Shareholders' Agreement under Russian Law

This graduate paper is aimed at analyses of different terms, which can be included in shareholders agreement from the position of correlation of special provisions of corporate law and the fundamental principle of civil law “freedom of contract”. Accordingly, the main objectives of this research are (a) to define the shareholders agreement and its modifications (b) to study the legal nature; (c) to observe juridical features (subject, parties, form, confidentiality) and practical application problems; (d) to identify the variants of legislative changes for legal protection. Based on this research the following conclusions were made. First, shareholders agreement is agreement concerning the rights certified by shares and concerning the features of the rights to the shares to coordinate, to shape and to regulate the relationships between members of a company. Secondly, shareholders agreement has complex corporate civil nature. Thirdly, it’s proposed to develop the criteria of correlation of imperative provisions of corporate law and dispositive norms of civil law for courts’ explanation. Fourthly, shareholders agreement has special subject and features related to form, parties and confidentiality. Fifthly, courts recognize the major of reviewed terms of shareholders agreement as valid with reference to “freedom of contract”; the legal regulations for options, indemnity, warranties and representations, choice of international ruling law and arbitration clause were created. Sixthly, it’s stated the practical impossibility of enforcement of specific performance and successful using of civil and corporate liability. Seventhly, lack of regulation and risk retention for parties’ relationships doesn’t contribute to broaden the application of shareholders agreement and reduce the attraction of entities’ incorporation under Russian law.