Alexander Zharskiy

Alexander Zharskiy

Partner, Advocate, PhD in Law
Alexander Zharskiy

Chambers Europe

He’s a very competent lawyer in both English and Russian law. It’s not enough to have the technical knowledge, you need to be able to see the commercial picture of the negotiations and to weigh the client’s interests against the risks, and he’s one of the best at this

Biography
Recent work
Publications and Insights
Rankings and awards

Alexander Zharskiy is an ALRUD Partner, he heads Corporate and M&A Practice as well as Healthcare and Pharmaceutical Industry Group. Alexander leads the firm's corporate, corporate finance, mergers and acquisitions and private equity work. He has more than 20-years experience in in-bound and cross-border transaction in a variety of sectors, including agribusiness, retail, financial sector, telecommunication, media and technology, pharmaceuticals, natural resources and real estate.

Alexander is an officer of the IBA “Corporate and M&A Law” committee, he regularly speaks on corporate /M&A topics at Russian and international conferences.

Alexander holds a J.D. degree as well as an LLM degree from University of Manchester. Alexander started his legal career in 1998, joined ALRUD in 2004 and has been a partner since 2007. He is constantly recommended as a leading legal advisor on Corporate and M&A matters by Chambers Europe and Global, Legal 500, IFLR 1000, Who's Who Legal, Best Lawyers.

Clients praise Alexander for his professionalism, business focus and the ability to defend clients' best interests in complex matters.

Alexander Zharskiy is very good in negotiations. He is a good manager of big teams which are working on complex tasks. We always give him wide discretion for the negotiation of our position, and he is able to propose new ideas and solutions for atypical problems. Chambers Europe

ERGO International AG

on sale of ERGO Life Insurance Company to Rosgosstrakh.

UFC

in creation of a joint venture with RCIF and Mubadala, which will focus on the development and expansion of UFC’s (the largest MMA media promotion in the world) business in Russia and CIS.

CEFC China Energy Company Limited

in the acquisition of 14.16% shares in the Russian oil company Rosneft.

Uber Technologies Inc.

regarding its JV with Yandex Taxi, Russia's largest online taxi booking services.

Bayer AG

with regard to acquisition of Monsanto Company, a publicly traded American multinational agrochemical and agricultural biotechnology corporation.

Trafigura

as a part of investment consortium in acquisition of a 49% stake in Mumbai-based Essar Oil Limited.

Puma Energy

in a joint-venture project with Renova group regarding construction of the fuel terminal at the airport as a part of World Cup 2018 Russia infrastructure program.

North Atlantic Drilling Ltd. and Seadrill Limited

on a long term investment and co-operation Agreement with Rosneft.

A shareholder in the sale of Veropharm

(one of the leading generic products producer in Russia) to Abbott Laboratories for 600 mln USD (largest Russian healthcare M&A deal to date).

A shareholder of Solopharm

(one of the largest oral liquid manufacturing plants in Russia) on minority stake sale to the fund Baring Vostok including deal structuring and negotiations on preparation of all documents under the project.

