CONTRACTS / FORCE MAJEURE Is the COVID-19 pandemic (“Pandemic”) a force majeure event? A party may be excused for non-performance under a contract if the non-performance is a direct and immediate result of an event which constitutes an act of God or force majeure. Decrees by the Moscow mayor and regulations issued by heads of … Continued
Executive Summary Effective at January 30, 2014, Federal Law 423-FZ dated December 28, 2013 ends regulations requiring the subsequent notification of Russian competition authorities of corporate transactions of minor value as well as some intra-group transactions. The amendments to the merger control regulation would have a positive affect the entire Russian M&A market. Main Article … Continued
Executive Summary: Goltsblat BLP has published a Case Study Guide to M&A Transactions in Russia that covers the full M&A process in Russia, from the initial negotiations and heads of terms, right the way through to completion and post-completion matters. Some of the highlights include: Preparation for sale, negotiating the initial terms and forming the … Continued
Highlights: A key step in planning for an IPO is choosing the location in which to establish the holding company to list on a foreign exchange. Offshore holding companies are often used for Russian IPOs to increase investor comfort, avoid an extra layer of tax or tax compliance costs, avoid stamp duties in certain jurisdictions … Continued
Executive Summary: From time to time all businesses experience unforeseen legal issues and disputes which may quickly escalate into a crisis if not dealt with properly and in good time. This article suggests eight points to consider when developing a strategy to deal with a potential crisis, and may be particularly useful for foreign investors … Continued
Executive Summary: On 27 April 2012, a significant law was passed amending the Civil Code of the Russian Federation. The changes to the Russian Civil Code proposes to introduce new institutions and rules of the civil legislation and to amend, supplement and otherwise update many existing laws. The attached memorandum summarizes some of the most … Continued
Highlights: The paper discusses the strategic developments in the Russian legal and tax landscape that may have an impact on M&A environment. In Q1 2012 issue GBLP discusses the top 6 legal and tax developments that happened during the first quarter of 2012, as well as provides M&A tax and legal tips, including a comparison … Continued
Highlights On April 2, 2012, the Russian President introduced draft amendments to the Civil Code geared towards granting greater freedom in determining the management structure for private companies, execution of shareholders’ agreements, and changing the form of incorporation of legal entities. Rules intended to prevent abuse in corporate and ancillary relations will be introduced. New … Continued
Highlights: New amendments to the Federal Law on Foreign Investment in the Russian Federation and the Federal Law on Foreign Investment in Companies of Strategic Importance for National Defence and Security generally improve the environment for foreign investments in Russian strategic companies. Transactions involving international financial institutions set up in accordance with international treaties of … Continued
This paper is the first in a series of papers on the choice of law in international M&A transactions. We invite further papers on this topic. Highlights: Despite developments in Russian corporate legislation, the mergers and acquisitions and international finance markets in Russia still heavily rely on English law. Business partners in Russia often choose … Continued
