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DETERMINATION OF THE CONSTITUTIONAL COURT OF THE RUSSIAN FEDERATION

of January 18, 2011 No. 8-O-P

According to the claim of open joint stock company "The Rosneft oil company on violation of constitutional rights and freedoms provision of paragraph one of Item 1 of article 91 of the Federal law "About Joint-stock Companies"

Constitutional court of the Russian Federation as a part of the Chairman V. D. Zorkin, K. V. Aranovsky's judges, A. I. Boytsova, N. S. Bondar, G. A. Gadzhiyev, Yu. M. Danilov, L. M. Zharkova, G. A. Zhilin, M. I. Kleandrov, S. D. Knyazev, A. N. Kokotov, L. O. Krasavchikova, N. V. Melnikov, Yu. D. Rudkin, O. S. Hokhryakova, V. G. Yaroslavtsev,

having heard the conclusion of the judge L. O. Krasavchikova who was carrying out preliminary studying of the claim of JSC Rosneft Oil Company based on article 41 of the Federal constitutional Law "About the Constitutional Court of the Russian Federation" in plenary meeting established:

1. In the claim in the Constitutional Court of the Russian Federation JSC Rosneft Oil Company disputes constitutionality of provision of paragraph one of Item 1 of article 91 of the Federal Law of December 26, 1995 N 208-FZ "About joint-stock companies", the society providing obligation to provide to shareholders access to documents, stipulated in Item 1 article 89 of this Federal Law.

According to the applicant, the called legislative provision contradicts Articles 17 (part 3), 18, 19 (part 1) and 46 (part 1) Constitutions of the Russian Federation as in the sense given it by law-enforcement practice does not allow in case of permission of the specific cases connected with duty of society to provide to the shareholder access to documents of society, including copies of protocols of meetings of the Board of Directors, to provide balance of legitimate interests of the shareholder and joint-stock company.

As appears from the provided materials, the Arbitration Court of the city of Moscow the decision of August 24, 2010 partially satisfied claims of the citizen A. A. Navalny - the shareholder of JSC Rosneft Oil Company about duty to provide it copies of protocols of meetings of the Board of Directors of society for 2009, having specified with reference to Items 1 and 2 of article 91 of the Federal law "About Joint-stock Companies" that society shall within seven days from the date of presentation of the relevant requirement to provide to the claimant access to the specified documents for acquaintance with them in executive body of society or to provide copies of these documents.

Without having agreed with the court act adopted on case, JSC Rosneft Oil Company appealed it in the Ninth Arbitration Appeal Court. Proceeedings were suspended by determination of this Arbitration Court of November 17, 2010 according to the petition of JSC Rosneft Oil Company in connection with its address to the Constitutional Court of the Russian Federation.

2. According to the Constitution of the Russian Federation everyone has the right to free use of the capabilities and property for the entrepreneurial and other not prohibited by the law economic activity (Article 34, part 1), and also the right to have property in property, to own, use and dispose of it as solely, and together with other persons (Article 35, part 2).

As noted the Constitutional Court of the Russian Federation in the Resolution of February 24, 2004 N 3-P, business activity infringes on interests of large number of persons shareholders, investors, and also public interests in form of business of joint-stock company. Performing regulation of procedure for creation and legal status of joint-stock companies, the rights and obligations of their shareholders, and also providing protection of the rights and interests of shareholders, the state is effective in the limits determined by the Constitution of the Russian Federation proceeding from the fact that it has no right to deprive joint-stock and other economic companies of their competences making the main content of constitutional right on free use of the capabilities and property for business activity.

As in the course of business activity of joint-stock company interests of creditors and shareholders, shareholders and management, shareholders - owners of large blocks of shares and minority shareholders can face, one of the main objectives of the legislation on joint-stock companies is ensuring balance of their legitimate interests taking into account that the Constitution of the Russian Federation establishes the principle according to which implementation of rights and freedoms of man and citizen shall not violate the rights and freedoms of other persons (Article 17, part 3), and guarantees everyone judicial protection of its rights and freedoms (Article 46, part 1). The right to judicial protection assumes specific guarantees which allow to realize it in full and provide effective recovery in the rights by means of the justice meeting the requirements of justice taking into account the principle of legal definiteness.

3. Component of legal status of members of joint-stock company in the relations with joint-stock company is the right to information on joint-stock company which is provided as the Civil code of the Russian Federation affirming the right of members of economic society to obtain information on activities of society and to get acquainted with its ledgers and other documentation in the procedure established by constituent documents (the paragraph third Item 1 of Article 67), and some other the laws opening content of the right to information in the field of business activity including amount, quantity and structure of the provided information.

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