The model laws allow the EBRD to reach out within a single Technical Cooperation project to a number of countries with more or less similar legal systems, thus making technical cooperation more cost-effective. To date, the EBRD has provided technical assistance for four model laws, all of which have been approved by the CIS IPA and recommended for implementation in national legislation. These are the Model Securities Law (approved in 2001),4 the Model Investor Protection Law (approved in 2005),5 the Model Banks Insolvency Law (approved in 2005),6 and, most recently, the Model Company Law to which this Special Issue is devoted. With this most recent law, the EBRD and CIS IPA have completed an upgrade of CIS corporate-sector model legislation. This represents the logical conclusion to the series of model laws governing the corporate sector. On 28 October 2010, the EBRD-sponsored Model Company Law was presented at and successfully approved by at the Plenary Session of the CIS Inter-Parliamentary Assembly in the presence of speakers from the national parliaments of member countries.7 The model law was developed with technical and financial support from the European Bank for Reconstruction and Development secured with grant funding provided by the Government of the Federal Republic of Germany.8 This present publication presents the text of the Model Law together with a Commentary discussing many of the key issues and novelties, which significantly upgrades the old CIS Model Company law approved in 1996.9 The new model law provides for a modern regime taking into account post-Enron corporate regulation and governance developments and trends thereby assuring enhanced protection of both shareholders' rights and other stakeholders' interests. In addition, the EBRD and the CIS IPA will soon publish the results of the assessment of how and to what extent the corporate sector model laws have been implemented in national legislation by member states. So as to offer the readers of this publication a rough preview of the more detailed evaluation, one conclusion is that on average over two-thirds of the principles and provisions of the 2001 Model Securities Law and the 2005 Model Law on Protection of Investors in Securities Markets have been followed by, and implemented in, national legislation. __________________________________________ 1 The views expressed in this article represent those of the author; these may not coincide with and should not be regarded as the views of the EBRD. 2 For more information, see the CIS IPA and EBRD websites <www.iacis.ru> and <www.ebrd. com/law>, respectively. 3 Polozhenie «O razrabotke model'nykh zakonodatel'nykh aktakh i rekomendatsii Mezhpar-lamentskoi Assemblei gosudarstv - uchastnikov Sodruzhestva Nezavisimykh Gosudarstv»; reproduced at <http://www.iacis.ru/html/?id=21>. 4 Model Law»O tsennykhbumagakh» of 24 November 2001; reproduced at http://www.iacis.ru/ html/?id=22&pag=127&nid=1 5 Model'nye zakonodatel'nye Polozheniia dlia gosudarstv - uchastnikov SNG o zashchite prav investorov na rynke tsennykh bumag» of 14 April 2005; reproduced at <http://www.iacis.ru/ html/?id=22&pag=191&nid=1> 6 Model Law «O brankrotstve bankov» of 8 June 1997; reproduced at <http://www.iacis. ru/html/?id=22&pag=52&nid=1> was the prior version; the most recent redaction is «O bankrotstve bankov» of 18 November 2005; reproduced at <http://www.iacis.ru/ html/?id=22&pag=584&nid=1> 7 The official Russian-language text is reproduced at <http://www.iacis.ru/data/prdoc/13a-2010-2. doc>. 8 The project was administered by the Deutsche GesellschaftfürInternationale Zusammenarbeit (GIZ) GmbH (formerly GTZ). 9 Model Law «Ob aktsionernykh obshchestvakh» of 17 February 1996; reproduced at <http:// www.iacis.ru/html/?id=22&pag=33&nid=1>.
CIS Model Company Law
In April 2005 the CIS IPA's Council compiled a legislative activity plan for 2005-2010. This included the CIS Model Joint-Stock Companies Law. A Working Group composed of representatives of national parliaments, ministries and legal experts was formed to elaborate the draft law and associated documents. In the course of the project implementation, the Working Group and its drafting team- comprising academics and practicing lawyers who are prominent experts in corporate law from Germany and CIS countries-undertook a consultation process within the CIS countries and benefited from numerous commentaries from various officials, experts and stakeholders groups. The following grounds were established by the WG at the outset, and these features of the Model Company Law are worth noting. Due to the fact that all CIS countries have joint-stock company laws, there was no need to develop an entirely new law «On Joint-Stock Companies». Rather, the task was to synthesise current laws and best practices of their use together with the recent global trends as the basis of the Model Law. A notable example is the lifting of the distinction in regulating open and closed joint-stock companies, which is being implemented in a growing number of CIS countries. The Model Company Law is closely connected with other model CIS legislative acts, notably, the CIS Model Civil Code and corporate sector model laws. Against the background of the fact that the joint-stock company laws in the CIS countries already exist and differ from each other, the Working Group decided to provide for alternative options in the present Law where an issue relates to policy as opposed to a technical solution. For example, Chapter V of the Model Law offers two alternatives for a company's governance and management structures. One more challenge for the Working Group was to develop solutions to issues where currently there are legislative gaps including certain obvious situations that are not regulated in any CIS country. From this point of view, one can take particular note of the provisions of Chapter XII relating to groups of companies-a concept not yet sufficiently recognised in all the CIS countries. Since a model law is merely a recommendation by its nature, it was deemed necessary to provide a set of explanations to accompany the present Model Law. These have been compiled in a Commentary the objective of which is to justify the proposed specific recommendations; to provide legislatures with background information and food for thought; to help make a clear distinction between fundamental principles and technical solutions (in particular, where such principle points as opposed to the whole text would be considered for implementation); to specify grounds for alternative provisions and to facilitate making a choice for this or that option. Importantly, the policy variations behind a particular rule or principle are explained. Often in this area of regulation, there is a fine balance between the interests of shareholders, creditors, directors, employee, etc. This balance is made on the basis of various factors-strategic, economic and cultural-in addition to those pertaining purely to law. In this sense, the Model Law and the Commentary represent an incentive for, and contribution to, further academic debate in the CIS countries and also, for example, in the wider spaces of the European Legal Space.
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