A

Shareholders Agreements In Joint Ventures With Participation Of Russian And Foreign Partners

Distribution of powers on the Company’s management is the main issue in the relations between the partners and investors. Especially if we are talking about participation in a joint venture of the Russian and foreign parties.

After entrance into force of new editions to the Federal law «On joint-stock companies» and «On limited liability companies» dated 1 July 2009, the Russian lawyers often apply  to the shareholders agreement in their practice (or agreement on the implementation of the rights of the participants in the LLC) in accordance with the provisions of the Russian substantive law.

The last practice of drawing up of shareholders agreements allows to judge about the fact that the parties have the following goals:

(1) protection of their own rights and acquiring of the capacity to implement them without resorting to a framework of general rules regulation in accordance with Federal laws,

(2) ensure of the observance of the terms in the framework of the plans and schedules of implementation of business plans of joint projects by the parties,

(3) preventing of the decisions which may discriminate the other party without its notification, regardless of the size of the share of participation of the parties in the authorized capital in the company,

(4) guarantee of the participation of all partners in the joint venture within the agreed period of the realization of the project, as well as  providing of financing of the project in proper amount and according to the schedule.

These seem to be simple and understandable goals, and now can be declared and established in the text of the shareholder agreements (agreements on the implementation of the rights of participants).

However, the Russian reality is more changeable, the Russian businessmen have to improvise in the sectors of the Russian economy, every quarter, every year. Many enterprisers acknowledge: we often do not know how the things will be after 1 or 3 years. More stably operating Foreign companies, which create their own businesses in Russia, have as a rule, medium-term and long-term goals. The task of the consultant, who works on the side of Russian and Foreign partners, is to try to link the medium-term and long-term goals with short-term changes in conditions, which are obvious and understandable to the Russian partners.

The experience of Alexandrov and Partners on drafting of shareholder agreements, including best practices and know-how, enables the creation of successful joint ventures, not burdened by risk of the lack of regulation of specific global issues of joint work between the partners, representing yet another different business cultures – Russian and foreign.