General Information

Gerard David

The Judgement of Cambyses, 1498

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Arbitration of Corporate Disputes

Corporate disputes are the ones related to the incorporation of a legal entity, management thereof and participation therein. After February 1, 2017 the effective legislation allows most of the corporate disputes to be resolved by arbitration.

The disputes arising from the SPA, inter alia, within the framework of M&A transactions, and some other disputes are allowed to be arbitrated in accordance with non-specialized arbitration rules.

Rules on Arbitration of Corporate Disputes (RACD) included in Chapter 8 of Arbitration Rules 2017 apply to:

  • disputes related to the incorporation, reorganization and liquidation of a legal entity;
  • disputes under claims of the Participants for the recovery of damages caused to the legal entity, invalidation of transactions made by the legal entity and/or application of the consequences of invalidity of such transactions;
  • disputes related to the appointment or election, termination and suspension of powers and the liability of persons who are/were members of the management and control bodies of the legal entity, as well as disputes arising from civil law relations between the said persons and the legal entity in connection with the exercise, termination and suspension of their powers;
  • disputes arising from agreements of the legal entity’s participants in relation to the management of such a legal entity, including disputes arising from corporate agreements;
  • disputes related to the issuance of securities, including disputes on the challenging of resolutions of the issuer’s management bodies, the transactions made in the course of offering of issuance securities, and reports (notifications) on the results of issuance (additional issuance) of issuance securities;
  • disputes on challenging resolutions of the management bodies of the Legal Entity.

The seat of arbitration of the corporate disputes to be resolved in accordance with RACD shall be Russian Federation. Arbitration clauses with respect to arbitration of corporate disputes administered by the Russian Arbitration Center can be concluded starting from February 1, 2017. Arbitration clauses concluded before February 1, 2017 are unenforceable.