Analytics Legal analytics Corporate practice. M&A

2
February

Special investment contract under new rules (SPIC 1.1)

Just before New Year’s the Government of the Russian Federation changed the rules for concluding special investment contracts (SPIC). The new rules are meant to improve the SPIC mechanism taking into account its previous application. The amendments will come into force on June 18, 2018 but given the duration of investment planning and the procedure of concluding the contract, it would be useful to know about these changes now.

Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
Artem Gasparyan, Associate of Southern directorate
13
November

Advertising legal requirements (Practical overview)

Advertising is a socioeconomic phenomenon whose uniqueness is marked by the continuous development of techniques and methods to share advertising information with consumers. Companies are always moving forward, creating new approaches how to produce advertising. This requires advertisers to be guided by law enforcement practices. This alert does not presume to analyze the entire scope of legal requirements and constraints that cover advertising, but it is intended to provide a brief practical overview of the main legal restrictions for advertising.

31
August

Disclosing beneficiaries: the subtleties of performing obligations

Executive authorities can now require that legal entities disclose their beneficiaries. Treating the new regulations in an attentive manner can help avoid any unjustified accusations. By February 13th next year, the relevant authorized government agencies need to ratify the form their requirements will take, after which the mechanism will enter into full force. It will also permit controlling whether companies are meeting their associated requirements to clarify, update, and store information about their beneficiaries. However, practice in applying this has not taken shape yet, and along with that the law’s wording could result in ambiguous interpretations. That is why it is advisable for companies to pay attention to several important points.

Alexander Garmaev, Head of projects, Corporate and M&A practice
Ilya Shengeliya, Project manager Southern directorate
23
September

Insurance and reinsurance in the Russian Federation: overview

Market trends and regulatory framework, regulation of insurance and reinsurance contracts and other trends and news in insurance/reinsurance in Russia

Alexander Garmaev, Head of projects, Corporate and M&A practice
14
March

Presidium of SAC RF on the recovery of damages from the directors

On 15 February 2014, published was Decree No. 1114/13 of the Presidium of SAC RF dated 22 October 2013, which is developing jurisprudence on the recovery of damages from the boards of directors of business entities. (This legal update is available only in Russian)

Alexander Garmaev, Head of projects, Corporate and M&A practice
28
February

Securitization of project financing

On the eve of the new year, the President of the Russian Federation signed Federal Law No. 379-FZ dated 21.12.2013 “On Amendments to Certain Legislative Acts of the Russian Federation”. The signing of this law has led to changes in the law on notaries, the rules regulating the legal regime for secured bonds, as well as additions to the RF Civil Code of articles governing the legal regime of nominal and the escrow accounts and the legal status of specialized companies. We present to your attention the analytical review of “Securitization of project financing”, which analyses the changes in legislation, in the most important spheres of public-private partnerships. (This legal update is available only in Russian)

Irina Dolgikh, Senior associate of PPP and infrastructure practice
Alexander Garmaev, Head of projects, Corporate and M&A practice
21
December

The Presidium of SAC RF on information rights of former shareholders

In 2011, SAC RF outlined the main guidelines for corporate governance practices in the part of information rights of shareholders (see Information letter of the Presidium of SAC RF dated 18 January 2011 No. 144 “On some questions in the practice of consideration by courts of arbitration of disputes on providing information to participants of business entities”). Resolution of the Presidium of SAC RF dated 09 October 2012 No. 9011/12, published on 6 December 2012, complements earlier formulated legal approaches with rules about the information rights of former shareholders. (This legal update is available only in Russian)

Alexander Garmaev, Head of projects, Corporate and M&A practice
7
September

Presidium of SAC RF gave the green light to the doctrine of “piercing the corporate veil” in Russian courts

The Russian judicial practice at the level of the Decree of the Presidium of SAC RF was first recognized by the doctrine of piercing the corporate veil, or lifting the corporate veil.. (This legal update is available only in Russian)

