Mergers and Acquisitions in Russia: The Insider’s Guide

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M&A in Russia

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!

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:

There are three methods to get a legal address for a company:

  • 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.

  • 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
  • Post – merger integrations
  • Listing and delisting of companies
  • Squeez out


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