Insights

Whilst this has not been formally announced yet, we understand that the Sub-Commission of the Government Commission for Control over Foreign Investments in Russia, which is one of the ultimate decision-makers in counter-sanctions matters, has resolved, pursuant to the relevant instructions of the Russian President, that the conditions for clearing transactions whereby non-Russian companies associated with unfriendly states sell their Russian securities, including shares/equity interests in Russian companies, should be materially tightened.

11.10.2024

On 2 October 2024, Presidential Decree No. 840 instructed Russia’s Central bank to introduce a regulatory framework for new Type S custody accounts to be opened by Russian depositaries directly with Russian registrars, and specify which Russian securities are to be kept on such New S Accounts.

09.10.2024

In one of our previous alerts, we advised that a draft law amending the Russian Code of Administrative Offences had been submitted to the State Duma to establish, among other things, sanctions for failure to comply with the requirements of Law No. 470-FZ On Peculiarities of Regulation of Corporate Relations in Business Entities that are Economically Significant Organisations. On 22 June 2024, that law was signed by the President of Russia, published and entered into force.

26.06.2024

May 2024 was marked by a number of developments in Russian counter-sanctions regulations.

27.05.2024

On 13 March 2024, a new Presidential Decree (No. 186) was enacted with immediate effect, which excluded AO Danone Russia from the List. The new decree does not say anything about the reasons behind the exclusion of AO Danone Russia and, thus, reinstatement of Danone’s control over its Russian subsidiary.

15.03.2024

On 26 February 2024, a new Presidential Decree (No. 143) was published and immediately came into effect (the New Decree). The New Decree amends Presidential Decree No. 520, dated 5 August 2022, which introduced a requirement to obtain Presidential consent to transactions with shares in certain Russian companies held by persons associated with the designated unfriendly states.

28.02.2024

On 23 January 2024, Resolution of the Government of the Russian Federation No.40 dated 22.01.2024 On Amendments to Resolution of the Government of the Russian Federation No. 295 dated 6 March 2022 was published. The Resolution clarifies the rules for approval by the Government Commission for Control over Foreign Investments in the Russian Federation of transactions requiring approval after countersanctions Presidential decrees.

26.01.2024

On 20 November, the Russian Government published Resolution No. 1836 approving “the rules for listing Russian business entities as “economically significant organisations”.

27.11.2023

On 2 November 2023, further draft amendments to Law 470-FZ were submitted to the State Duma. Furthermore, consequent amendments to the Russian Code of Administrative Offences were submitted, also on 2 November, to the State Duma – with a view to equipping Law 470-FZ with administrative sanctions.

07.11.2023

In early September 2023, Federal Law No. 470-FZ On the Peculiarities of Regulating Corporate Relationships in Business Entities That Are Economically Significant Companies (the Law) came into effect. On 20 October 2023, draft amendments to the Law were submitted to the State Duma for consideration. The purpose of the amendments is to lay practical legal groundwork for such effective removal.

23.10.2023

The Sub-Commission of the Government Commission for Control over Foreign Investments in the Russian Federation, the ultimate decision-making body in many matters concerning the counter-sanctions regime, has updated the application form for the approval of qualified transactions.

18.10.2023

The Sub-Commission of the Government Commission for Control over Foreign Investments in the Russian Federation, which is the ultimate decision maker in many matters concerning the counter-sanctions regime, has decided to increase the amount of the voluntary contribution, payment of which is often a condition for the approval by the Government Commission of a qualified transaction.

10.10.2023

On 9 September 2023, Russian President Vladimir Putin signed Decree No. 665 “On the temporary procedure for the performance of state debt obligations of the Russian Federation owed to residents and foreign creditors and expressed in foreign currency-denominated government securities and other obligations under foreign securities”.

13.09.2023

On 23 August 2023, the Russian Ministry of Finance published an excerpt from the minutes of a meeting of the Sub-Commission of the Government Commission for Control over Foreign Investments (the ultimate decision maker in most matters concerning counter-sanctions), which softened the guidelines for granting approvals for the payment of dividends by Russian companies to their foreign shareholders associated with unfriendly states.

25.08.2023

On 4 August 2023, Federal Law No. 470-FZ was published. The Law introduced certain mechanisms for the exclusion of foreign holding companies associated with unfriendly states, which hold at least 50% of the voting rights in Russian legal entities that are considered essential for the Russian economy, from the ownership structure of the Significant Companies.

