Pravo.ru analyses the judgement of the Supreme Court in a case on the division of company shares during a divorce: what rules should be followed, corporate or family law? The article contains comments by Daryana Epikhina, Senior Associate at Petrol Chilikov:
Daryana Epikhina, senior associate at Petrol Chilikov, points out that most courts distinguish between property rights to a share in the authorised capital and corporate rights arising from the status of a company’s member. According to her, there is a position at the highest court level that the transfer of a share after divorce in and of itself does not automatically result in the acquisition of the status of a company’s member (case No. A55-31820/2017). This division into property and corporate components is explained by the fact that the matters related to acquiring and using the status of a company’s member are governed by corporate law, Epikhina said.
In the case No. A79-3015/2019, the Supreme Court refused to refer the dispute to the panel precisely because the company’s articles of association did not contain any provisions prohibiting the assignment of shares to a third party or requiring the consent for persons to be admitted as members. Epikhina continues that, following this logic, if there is such a prohibition in the articles of association, the spouse who received an equity interest after the divorce would have to obtain approval from the members to join the company.
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