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Peculiarities of the Legal Procedure for Extraordinary Transactions in the Activities of State Atomic Energy Corporation Rosatom
 
PIIS231243500022036-7-1
DOI10.18572/2410-4396-2019-1-76-82
Publication type Article
Status Published
Authors
Nikolay A. Akimov 
Affiliation: Kutafin Moscow State Law University
Address: Russian Federation, Moscow
Journal nameEnergy law forum
EditionIssue 1
Pages76-82
Abstract

Special legal procedure for settlement of major transactions as well as interested-party transactions, according to the general rule, is aimed at protection of the rights and legitimate interests of the members of the corporation against unwanted actions of the managers in the management of the corporation’s assets. Since the sole founder of State Atomic Energy Corporation Rosatom is the Russian Federation, when this corporation settles major and interested-party transactions, a special legal procedure established by a special law and aimed at ensuring protection of state property against possible abuses by persons engaged in the bodies of this corporation and, accordingly, protection of public interest is applied. The research was conducted due to practical problems arising out of the existing legal uncertainties in the settlement by State Atomic Energy Corporation Rosatom (the Corporation) of transactions requiring a special approval procedure, which includes transactions related to acquisition, alienation or possibility of alienation by the Corporation of property, value of which exceeds the amount established by the Supervisory Board of the Corporation (the major transactions) as well as the interested-party transactions of the Corporation.

Keywordsenergy law, legal regulation in the field of use of nuclear energy, transactions requiring special approval procedure, State Atomic Energy Corporation Rosatom
Received22.11.2018
Publication date01.03.2019
Number of characters25008
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1 The relevance of the research is due to practical problems arising out of the existing legal uncertainties in the settlement by State Atomic Energy Corporation Rosatom (the Corporation) of transactions requiring a special approval procedure, which includes transactions related to acquisition, alienation or possibility of alienation by the Corporation of property, value of which exceeds the amount established by the Supervisory Board of the Corporation (the major transactions), as well as the interested-party transactions of the Corporation.
2 Special legal procedure for settlement of major and interested-party transactions, according to the general rule, is aimed at protection of the rights and legitimate interests of the members of the Corporation against unwanted actions of the managers in the management of the Corporation’s assets.
3 Since the sole founder of State Atomic Energy Corporation Rosatom is the Russian Federation, when this corporation settles major and interested-party transactions, the special legal procedure established by a special law aimed at ensuring protection of state property against possible abuses by persons engaged in the bodies of this corporation and, accordingly, protection of public interest is applied.
4 The mechanism of legal regulation of major and interested-party transactions settled by State Atomic Energy Corporation Rosatom is complex, and it is implemented through application of the general rules on major and interested-party transactions contained in the corporate laws of the Russian Federation as well as through special rules established by industry sources of law.
5 This complex regulation, certainly, creates certain conflicts in the complex implementation of the relevant rules by the law enforcer.
6 Therefore, comprehensive and complex study of the specified issue will create good grounds for overcoming the gaps and uncertainties arising in practical activities, and will contribute to development of the institution as a whole.
7 The goal of this study is a comprehensive analysis of general and specific laws to identify theoretical and practical problems arising in the settlement by the Corporation of major and interested-party transactions, and to develop proposals to improve the existing laws governing the mechanism under study.
8 To achieve the specified goals, the following tasks were set: to identify the general concepts of major and interested-party transactions, to identify the distinctive features of the procedure for settlement by the Corporation of major and interested-party transactions, to analyze judicial practice in relation to the legal regulation of settlement by the Corporation of major and interested-party transactions, and to investigate consequences of a violation of the procedure for settlement by the Corporation of major and interested-party transactions.
9 The theoretical significance of the study consists in identification of peculiarities of the procedure for settlement by the Corporation of major and interested-party transactions, a comparative legal analysis of this procedure as compared to the general procedure for settlement of these transactions by commercial corporations, and development of special mechanisms for legal regulation of the Corporation’s extraordinary transactions.
10 The practical significance of the study is in the author’s attempt to develop legal mechanisms that will prevent potential abuses in the management of the Corporation’s assets and will have a positive impact on development of the nuclear industry as a whole.
11 The specific suggestions of the author on the subject of the study can be used to further improve the legal regulation in the field of use of nuclear energy.
12 The civil laws of the Russian Federation provide for certain types of transactions of legal entities to settle which, due to their probable ability to cause serious risks for the business owners (members, shareholders), a special procedure for their approval shall be complied with. The mentioned special procedure consists in the fact that to settle this type of transaction, the general competence of the sole executive body of the legal entity is not sufficient, and approval by other management bodies, as a rule, directly expressing the will of the business owners, is required. In the scientific literature, this type of corporate transaction is usually called extraordinary [1].
13 Pursuant to the further analysis of the current laws, this special procedure for approval of extraordinary transactions is implemented not only in commercial corporations. In particular, Federal Law No. 7-ФЗ On Non-Profit Organizations dated January 12, 1996, provides for individual cases when the special procedure for approval of major and interested-party transactions is required for organizations, for which profit making is not the main objective. In view of the fact that, according to subclause 7, clause 3, Article 50 of the Civil Code of the Russian Federation, the state corporations are classified as non-profit organizations, the general provisions of Federal Law No. 7-ФЗ On Non-Profit Organizations dated January 12, 1996, shall apply to the organizations of this form of incorporation.

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1. Shitkina I.S. Extraordinary Transactions: New Trends // Yurist Electronic Journal, 2017, № 9. P. 1.
2. Dobrovinskaya A.V. State Corporation as a Form of Incorporation of a Legal Entity // Entrepreneurial and Corporate Law Journal, 2016, № 4. P. 21–24.
3. Resolution of the Plenum of the Supreme Court of the Russian Federation No. 27 dated June 26, 2018 On Challenging Major and Interested-Party Transactions // Rossiyskaya Gazeta. 2018. July 6.
4. Public annual accounts of State Atomic Energy Corporation Rosatom for 2015 to 2018 // http://www.rosatom.ru/  about/publichnaya-otchetnost/.
5. Romanova V.V. Peculiarities of Corporate Governance in the Energy Sector // Yurist, 2016, № 3. P. 30–37.
6. Korzhov V.Yu. Comments on Federal Law No. 317-ФЗ dated December 1, 2017 On State Atomic Energy

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