ALRUD experts hold leading positions in the Best Lawyers rating
Best Lawyers – one of the most authoritative international legal ratings – has published the results of the Russian legal market research 2021. The rating is based on the estimates of internationally recognized market players. This is not the first time that ALRUD has taken a leading position in key practices, and this year our experts have managed to expand their presence in the rating. Maxim Alekseyev, Senior Partner, is the winner of the Lawyer of the Year 2021 rating in the field of business administrative regulation. For the second year in a row, the labor practice team brings ALRUD the title of the Law Firm of the Year in Russia 2021. This year, Irina Anyukhina, Partner and Head of the Labor practice, becomes the winner of the Lawyer of the Year 2021 in the field of Labor law. Best Lawyers recommends ALRUD experts in the following fields of law: Arbitration and Mediation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners and Dmitry Kuptsov, Senior Associate Banking and Finance Law - Alexander Rymko, Partner Capital Markets Law - Vassily Rudomino, Senior Partner and Alexander Zharskiy, Partner Competition / Antitrust Law - Vassily Rudomino, Senior Partner, German Zakharov, Partner, Ruslana Karimova and Ksenia Tarkhova, Senior Associates, Roman Vedernikov, Associate Construction Law - Irina Anyukhina, Partner and Stanislav Veselov, Senior Associate Corporate Law - Maxim Alekseyev and Vassily Rudomino, Senior Partners, Alexander Zharskiy, Partner, Olga Pimanova and Oleg Ezhov, Of Counsels, Sergey Khanaev, Senior Associate, Dmitry Pashkov and Alexander Kleschev, Associates Corporate governance and Compliance - Alla Azmukhanova, Associate Criminal Defense - Alexander Mikhailov, Associate Information Technology Law - Irina Anyukhina, Maria Ostashenko and Anton Dzhuplin, Partners and Ksenia Erokhina, Senior Associate Insolvency and Reorganization Law - Vassily Rudomino, Senior Partner, Sergey Petrachkov and Alexander Zharskiy, Partners Intellectual Property Law - Irina Anyukhina and Maria Ostashenko, Partners and Ilya Khodakov, Associate Investment - Vassily Rudomino, Senior Partner Labor and Employment Law - Vassily Rudomino, Senior Partner, Irina Anyukhina, Partner, Olga Pimanova, Of Counsel, Margarita Egiazarova and Anastasia Petrova, Senior Associates Litigation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners, Boris Ostroukhov, Senior Associate, Denis Bekker, Associate Media Law - Irina Anyukhina and Maria Ostashenko, Partners Mergers and Acquisitions Law - Vassily Rudomino and Maxim Alekseyev, Senior Partners, Alexander Zharskiy and Andrey Zharskiy, Partners, Timur Akhundov, Senior Associate Privacy and Data Security Law - Irina Anyukhina, Partner Real Estate Law - Irina Anyukhina and Alexander Zharskiy, Partners and Aleksey Kalinkin, Associate Regulatory Practice - Maxim Alekseyev, Senior Partner and Dina Kravchenko, Associate Tax Law - Maxim Alekseyev, Senior Partner, Elena Novikova, Of Counsel, Sergey Artemiev, Associate Technology Law - Anton Dzhuplin, Partner Telecommunications Law - Irina Anyukhina and Maria Ostashenko, Partners Trusts and Estates - Kira Egorova, Of Counsel, Ekaterina Vasina, Senior Associate
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COVID-19 impact on M&A in Russia: trends and transaction specifics
Every day, the outbreak of coronavirus infection has an increasing impact on the economy, in general and various aspects of business, in particular. In this information letter, we have reflected the main trends and specifics of M&A transactions in Russia, under the conditions of restrictive measures caused by the spread of COVID-19. General trends of the M&A market in Russia under COVID-19 Transactions’ dynamic. Substantial reduction of M&A transactions, particularly those involving foreign investors. At the same time, devaluation of assets creates new opportunities for the purchasers ready to take higher risks, in the current situation of uncertainty. Industries. Less interest in relation to businesses, which have been affected due to restrictive measures, caused by coronavirus infection. At the same time, the industries related to healthcare, deliveries, online trading, AI, IT and telecoms may find increased M&A activity. Structure of transactions. A new wave of restructuring of financing obligations is likely to come, which may also include certain corporate elements (e.g. debt-to-equity conversion, shareholders’ agreements, call / put options). There may be an increased number of distressed M&A transactions, including within insolvency procedures and debt restructuring. Financing of transactions. The possibility to obtain financing, for the purposes of acquiring assets, may be limited. Alternative ways to be considered (e.g. deferred payment / earn-out). Specifics of M&A transactions in Russia under COVID-19 Purchase price. Increased use of the ‘completion accounts’ approach, due to uncertainty. A ‘locked-box’ concept to be used rarely, or in hybrid form, for example, with confirmation of certain financial