Mergers and Acquisitions in Russia: The Insider’s Guide
If you’re looking to do business in Russia, then you’ll need to know about the country’s Mergers and Acquisitions (M&A) landscape. In this article, we’ll provide an insider’s guide to M&A in Russia, including information on the Russian legal system, key players in the market, and more!
M&A Law
The Russian legal system is based on the Civil Code of Russia, which was adopted in 1994. The Civil Code of Russia is a complex document that covers a wide range of topics, including contract law, property law, and more. When it comes to M&A transactions, the most important piece of legislation is Federal Law No. 214-FZ “On Mergers and Acquisitions of Companies” (the “M&A Law”). The M&A law was adopted in 1995 and has been amended several times since then.
The most recent amendments were made to the M&A law in 2016, and they included changes that allow for a merger between two companies or an acquisition of a company by another company if the parties to the transaction are residents of Russia or Belarus. The amendments also introduced rules for so-called “reverse mergers”, which allow a foreign company to acquire control of a Russian company without having to go through the traditional merger process.
When it comes to M&A transactions in Russia, there are two main types of deals:
- cross-border transactions;
- domestic transactions.
Cross-border transactions are those that involve a foreign company acquiring a Russian company, or a Russian company acquiring a foreign company. Domestic transactions are those that involve two Russian companies or two Belarusian companies merging or acquiring each other.
The key players in the Russian M&A market are:
- investment banks;
- law firms;
- private equity funds.
Investment banks are responsible for providing financial advice to clients on M&A transactions, law firms are responsible for providing legal advice to clients on M&A transactions, and private equity funds are responsible for investing in companies that are involved in M&A transactions.
Areas of Expertise
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Transaction planning and structuring
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Due diligence process
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Preparation of transaction documents (e.g. SPA, investment agreements, shareholder agreements etc.)
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Private equity and venture capital
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Corporate acquisitions
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Takeovers of listed companies
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Post-merger integration
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Listing and delisting of companies
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Squeeze-out
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