Corporate Law: Start-of-Year Updates

The first months of 2026 have been marked by significant developments, both in the redistribution of strategic assets and in corporate regulatory reform. At the same time, judicial approaches to corporate disputes, cross-border conflicts, and shareholder protection continue to evolve.

These developments are not isolated events but reflect the emergence of a new balance between state interests, business priorities, and private investors. On the one hand, the public-law element in managing key assets is strengthening. On the other hand, corporate legislation and judicial practice are becoming more detailed and structured.

Taken together, these trends demonstrate a growing state role in managing strategic assets, higher expectations for corporate discipline, and a gradual clarification of standards of good-faith conduct for shareholders and management.

Determining the Value of an LLC Interest at Market Price: New Flexibility

Amendments effective from late 2025 (Federal Law No. 514) change the methodology for calculating the actual value of an ownership interest in a limited liability company (LLC). A participant now has the statutory right to challenge an accounting-based valuation and determine the value through an independent market appraisal.

Previously, the value of an interest was calculated exclusively based on accounting data. In practice, this often created discrepancies between book value and true economic value, leading to litigation. The new mechanism addresses this issue.

Key changes include:

• Right to an independent valuation
  A participant who disagrees with the accounting calculation may engage an independent appraiser before the payment deadline expires.
• Charter-based valuation procedures
  Participants may establish appraisal procedures in the company charter, improving transparency and reducing conflict risk.
• Expanded application
  Market valuation applies not only to participant withdrawal or company acquisition of an interest, but also to creditor enforcement against an interest and partial buybacks.
• New valuation date
  Market value is determined as of the actual transfer date of the interest, rather than the last reporting date, reflecting the company’s current financial condition.
• More accurate economic reflection
  Accounting records do not always capture the real value of intangible assets, guarantees, or liabilities. Independent appraisal aligns valuation with market realities.

Experts note that these changes are particularly important for companies with significant intangible assets, investment projects, or material obligations. The new rules promote fairer, more predictable valuations and protect both participants and creditors.

New Shareholder Information Rules: Key Changes

From January 2, a Central Bank directive (No. 7199-U) refines how joint-stock companies provide documents to shareholders. The regulation formalizes procedures and reduces dispute risk.

Core requirements:

• Two methods of access
  Companies must either provide copies or allow inspection of original documents, depending on the request.
• Seven business-day deadline
  Applies to both document copies and access to originals.
• Deadline extensions for large requests
  If more than 20 documents or 500 pages are requested, the deadline may be extended by up to 20 business days.
• Inspection procedures
  Standard access hours are 09:00–18:00 local time, with alternative arrangements allowed in writing, including electronically.
• Communication format
  Responses must follow the method specified in the request; otherwise, the company charter or postal delivery applies.
• Reduced formal refusals
  Even incomplete requests must be reviewed substantively, with clarification requested if necessary.
• Default access to originals
  Copies are provided only when explicitly requested.

Experts emphasize that while the reforms do not fundamentally alter the balance of interests, they make procedures clearer, more predictable, and more systematic.

Voting Rights of Participants from Unfriendly Jurisdictions: Governance vs. Investment Risk

The mechanism allowing certain strategic companies to disregard votes of participants or shareholders from “unfriendly” jurisdictions has been extended through the end of 2026.

Operationally, this reduces the risk of blocking critical corporate decisions such as major transactions, reorganizations, profit distribution, and governance appointments.

While intended to preserve business continuity under external constraints, the measure also affects investment attractiveness. Corporate control structures become more complex, and the legal regime less uniform, requiring careful transaction structuring.

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Supreme Court Practice Review: Corporate Disputes and Limits of Bankruptcy Use

At the end of 2025, the Supreme Court issued Practice Review No. 4, addressing corporate governance and misuse of bankruptcy procedures.

Judicial oversight of corporate decisions

The Court reaffirmed that formal procedural compliance does not guarantee legality; economic and corporate justification remains essential.

Key positions:

• Economically justified share buyback pricing
  Decisions may be invalidated if buyback prices materially diverge from net asset value, protecting shareholder interests.
• Prohibition of unjustified dilution
  Capital increases intended to shift control rather than fund operations may be challenged, even if procedural requirements were met.

Bankruptcy as a pressure tool

The Court clarified limits on bankruptcy in corporate conflicts:

• An individual participant cannot initiate bankruptcy absent statutory authority; such decisions belong to the general meeting.
• Bankruptcy cannot substitute for liquidation, which is a last resort.
• Courts consider whether bankruptcy is used strategically to exert pressure.

Judicial practice increasingly focuses on economic substance rather than formalities.

Competing Business Activities and Participant Expulsion

Courts continue refining standards for expelling participants who establish competing businesses. Similar activity alone is insufficient; substantial harm must be demonstrated — such as client loss, misuse of confidential information, employee poaching, or financial damage.

This evolving practice increases predictability but raises evidentiary standards.

Unauthorized Transactions and Conflicts of Interest

Courts maintain a strict approach to interested-party transactions and managerial authority. Even a formally acting director may face invalidation of a transaction where:

• required corporate approval was absent;
• a conflict of interest existed;
• authority had expired at signing.

This heightens the importance of internal controls and documented approval procedures.

Overall Direction: Greater Complexity with Increased Predictability

Early 2026 developments signal the emergence of a new corporate landscape marked by stronger public influence in strategic sectors, procedural formalization, and heightened economic scrutiny.

Business resilience increasingly depends on:

• robust corporate documentation;
• proactive risk structuring;
• transparent participant relations;
• readiness to substantiate legal positions.

While the corporate environment is becoming more complex, disciplined legal governance makes it manageable and largely predictable.