indicators, at the completion date, as a condition precedent. Deferred payment (holdback, deferred consideration, earn-out) is likely to become widely used. State support measures. Key terms of transactions (e.g. purchase price, or a right to withdraw from the transaction) may depend on certain state support measures, which have already been provided for the target, or which may arise in the future (before and after completion). Material adverse change (‘MAC’). Particular attention to the wording of MAC provisions, especially in relation to epidemics / pandemics, as well as the right of the parties to withdraw from the transaction, in the case a material adverse change occurs. Regulatory approvals. It is necessary to take into account possible delays of state authorities, when reviewing applications for transaction approvals. A purchaser may also demand limitation of its liability for failure to file an application, or to obtain regulatory approvals. Long stop date. Realistic approach to be taken when introducing a long stop date for satisfaction of conditions precedent. To consider a flexible mechanism to prolong a long stop date, for example, in case of delay in obtaining regulatory approvals. The period between signing and completion. Particular attention of the parties to the wording of ‘ordinary course of business’. It is important for a seller to be entitled to immediate actions in extraordinary ‘course of business’, if it is necessary for the business continuity. The parties may additionally agree on an action plan to prevent / overcome the pandemic’s impact on the target’s business. Specific issues in Due Diligence. A purchaser should thoroughly examine the following issues: (1) commercial contracts with suppliers / clients of the target (performance of the agreement by both parties, a right to unilaterally terminate the agreement, ‘force majeure’ provisions, liability for breach of the agreement), (2) structure and collectability of receivables, (3) sufficiency of working capital (including reserves) for operational activity, (4) compliance with regulatory restrictions due to COVID-19, (5) obtaining of any financial aid, or other state support, compliance with the terms and conditions of such support, (6) COVID-19 risks coverage by insurance policies of the target, (7) IT and data protection issues, due to transfer of employees / business to remote working, (8) labor law issues connected with effective restrictive measures, (9) compliance with financial covenants. Specific warranties / representations. Extension of warranties / representations in relation to commercial contracts with suppliers / clients of the target, in particular, relating to the absence of any delays, notifications of failure to perform the contracts, or unilateral termination of the contracts, with the reference to force majeure or other circumstances. Signing and completion. Considering available options for “virtual signing” of transaction documents. Completion procedure, where the physical presence of the parties (their representatives) may be required, should be discussed with the notary in advance (in case of sale of participatory interest in an LLC) or registrar / depositary (in case of sale of shares in a JSC). The official websites of regional notary chambers contain the details of the notaries on duty. Some registrars / depositaries are developing the possibility of remote opening of the account and remote consummation of operations with shares. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practice: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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ALRUD Law Firm advised Mechel Group on the sale of 51% of the Elga coal project
ALRUD experts successfully represented the Mechel Group in the sale of its 51% participatory interest in the companies which operate the Elga coalfield project. Elga coalfield owns one of the world’s largest deposits of high-quality coking coal. Its estimated reserves are approx. 2.2 billion tons. The buyer of the assets is A-Property; the total value of the deal is 89 billion RUB. The transaction had a complex structure, as it involved a simultaneous sale of participatory interests in three Russian companies, restructuring of the companies’ existing indebtedness to the major creditors: top Russian banks – Gazprombank, VTB and VEB.RF, and discharge of existing encumbrances over the companies’ assets and participatory interests. ALRUD’s team was headed by partners Andrey Zharskiy (Head of Natural Resources, Energy and Infrastructure) and Alexander Zharskiy (Head of Corporate / M&A) and was supported by counsel Oleg Ezhov, associates Kristina Akalovich, Anna Derbak and Irina Cherdintseva.
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Practical difficulties in holding annual and extraordinary general meetings of shareholders and the impact of COVID-19 coronavirus on corporate governance
