Published on: 2026-08-26
Source: Central Bank of Russia – Central Bank of Russia –
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The Bank of Russia proposes to strengthen the requirements for representatives of bondholders (PVO), as well as to create a more flexible mechanism for holding general meetings of bondholders (OSVO), in order to maximally protect the rights of investors — especially during periods when issuers experience financial difficulties. The regulator’s proposals are reflected in in the report for public consultations.
The current air defense model, which was developed more than 10 years ago, no longer meets the modern needs of the debt market and the specifics of bond issuances. Established collective protection practices do not always provide legal guarantees for investors, and some players approach their work formally.
One of the problems is the low entry threshold: the CSD can be any company that has been present on the market for 3 years. Now the Bank of Russia intends to establish additional requirements for the size of the CSD’s authorized capital, the business reputation of its employees and managers. This should improve the quality of the institution’s work. Organizations that have not actually conducted activities for 2 years are planned to be excluded from list The Bank of Russia. Also, persons affiliated with issuers cannot be air defense, which will help avoid conflicts of interest.
In addition, it is proposed to expand the list of cases in which the issuer is required to appoint a Authorized Person when placing securities.
The changes will also affect the procedure for holding bondholders’ meetings (BHMs). Currently, making important decisions (for example, about debt restructuring) requires the consent of two-thirds of all bondholders. Given that some issues have hundreds or even thousands of owners, this is extremely difficult to achieve. To encourage investors to participate more actively, it is proposed to introduce a quorum and provide a mechanism for its reduction if the necessary number of votes is not reached during the first BHM.
Responses to the questions presented in the report, as well as proposals and comments on it, are accepted until September 15 inclusive.
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