17
April

The new practice of SAC RF on recovery of shares

The burden of proving the amount of shares subject to recovery has now been placed on the defendants – unscrupulous purchasers of shares. (This legal update is available only in Russian)

Alexander Vyazovik, Partner, Head of Volga directorate, Head of Restructuring & Insolvency practice
29
November

Currency controls: the new rules for dealing with banks

In November 2017, two regulatory acts were published that made significant adjustments to the mechanisms for banks to control hard currency. The first one is Guideline Manual No. 181-И, issued by the Bank of Russia (the Central Bank), that must be followed starting January 1st, 2018 to record and furnish reporting on operations with hard currency (hereinafter Manual No. 181-И). The Manual is supposed to loosen currency controls by decreasing the burden borne by residents. The second act has the opposite effect, and is geared toward tightening currency controls. This is Federal Law No. 325-FZ, which, when it enters into force on May 14th, 2018, will make it easier for banks to respond to any violations of currency law, and draws distinctions between the types of administrative liability in this area.

Victor Petrov, Head of Litigation practice
Ilya Shengeliya, Project manager Southern directorate
28
September

Checklists: what to expect from the new audit mechanism

Starting October 1st, 2017 certain supervisory and audit authorities are supposed to use checklists hat have questions used to gather information. This new mechanism is designed to solve several tasks at once: to streamline, simplify, and increase the transparency of audits. This is all for the auditors. However, people who are involved in business will also benefit from this tool if they can adopt the right approach.

Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
Ilya Shengeliya, Project manager Southern directorate
13
April

Changes to the APC RF were made at the initiative of the Supreme Court of the Russian Federation

On 29 October 2014, the Supreme Court of the Russian Federation introduced to the State Duma a draft federal bill No. 638178-6 “On Amendments to the Arbitration Procedure Code of the Russian Federation and in the second part of the Tax Code of the Russian Federation”. The bill not only makes significant changes to the existing provisions of the Arbitration Procedure Code, but also offers an innovation, previously unknown in arbitration procedural law, the institute of summary procedure.

Alexander Sitnikov, Managing partner
Evgeniy Rodin, Partner, Head of Energy practice
16
September

Topical issues of corporate law

VEGAS LEX law firm issued a collection of publications from the year 2014, on current issues of corporate law. (This legal update is available only in Russian)

Alexander Garmaev, Head of projects, Corporate and M&A practice
11
March

Nationwide Survey "Practice of Fighting the Corporate Fraud"

VEGAS LEX law firm and Russian Union of Industrialists and Entrepreneurs are happy to bring to your attention the Nationwide Survey «Practice of Fighting the Corporate Fraud» Final Report. The key mission of the Survey was to improve the tools of fighting the corporate fraud in Russia and elaborate suggestions for improving and updating Russian laws.

Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
Ilya Shengeliya, Project manager Southern directorate
1
September

Responsibility of managers. Resolution No. 62 of the Plenum of SAC RF dated 30.07.2013

On 30 July 2013, published was Resolution No. 62 of the Plenum of SAC RF on the questions of responsibility of the management bodies of a legal entity. For a long time, there was no common approach to the identification and assessment of such legal categories as integrity and reasonableness of the activities of the legal entity, and stablishing limits on business risks. (This legal update is available only in Russian)

Сollective of authors, VEGAS LEX
15
November

The flip side of the “golden parachute”

Resolution of the Presidium of SAC RF on September 4, 2012 No. 17255/09. (This legal update is available only in Russian)

Alexander Garmaev, Head of projects, Corporate and M&A practice
3
September

Presidium of SAC RF gave the green light to the doctrine of “piercing the corporate veil” in Russian courts

The Russian judicial practice at the level of the Decree of the Presidium of SAC RF was first recognized by the doctrine of piercing the corporate veil, or lifting the corporate veil. (This legal update is available only in Russian)

Alexander Garmaev, Head of projects, Corporate and M&A practice
25
January

Position of the Presidium of SAC RF on the resolution of corporate disputes

(This legal update is available only in Russian)

Сollective of authors, VEGAS LEX
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