Mergers and Acquisitions in Russia: The Insider’s Guide

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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!

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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

  • Transaction planning and structuring

  • Due diligence process

  • Preparation of transaction documents (e.g. SPA, investment agreements, shareholder agreements etc.)

  • Private equity and venture capital

  • Corporate acquisitions

  • Takeovers of listed companies

  • Post-merger integration

  • Listing and delisting of companies

  • Squeeze-out

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