09.08.2023

On 4 August 2023, Federal Law No. 422-FZ (the Law) was published. The Law introduced amendments to, among others, Federal Law No. 281-FZ On Special Economic Measures and Coercive Measures dated 30 December 2006. New restrictions are similar to restrictions under US and EU personal sanctions in relation to Russian persons and are, in fact, a response to those.

07.08.2023

On 12 July 2023, the Russian Ministry of Finance published an excerpt from the minutes of a meeting of the Sub-Commission of the Government Commission for Control over Foreign Investments (the ultimate decision maker in most matters concerning counter-sanctions), which introduced changes to the guidelines for approval of divestments by investors associated with unfriendly states. Also, the excerpt listed conditions for payment of dividends to shareholders associated with such states.

14.07.2023

On 10 July 2023, the Russian President signed into law new amendments to the Law On the Protection of Competition. The amendments, also known as the Fifth Antimonopoly Package, will come into effect on 1 September 2023 and will affect, among other things, the merger control rules.

12.07.2023

Earlier we informed you about Presidential Decree No. 364 dated 22 May 2023 on Amending Presidential Decree No. 430 dated 5 July 2022 (“On Repatriation by Residents – Participants of Foreign Economic Activity – of Foreign and Russian Currency”). Until recently, the official procedure for granting such approvals was not fully aligned with Presidential Decree No. 364. Consequently, this created practical difficulties. On 29 June 2023, Government Resolution No. 295 was amended with a view to such alignment.

05.07.2023

The Central Bank of Russia has issued a formal clarification (No. 3-OR dated 2 June 2023) in which it confirmed, with some elaboration, its previous position as to what constitutes control for the purposes of the counter-sanctions regulations.

06.06.2023

The President’s Decree No. 364 dated 22 May 2023 on Amending the President’s Decree No. 430 dated 5.07.2022 (“On Repatriation by Residents – Participants of Foreign Economic Activity – of Foreign and Russian Currency”) (the “Decree”) has been published.

24.05.2023

In March, we informed you about the enactment of Presidential Decree No. 138 On Further Temporary Economic Measures Relating to Securities Trading, dated 3 March 2023 (the Decree) which introduced new restrictions for transactions with Russian tradeable securities between Russian residents and non-residents from unfriendly jurisdictions. Recently new developments on the Decree were resolved.

11.05.2023

On 28 April 2023, the Russian President signed a law that introduced amendments to the Law On Foreign Investments in Strategic Assets (Law No. 57) aimed at strengthening control over foreign investments in Russia and making penalties for the breach of Law No. 57 more severe.

02.05.2023

On 25 April 2023, a new Presidential decree on counter-sanctions (Decree No. 302 On Temporary Administration of Certain Assets) was enacted with immediate effect, arguably as a response of the Russian Government to the freezing of certain Russian energy-related assets located in the unfriendly states.

27.04.2023

On a related note, on 21 April 2023 the Ministry of Finance published a list of seven associations of appraisers which it recommends for the preparation of expert opinions.

25.04.2023

Stonebridge Legal Team prepared an alert regarding the decision of the Sub-Commission of the Government Commission for Control over Foreign Investments in the Russian Federation (the ultimate decision maker in many matters concerning the counter-sanctions regime), which introduced some changes to the rules regarding the 10% contribution.

30.03.2023

Stonebridge Legal Team prepared an alert regarding an initiative of the Russian Ministry of Finance and Ministry of Foreign Affairs to suspend double taxation treaties with all the foreign states designated as unfriendly.

20.03.2023

Stonebridge Legal Team prepared an alert regarding Presidential Decree No. 138 On Further Temporary Economic Measures relating to Securities Trading entered into force.

09.03.2023

On 22 February 2023, the Russian Ministry of Finance, which is responsible for processing applications for Government Commission consents under Russian counter-sanctions regulations, published a list of appraisers recommended for providing valuation reports required as part of such applications.

03.03.2023

Stonebridge Legal team prepared an alert regarding a draft law “On Deoffshorisation”, which was introduced in the State Duma on 23 January 2023.

25.01.2023

Stonebridge Legal Regulatory practice prepared an alert regarding Presidential Decree No.16 (the Decree), which came into effect on 17 January 2023. The Decree provides for a temporary corporate governance regime for certain categories of Russian companies with a controlling shareholder/beneficial owner sanctioned by a foreign state and minority foreign shareholder(s) associated with unfriendly foreign states.

19.01.2023

Stonebridge Legal Regulatory practice prepared an alert regarding newly adopted developments of the Russian Foreign Investment Regime.

09.01.2023