Former ZCMC shareholder challenges Criminal Code interpretation in Armenia's top court

Narek Ambaryan, a former deputy director general and shareholder of Zangezur Copper-Molybdenum Combine (ZCMC), has challenged the constitutionality of a judicial interpretation of Armenia’s Criminal Code, arguing that it unlawfully criminalizes legitimate corporate decisions and violates constitutional protections for property rights and economic freedom.

In a petition to Armenia’s Constitutional Court, Ambaryan asked the court to declare unconstitutional provisions of Article 214, Parts 1 and 2, of the former Criminal Code – now reflected in Article 277 of the current Criminal Code – as they have been interpreted by the courts, Pastinfo reported on Saturday.

According to the petition, judicial practice has allowed decisions unanimously approved by a company’s shareholders to be treated as an abuse of authority against the company’s lawful interests, even where no independent unlawful conduct has been established. Ambaryan argues that such an interpretation undermines shareholders’ constitutional right to freely manage their property and conduct business.

The petition is linked to the criminal case involving ZCMC and former Syunik governor Vahe Hakobyan, who has been charged with abuse of office in the private sector and money laundering. Armenian authorities announced in November 2025 that Hakobyan had been placed on a wanted list. Proceedings against six other defendants, including Hakobyan’s brother, Karen Hakobyan, and Ambaryan, are underway before the Anti-Corruption Court, where much of the case has been heard behind closed doors.

Ambaryan argues that the Criminal Code provision should not apply to the actions of a company board member when those actions preceded and were subsequently endorsed by a unanimous decision of the shareholders, reflecting the company’s corporate will.

He also contends that financial losses alone cannot be treated as proof that a company’s legitimate interests were harmed. According to the petition, treating every business loss, negative balance sheet, market downturn or contract termination as evidence of criminal conduct would effectively criminalize commercial activity and expand state control over private business.

Ambaryan further argues that the factual allegations against him describe only lawful civil-law transactions and do not constitute criminal conduct. He says the authorities therefore lacked reasonable suspicion to prosecute or detain him and that the charges unlawfully recharacterized legitimate commercial transactions as criminal offenses.

His legal team also argues that the prosecution seeks to use criminal law to alter the will of ZCMC’s shareholders, violating constitutional guarantees of economic freedom and the principle prohibiting arbitrary interference in private affairs.

Ambaryan maintains that these actions resulted in a serious violation of his constitutional right to liberty because he was deprived of his freedom despite the absence of reasonable suspicion that he had committed a criminal offense.

The Constitutional Court declined to consider the petition, ruling that Ambaryan had not exhausted all available domestic legal remedies and that he did not qualify as an authorized applicant to bring the constitutional challenge under the circumstances.