Against the backdrop of everything going on (Manezhnaya Square, etc.), corporate law news probably does not seem all that exciting, but I still want to share some excellent news. You may remember that our lawsuits against companies over disclosure of information—some successful, some not—were what prompted the Supreme Arbitration Court to prepare special clarifications on this issue.
At the time, I spoke about this very skeptically, because I was convinced that the whole thing had been set up to help the crooks at Rosneft avoid complying with the ruling in the case they lost to us. I am very glad I was wrong:
Hands Off the Subsidiaries The Supreme Arbitration Court (SAC) will allow shareholders to request from companies both contracts and information on top managers’ salaries. The Presidium of the SAC reviewed a draft informational letter on minority shareholders’ rights to information about the activities of business entities. Read in full and in more detail on the Pravo.ru legal portal: **The SAC Played Into Navalny’s Hands ***The Presidium of the Supreme Arbitration Court confirmed the broad rights of minority shareholders and other participants in business entities to obtain information about their operations. *Despite serious pressure (over the past month, executives from Norilsk Nickel, Rosneft, and VTB called for cutting minority shareholders’ information rights), the SAC made the decision that any normal court in a normal country should have made. I certainly cannot be counted among the fans of the Russian judicial system, but in this situation the judges showed themselves to be responsible lawyers who understand that the views of “Effective Managers” on disclosure benefit no one but themselves. They make it easier to hide all sorts of shady dealings, while damaging the investment appeal and competitiveness of both companies and the country as a whole. Now any shareholder will be able, fairly easily, to force a company through the courts to hand over its basic documents. And not just the basic ones. For example, it will no longer be possible to hide top managers’ salaries. So stay tuned. Coming soon to a screen near you. We will definitely request salary information and entertain you with these secret secrets. Unfortunately, the SAC backed down when it came to disclosure about “subsidiaries.” That is bad. For example, at Gazprom, large-scale theft works exactly like this: assets are transferred to a “subsidiary,” such as Gazprombank, from which they then slowly and quietly disappear in an unknown direction. Previously, it was almost impossible to obtain information about what was happening in a subsidiary; now it will become completely impossible. But even despite that, the informational letter is excellent. I am very glad that our cases became one of the “triggers” that forced the SAC to clarify its position in order to bring consistency to judicial practice. I want to thank everyone who helped us. Lawyers, journalists, and bloggers. These cases became “scandalous and high-profile” precisely because you discussed them, wrote articles about them, and linked to them in your cozy little online journals.