Spring is a busy period in terms of corporate governance. It involves the computations, confirmations and conclusions related to the results of the previous financial year, when the following decisions are needed among others: Approval of annual reports and annual financial statements; Election of a new Board of Directors; Election of an internal Auditor and/or members of internal Audit Commission; Approval of company’s external auditor. To resolve these issues, it is necessary to convene a general meeting of participants or shareholders (hereinafter General Meeting of Shareholders (GMS)), or General Meeting of Participants (GMP), for whom the term, according to the general rule, expires on April 30th for limited liability companies (LLC) and on June 30th for joint-stock companies (JSC). As a general rule, the general meeting of shareholders has a right to consider the said issues, only within the framework of voting in person 1. In connection with the imposition of restrictive measures to combat the spread of coronavirus, many companies have faced difficulties in holding a physical meeting. For these reasons, the legislator and the regulator have taken a number of measures. On March 18th, 2020, the Federal Law No. 50-FZ2 ('Law') came into force (except for certain provisions). It introduced amendments to the organization of general shareholder meetings in joint-stock companies, in 2020. According to Article 2 of the Law, to reduce the number of activities involving large concentrations of people due to the spread of coronavirus infection COVID-19 from 18th March till the end of 2020, the GMS, which is scheduled to address the above issues, can be held in absentia. The decision to hold the meeting in absentia is taken by the Board of Directors (the Supervisory Board), and in its absence, the decision should be taken by the appropriate governing body, whose competence includes the issues of convening and holding shareholder meetings. If the Law does not provide any specific reference to the type of company, Article 2 applies to any joint-stock company, both public and non-public. Please note that the Law does not apply to other organizational and legal forms of legal entities, nor to other meetings (e.g., the annual meeting of owners of investment units of Closed-End Investment Funds), which are necessarily provided for by law. In addition to the Law, on April 3rd, the Central Bank of the Russian Federation issued clarifications3 stating that the in-person form of already-appointed GMS can be changed to an in-absentia form . The decision to change the form can be taken by the body that summoned the GMS. At the same time, the shareholders should be immediately informed about the change in the form of the meeting. Furthermore, on April 2nd, the Federation Council approved the bill 771509-74 that was previously adopted by the State Duma. According to the bill, the GMS and a similar annual meeting of participants of limited liability companies are allowed to be held on or before September 30th, 2020. In connection with the rescheduling, companies may postpone the general meeting until the crisis is over, or conditions improve. The bill also provides for easing corporate requirements for companies, in 2020, as follows: Reducing the value of net assets of a LLC, or a JSC, below the amount of share capital, by the end of 2020, does not entail an obligation to reduce the share capital, nor liquidate the company; Annual consolidated financial statements in 2020 are to be submitted within 180 days after the end of the reporting year, at the latest; A Public Joint-Stock Company can buy back their shares in 2020 under a simplified program, through a broker and at a market price. It is expected that the bill will be signed by the President in the near future, following which, its provisions will come into force. It should also be noted that, under the current regulation, a meeting, in the form of a joint presence, is also permitted to be held using information and communication technologies that enable remote participation in the meeting, discussion of the agenda and decision-making on issues put to vote5. This method can be chosen as an alternative to absentee voting. In this case, it is necessary to take into account the requirements for the procedure for confirmation of the fact of decision-making and the composition of shareholders present. Please note that, due to the fact that the legislator provides the opportunity to hold the GMS in absentia, or by remote voting, the failure to conduct the GMS within the time allowed by law, by reference to force majeure circumstances in the form of COVID-19, is not allowed and may lead to negative consequences, up to and including administrative liability. Despite the above-mentioned legislative and regulatory measures, the legislator has not yet proposed a so-lution to the issue regarding the procedure for holding GMS and GMP by personal attendance, which requires a notarial certification. At the moment, no remote notarial certification mechanism has been introduced ei-ther for deals or decisions of GMS/GMP and, if all participants/shareholders cannot gather in one place, al-ternative solutions should be sought. If you have any difficulty in holding a physical / in presence general meeting, including with the notary, AL-RUD lawyers will be happy to help you. We will closely monitor trends in court practice, statutory regulation, and promptly inform you about any changes taking place. 