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Impact of New Russian Law on Limited Liability Companies in M&A Transactions Where the Target Is a Russian LLC
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06/01/2010
First published in Executive View’s Mergers, Acquisitions & Joint Ventures (Digital Guide), May 2010
A Limited Liability Company (LLC) is an often used form of Russian legal entity. In 2009, the Federal Law “On Limited Liability Companies” (LLC Law) was significantly changed, with the majority of amendments coming into force on 1 July 2009.
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Shareholders’ Agreements in Russian Corporate Law
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06/01/2010
First published in Executive View’s Mergers, Acquisitions & Joint Ventures (Digital Guide), May 2010
Until 2009, the evolving Russian corporate legislation failed to explicitly recognise one of the most popular instruments utilised by direct foreign investors – agreements among shareholders.
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Russian Joint Stock Companies Law Finally Recognizes Shareholders' Agreements
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06/16/2009
V&E Russia/CIS Legal Update E-communication, June 16, 2009
The relatively young Russian corporate legislation has always failed to recognize one of the most popular instruments used by investors to regulate their relations with respect to managing their joint ventures — the shareholders’ agreement. While Russian law generally supports the principle of freedom of contract, the enforcement of shareholders’ agreements in Russia has proved to be highly improbable.
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Russia: Foreign Investment in the Oil and Gas Sector
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05/08/2009
Article first published in The China Dealmaker, April 2009
For a number of years, Chinese energy companies have showed great interest in acquiring oil and gas assets in the Russian Federation, in order to secure a stable supply of hydrocarbons to support China’s growing economy. Such attempts have largely proved unsuccessful,with only a few proposed acquisitions reaching succes s ful completion.
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Corporate Counsel's Guide to Doing Business in Russia, 2d., Ch. 12, "Corporate Legislation"
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04/28/2009
©2009 Thomson Reuters. Reprinted with permission.
Russian legislation governing the operation of economic entities is relatively new. As is the case in other transitional economies, Russia's state and business community have yet to create an institutional and legal framework for a fully fledged corporate governance system, however current legislation already reflects most generally accepted principles of corporate governance.
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Corporate Counsel's Guide to Doing Business in Russia 2d., Ch. 20, "Subsoil Law"
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04/28/2009
©2009
Thomson Reuters
. Reprinted with permission.
This chapter provides an overview of the relevant Russian laws pertaining to the use of natural resources, in particular the "Subsoil Law." The bulk of the currently effective laws governing the use of subsoil emerged around 1995 and has been evolving since then. Many key laws in this area, especially the Subsoil Law, have continuously undergone significant changes.
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Russia: Further Detail on the New Laws Restricting Foreign Investment in Subsoil Rights
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04/24/2009
V&E Russia/CIS Legal Update E-communication, April 24, 2009
The recently adopted Russian Strategic Industries Law significantly restricts the rights of foreign companies and Russian companies with any foreign investment, regardless of the size of such investment (other than the state-controlled companies such as Gazprom and Rosneft), to what are described as “subsoil blocks of federal significance.”
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Russia: First Lessons for Investors in Strategic Industries
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02/27/2009
V&E Russia/CIS Legal Update E-communication, February 27, 2009
Last May, the President of Russia signed into law the long-awaited bill “On the Procedure of Foreign Investment in Business Entities Having Strategic Importance for the Defence of the Country and the Security of the State” No. 57-FZ (the Strategic Law).
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New Law Amending the Regulation of Limited Liability Companies in Russia
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02/09/2009
V&E Russia/CIS Legal Update E-Communication, February 9, 2009
On December 30, 2008, the President of Russia signed the Federal Law “On the Introduction of Amendments to Part One of the Civil Code of the Russian Federation and Certain Legal Acts of the Russian Federation” No. 312-FZ (the New Law) significantly amending the rules governing Russian limited liability companies (LLCs).
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Russia: New Anticorruption Bills Going Through the State Duma
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12/02/2008
V&E Legal Update (Russia/CIS) E-communication, December 2, 2008
Even before taking over as President of the Russian Federation in the spring of 2008, Dmitry Medvedev had stated publicly his intention that the fight against corruption "should become a national program," describing Russia as "a country of legal nihilism."
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Russia: Foreign Investors and Subsoil Deposits of Federal Significance
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10/08/2008
V&E Legal Update (Russia/CIS) E-communication, October 8, 2008
As described earlier this year in our e-communication entitled “Russia: More Restrictions on Investment in the Oil and Gas Sector,” a new law restricting foreign investments into strategic companies was adopted in Russia on 29 April 2008. Simultaneous amendments to the Federal Law “On Subsoil” (the Subsoil Law) introduced the term “deposit of federal significance” which, in turn, is a criterion for determining whether a company holding subsoil rights is a strategic company. Introduction of the concept of “a deposit of federal significance” led to other significant changes in subsoil legislation.
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New "One Window Approach" to Issuing Work Permits for Non-Russian Citizens
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08/27/2008
V&E Russia/CIS E-communication, August 27, 2008
The Federal Migration Service of Russia (the FMS) has issued new administrative regulations concerning the procedure to be followed by employers applying for permits to employ non-Russian citizens in Russia and by the relevant government bodies considering such applications (the Regulations). The Regulations were approved by order No.1/4/1/2 on 11 January 2008 and came into force on 24 July 2008. The FMS is the federal government body responsible for migration issues.
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Overview of New Russian Antimonopoly Filings Procedures
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08/07/2008
According to Russian antimonopoly law, establishment and reorganization of commercial entities as well as acquisitions of equity interests, assets or rights to control commercial entities must be approved by the Russian Federal Antimonopoly Service (FAS) before completion of the transaction or notified to FAS if certain criteria are met.
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New Russian Laws Introducing Restrictions on Foreign Investors
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06/26/2008
From Financier Worldwide, May 2008
For a few years now, the prospects for foreign companies to invest in certain sectors of the Russian market have been unclear, as various draft laws have slowly progressed through the Russian legislative system.
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Russia: More Restrictions on Investment in the Oil and Gas Sector
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04/17/2008
V&E Legal Update E-comm, April 17, 2008
For a few years now, the prospects for foreign companies to invest in the Russian oil and gas sector have been in some doubt, as various pieces of draft legislation have slowly crystallised through the Russian system. Recent proposals in the U.S. and Europe to restrict investment by foreign entities in the energy and other markets have not helped the process.
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Minority Shareholder Protection in Connection with Transfers of Subsoil Use Rights
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02/11/2008
RUSSIA/EURASIA Executive Guide, December 2007, Reproduced with permission.
Since the mid-1990s, Russia has been gradually liberalizing its regulation on the transfers of subsoil use rights.
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