The Legal 500

Legal Update No. 340

Goltsblat BLP advises that the Resolution of the Presidium of the Supreme Arbitration Court of 28 February 2012on Case No. 15935/11 (hereinafter "the Resolution") has been published. The Resolution contains several conclusions that are significant for practical application of Federal Law No. 127-FZ "On Insolvency (Bankruptcy)" dated 26 October 2002 (hereinafter - "the Bankruptcy Law").

Legal Update No. 335

Goltsblat BLP advises that, under the Russian legislation, limited liability companies and joint stock companies are to hold Annual General Meetings of Participants/Shareholders.  

Legal Update No. 284.

Goltsblat BLP advises that Federal Law of 19 October 2011 No. 284-FZ “On Amendment of Articles 809 and 810, Part Two, of the Civil Code of the Russian Federation” (the Federal Law) came into affect on 1 November 2011.

Pepeliaev Group advises of the official publication of federal laws creating the legal basis on which a national payment system to function [1].

These laws introduce the legal regulation of contemporary non-bank payment instruments, such as electronic funds. They clarify the legal regulation of payment using terminals (the activity of payment agents engaged by banks and suppliers).

Pepeliaev Group advises that, on 1 June 2011, the Russian Government introduced three draft laws in the State Duma which provide for amendments to the currency control procedure and also to liability for infringing legislation on currency regulation and currency control.

By Vasiliy Vasilyev, Attorney, Law Firm “Yukov, Khrenov & Partners”.

Russia, like other countries, is interested in drawing in foreign investment for the purpose of facilitating internal economic growth and technological development.

The clarification of antitrust aspects of forms of foreign investment can have crucial meaning when the final decision on investing is made. In Russia, antitrust legislation has been significantly amended during the past few years. Today, if a foreign citizen or company decides to invest in a company located in or connected in any other way with Russia, the antitrust aspects of such deal should be certainly analyzed. This article aims at bringing to the attention of potential investors the main practical issues arising when one of the forms of investments described below is chosen.

Starting January 2010, amendments to Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996 entered into force, affecting the issue of domestic bonds by Russian issuers. The new rules will apply to all domestic bond issues to be placed in the market after 31 December 2009.

The authors of the article provide a legal assessment of amendments to bankruptcy legislation and analyse the conditions where the persons actually controlling a debtor may be held financially liable.

The volume of foreign investments in the Russian economy has contracted perceptibly. The global crisis, a decrease in corporate revenues and the uncertainty of macroeconomic forecasts have led investors to scale down large projects and cut existing investment expenses. In this scenario, investors perceive more than ever that they need competent legal support. What issues do Western investors raise with their legal advisers? This was the topic of our conversation with Sergey Sosnovsky, partner and head of the St. Petersburg Practice of the law firm Pepeliaev, Goltsblat & Partners.

The economic crisis is presenting business with new challenges, including large-scale non-payment and the financial instability of partners. In conditions of a sharp decrease in access to bank credits and reduced financial resources the risk of losing property rights to goods and the risk of untimely or partial payment for goods delivered has become a serious problem for many suppliers. Such risks can and must be controlled.

This legal alert discusses the liability of the management, the shareholders and controlling persons of a debtor organization under the new bankruptcy rules.

Pursuant to its Decree No. 884-r of 27 June 2009 (the “Decree No. 884-r”), the RF Government authorized the Joint Stock Commercial Savings Bank of the Russian Federati on (the “Sberbank”) to secure implementati on (take part in implementi ng) certain obligati ons of the Russian Federati on fi xed in the Kyoto Protocol to the United Nati ons Framework Conventi on on Climate Change (the “Kyoto Protocol”). These powers of the Sberbank of Russia relate, without limitati on, to Arti cle 6 of the Kyoto Protocol.

The Russian Federal Service for Financial Markets (“FSFM”) has prepared two draft laws to amend existing legislation in order to facilitate the domestic securitisation of assets in Russia and the taking of security over receivables and bank accounts (the “Draft Securitisation Law”). The Draft Securitisation Law was submitted to the State Duma on 1st September.

The rules for such buyouts are enshrined in the Law “On Joint-Stock Companies” . The law uses several concepts, including voluntary and mandatory buyout offers and a simple buyout. I would like to stress here that these requirements only apply to open joint-stock companies. Let us now consider each of the categories in more detail.

The strategic undertakings in such sectors of economy as telecommunications, hydrometeorology, aviation security and weapon production as well as many others are always subject to special attention by foreign investors and, at the same time, have special protection by the Domestic Government. To protect national interests, most countries nowadays have special legislation regulating foreign investment flowing into the fields of economy having importance for the security and defense of the states.

On July, 3 the State Duma adopted amendments to the Arbitration Procedure Code. The amendments enable courts to integrate debt claims and counter-claims of borrowers litigating loan agreements into one case. They should significantly speed up debt collection under loan agreements by banks and solve some of the more complicated problems courts have encountered in the economic downturn.

On 5 June 2009 Federal Law No. 73-FZ “On introduction of amendments to certain regulations of the Russian Federation” (the “Law”) came into force. The Law introduces changes into the Russian bankruptcy legislation and is designed to protect the interests of creditors’ in corporate bankruptcies.

On 28 April 2009 Federal Law No. 73-FZ “On Amendment of Certain Legislative Acts of the Russian Federation” was adopted, which introduces amendments into the Russian bankruptcy legislation. In response to the growing number of bankruptcy cases and suspected instances of asset stripping prior to and during the bankruptcy process, the legislators have broadened the circumstances under which creditors in a bankruptcy can challenge transactions by the debtor or with respect to the debtor’s assets.

A survey and review of Russian corporate finance activity

2008 was a momentous year for M&A in Russia with the first decline in the number of deals concluded for at least four years. The bull market was never going to last forever, but the decline was much sharper than many had considered. In 2007 deals were concluded at a rate of almost one a day, with a combined value of close to €80bn. In 2008 the number of deals was down a quarter, whilst the value of those deals collapsed by half. Indeed the decline is even more stark when you consider that in Q1 and Q2 of 2008, the deal flow was up on the same period in the preceding year – with the second half of 2008 showing a dramatic fall.

On December 30, 2008, Federal Law No. 306-FZ "On Amendments to Certain Legislative Acts of the Russian Federation Regarding the Improvement of Procedures of Pledge Foreclosure" ("Law 306-FZ") was adopted as one of the anti-crisis measures of the Russian Government. The Law 306-FZ introduces a substantial overhaul of the existing regulatory framework of pledges under Russian law. As a result of the passing of this law, banks have obtained new ways of enforcing loans provided to Russian borrowers and secured by pledge under Russian law.

bbh_legal_bulletin_may_2008 

The State Duma of the Russian Federation is considering a draft law which addresses the issue of the taxation of insurers in connection with implementation in the territory of the Russian Federation of the direct claims adjustments system under the Law “On Motor Third-Party Liability”.

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