1 Paragraph 2 of Article 50 of the Federal Law of December 26, 1995 No. 208-FZ 'On Joint-Stock Companies'. 2 Federal Law of March 18, 2020 No. 50-FZ 'On the acquisition of ordinary shares of PAO Sberbank of Russia by the Govern-ment of the Russian Federation from the Central Bank of the Russian Federation, and invalidating certain provisions of the legislation of the Russian Federation'. 3 Information letter of the Central Bank of the Russian Federation on holding general meetings of shareholders in 2020 dated April 3, 2020 No. IN-06-28/48. 4 Draft law 771509-7: 'On amendments to certain legislation of the Russian Federation as it pertains to unification of the con-tent of annual reports of State corporations (companies), public companies, and to establishing the specifics of corporate relations regulation in 2020, and on suspension of provisions of certain legislation of the Russian Federation'. 5 Paragraph 11 of Article 49 of the Federal Law dated December 26, 1995 No. 208-FZ 'On Joint-stock Companies.' We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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ALRUD experts held a webinar on business set up in Russia
On February 4th, ALRUD Law Firm held a webinar 'Set Up Of Business In Russia: Top Milestones'. During the webinar, ALRUD Law Firm experts discussed different issues arising when setting up a business in Russia – shared key corporate and employment milestones of bringing business to Russia and explained formal legal requirements, from the first steps to starting active operation. Speakers on the webinar were Alexander Zharskiy, Partner, Head of Corporate / M&A, Margarita Egiazarova, Senior Associate, Labour and Employment practice, and Dmitry Pashkov, Associate, Corporate, Head of Registration department.
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ALRUD experts helped produce an article for "Kommersant"
Maxim Alekseyev, ALRUD Senior Partner, and Alexander Zharskiy, ALRUD Partner, helped produce an article for 'Ъ'. This article discusses the most important innovations in the tax sphere for 2018-2019. You can find out more about changes in the Russian law, the application of the Russian law to M&A transactions and other important trends, from the full text of the article.
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Vienna International Arbitral Centre obtained the right to administer arbitration disputes in Russia
On 18 June 2019, the Council for Arbitration Development at the Ministry of Justice of the Russian Federation, authorized Vienna International Arbitral Centre («VIAC») to administer arbitration disputes with the seat (place of the arbitration) in Russia. According to Secretary General of VIAC, Dr. Alice Fremuth-Wolf, the arbitration institution receives approximately 60 – 70 claims per year, with 5 – 7 involving Russian parties. VIAC is included in the «white list» of Global Arbitration Review, recommended by International Bar Association. Parties from more than 50 countries around the world use the services of the Centre (more than 70% of these parties are from European countries). By 08 July 2019, the Ministry of Justice is expected to include VIAC in the list of foreign arbitration institutions, with the status of a permanently functioning arbitration institution («PFAI»). VIAC is the second foreign arbitration institution, after Hong Kong International Arbitration Centre. The latter obtained PFAI status in April 2019. It is important to note that, as VIAC does not have a separate subdivision in Russia, it is still precluded from administering domestic disputes and some categories of corporate disputes. We wish to remind you that, as a result of the arbitration reform awards of foreign arbitration institutions, that are not included in the above-mentioned list, are deemed to be rendered ad hoc, which implies certain restrictions in comparison to the awards of the PFAIs. The decision of the Council for Arbitration Development is an important step towards the development of arbitration in Russia and promotion of its attractiveness as an alternative mechanism of dispute resolution. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Dispute Resolution, Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the authors of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Hong Kong International Arbitration Centre has obtained the right to administer arbitration disputes in Russia
