Mergers and Acquisitions in Russia: The Insider’s Guide

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Mergers and
Acquisitions in Russia: The Insider’s Guide

https://russianlawyers.eu/mergers-and-acquisitions-in-russia/

18.02.2022

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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!

 

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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:

 

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.

 

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

Post – merger integrations

Listing and delisting of companies

Squeez out

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Lawyers

Partners

Project managers and finance

LAWYERS

 

Roman Kalyuzhny

Project Manager

 

Eduard Ioffe

Head of legal

 

Alexander Tsygankov

Senior lawyer

 

Dmitry Kalatur

Senior lawyer

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