On 04 April 2019, the Council for Arbitration Development at the Ministry of Justice of the Russian Federation authorized Hong Kong International Arbitration Centre (“HKIAC”) to administer arbitration disputes with the seat in Russia. By 25 April 2019, the Ministry of Justice is expected to include HKIAC into the list of foreign arbitration institutions with the status of a permanently functioning arbitration institution (“PFAI”). We remind our readers that as a result of the arbitration reform, awards of foreign arbitration institutions that are not included in the above mentioned list are deemed to be rendered ad hoc, which implies certain restrictions in contrast as compared to the awards of the PFAIs. The new status of HKIAC, as the only foreign insti-tution competent to arbitrate disputes seated in Russia, gives it several advantages. First, HKIAC is now authorized to arbitrate the following types of Russian corporate disputes: (A) disputes concerning the ownership of shares in the Russian companies, particularly disputes arising out of share purchase agreements; (B) disputes arising out of agreements between shareholders of the Russian companies concerning the management of that company, including disputes arising from corporate (shareholders’) agreements. We draw your attention to the fact that HKIAC does not have special rules for corporate disputes. Because of this and due to the conflicting Russian regulation, we may not exclude the risk that arbitration of the disputes mentioned in par. (B) by HKIAC may be problematic. Additionally, the lack of special rules for corporate disputes prevents HKIAC from arbitratingsomeother corporate disputes. The second advantage of the new status of HKIAC is that its awards from now on will be considered final, provided the text of the arbitration agreement expressly stipulates it. Moreover, PFAI status allows the parties to the arbitration to apply to a state court for assistance in evidence collection, as well as to limit the powers of the state court to intervene into the proceedings, particularly, on the issue of appointment and challenge of the arbitrators. It is important to note that, as HKIAC does not have a separate subdivision in Russia, it is still precluded from administering domestic disputes between Russian parties with the seat of arbitration in Russia. In addition, in accordance with Russian regulation, some corporate disputes remain non-arbitrable, particularly disputes regarding Russian strategic companies. The decision of the Council for Arbitration Devel-opment is an important step towards the devel-opment and promotion of arbitration in Russia as well as towards more efficient enforcement of the legalagreements entered in respect to the Russian companies. Amongst the abovementioned benefits, the approval of HKIAC’s requestmay encourage other foreign arbitration institutions to submit their requests for authorization to administrate disputes with the seat of arbitration in Russia. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Dispute Resolution, Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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On disclosure of UBO of Russian companies
Let us draw your attentionthat Russian legal entities are obliged topossessinformation about their ultimate beneficial owners (hereinafter the «UBO») in accordance with para.1art. 6.1 of the Federal Law No. 115-FZ “On prevention the legalization (laundering) of proceeds of crime and financing of terrorism”. On February 3, 2019 the Federal Tax Service (he-reinafter the «FTS») obtained possibility to officially send formal requests to Russian legal entities in order to obtain information about theirUBOs(Order of the FTS of Russia dated December 20, 2018 No. MMB-7-2/824@). Upon the request from the FTS, the legal entity is obliged to provide information about its UBOs or to report on measures taken to obtain this information. Violation of the above obligation is subject to the administrative fine: for the officials from 30 to 40 thousand rubles, for the legal entities - from 100 to 500 thousand rubles in accordance with art. 14.25.1 of the Russian Code of administrative offenses. We would like to emphasize that it is very important for Russian business to obtaininformation about its UBOsin timefrom its participants/shareholders.ALRUD team would be pleased to assist you with all ne-cessary actions, if required. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Russian arbitration law reform
On 27 December 2018, the Russian President signed an Amendment Law into the Russian Law on Arbitration. The Amendment Law represents a further step forward in arbitration reform, which Russia is going through, that started from 2015. Previously, the arbitration reform applied only to the four domestic arbitration institutions that were allowed to arbitrate disputes in Russia. Those institutions were the International Commercial Arbitration Court (ICAC), the Maritime Arbitration Commission (MAC) at the Russian Chamber of Commerce and Industry (both were exempted from the obligation to obtain a license), Russian Arbitration Center at the Institute of Modern Arbitration and Arbitration Center at the Russian Union of Industrialists and Entrepreneurs (RSPP). The Amendment Law is aimed to liberalize the legal framework of arbitration institutions and simplify the process of obtaining licenses by domestic arbitration institutions. Furthermore, the Law annuls the necessity of obtaining such licenses by foreign arbitration institutions, but rather vests, on the Ministry of Justice, an obligation to maintain the list of reputable foreign arbitration institutions. There is still a requirement to apply to the Ministry of Justice, in order to be included in the mentioned list and be able to administer domestic disputes, or foreign disputes, with a Russian seat of arbitration. However, cancellation of formal licensing of foreign arbitration institutions is a good sign. As of today, the Council for Development of Arbitration is considering the application of one of the most reputable foreign institutions of the Far East and the legal community is optimistic about it, as it may serve as a good example of entering into the Russian arbitration market. Those arbitration institutions, which do not have licenses, are prohibited from performing any activity relating to arbitration and administration of disputes. In addition, non-licensed institutions, as well as ad hoc arbitrations, are not allowed to advertise their services in any form, including advertising on the Internet. The mentioned amendments are aimed at further elimination of the Russian arbitration phenomenon called “pocket” arbitration. The Amendment Law also changed the approach, previously established for corporate disputes arising out of shareholder agreements. Previously, the arbitration law provided that such disputes could only be considered by permanent arbitration institutions, which adopted arbitration rules for corporate disputes. The Amendment Law cancelled this rule and allowed administration of such disputes, with the seat of arbitration in Russia, by permanent arbitration institutions, which do not have such rules. The Amendment Law further provides that it is sufficient to conclude an arbitration agreement between the parties of the shareholder agreement, clarifying the previous controversial wording of the Arbitration Law, which prescribed that all shareholders, as well as the company itself, shall be the party to arbitration agreement. The Amendment Law further grants the Council for Development of Arbitration, which initially was created to provide recommendations in licenses’ issuance, the powers to analyze the case law on arbitration. We note that the amendments have been introduced into Arbitration Law, but we hope that the corresponding amendments in procedural codes, relating to arbitration, will soon follow. The Amendment Law comes into force on 29 March 2019. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Dispute Resolution, Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Trends in registration of business in Russia in 2018
2018 has passed; it was full of events and changes in legislation. We would like to share the main trends in registration of business in Russia in 2018 with you. Federal Tax Service (hereinafter the “FTS”) continued its campaign on introducing records on non-reliable data about business into the Unified State Register of Legal Entities (hereinafter “USRLE”), even in respect of the compliant businesses. The main reasons are as follows: registered and factual offices are different; the office number is not detailed in the address of business in USRLE; business may not receive correspondence at its registered office. Said record can lead to significant risks for business (up to its liquidation), its shareholders and managing bodies. Interviews of the general director of business in the course of incorporation, re-location or reorganization became a common practice of FTS in 2018. The purpose of such interviews is identifying grey companies and making obstacles for them to avoid payment of taxes and debts. Compliant business has nothing to fear, but it is still recommended to be prepared for said interviews. FTS should issue documents confirming registration in electronic form only, starting from April 2018. In practice, this does not work yet and FTS continues to issue paper documents, however this may change any moment. New electronic tool of FTS (https://service.nalog.ru/regmon/) was launched in October 2018. It allows to get notifications, once a certain company files documents for registration, of any changes. This may be very useful for monitoring the status of parties to judicial process, or debtors of business. Numerous changes could have occurred in your business in 2018. We would like to take this opportunity and remind about importance of their timely registration. ALRUD team would be pleased to assist you with this if required. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Chambers Europe, 2020 recommends Alexander in Corporate / M&A.
Chambers Global, 2020 recommends Alexander in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2020 includes Alexander in Hall of Fame for Corporate / M&A, Banking and Finance; recommends in TMT.
Who`s Who Legal, 2019 recommends Alexander in Life Sciences: Transactional, Corporate: Merger & Acquisition, Corporate: Corporate Governance, Trade & Customs.
Best Lawyers, 2020 recommends Alexander in Corporate / M&A and Real Estate.
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