FBK Legal partner, Alexander Ermolenko made a report at "M&A trends in 2012" conference.
‘M&A trends in 2012’, a conference organized by The Moscow Times, took place on May 31, 2012 in Moscow. FBK Legal partner and head of Corporate Law practice, Alexander Ermolenko attended with his report ?Forecasts for M&A deals development by accounting for last amendments to the civil law?.
The lawyer gave a detailed analysis of the amendments to the Civil Code of the Russian Federation passed in a first reading in April by Gosduma. In particular he reminded on a number of ?defects? appearing in the process of structuring M&A deals in accordance with the Russian law: “Inconvenient prohibitions, insufficient freedom of contract, that is impossibility to restrict the ownership and corporate rights arising out of property for shares and stocks, pertain to the main difficulties. Recovery of damage and penalty is another problem. Top-management is not usually held liable in our legal practice, no liability is imposed for breaking promising etc.?. According to him these were the main reasons why the parties preferred to conclude M&A deals in accordance with the English law.
Today a number of English legal norms are proposed to be introduced by the lawmaker. Ermolenko mentioned the following amendments that shall have the biggest significance for M&A deals: option contract (Art. 429.2), contingent deposits (escrow) (Ch. 47.1) and statement of conditions (Art. 431.2). In general they were described as ?acceptable mechanisms? by the expert who still had some open questions. As regards options for example it?s important in which way the court practice is developing. Relation between imperative norms and freedom of contract remains questionable. ?In general we can be sure, that amendments to the Civil Code will ensure more work both for the courts and M&A lawyers?, - according to Ermolenko.
The conference was also attended by Sergey Puzyrevsky, head of legal directorate at Federal Antimonopoly Agency, Valery Seleznev, senior duty chairman of Gosduma Committee for issues of property, Dmitry Dedov, judge at the RF Supreme Court of Arbitration, Ovanes Oganesyan, Troika Dialog strategist, Kshishtov Zelitsky, vice-president for M&A at TNK-BP and others.
The lawyer gave a detailed analysis of the amendments to the Civil Code of the Russian Federation passed in a first reading in April by Gosduma. In particular he reminded on a number of ?defects? appearing in the process of structuring M&A deals in accordance with the Russian law: “Inconvenient prohibitions, insufficient freedom of contract, that is impossibility to restrict the ownership and corporate rights arising out of property for shares and stocks, pertain to the main difficulties. Recovery of damage and penalty is another problem. Top-management is not usually held liable in our legal practice, no liability is imposed for breaking promising etc.?. According to him these were the main reasons why the parties preferred to conclude M&A deals in accordance with the English law.
Today a number of English legal norms are proposed to be introduced by the lawmaker. Ermolenko mentioned the following amendments that shall have the biggest significance for M&A deals: option contract (Art. 429.2), contingent deposits (escrow) (Ch. 47.1) and statement of conditions (Art. 431.2). In general they were described as ?acceptable mechanisms? by the expert who still had some open questions. As regards options for example it?s important in which way the court practice is developing. Relation between imperative norms and freedom of contract remains questionable. ?In general we can be sure, that amendments to the Civil Code will ensure more work both for the courts and M&A lawyers?, - according to Ermolenko.
The conference was also attended by Sergey Puzyrevsky, head of legal directorate at Federal Antimonopoly Agency, Valery Seleznev, senior duty chairman of Gosduma Committee for issues of property, Dmitry Dedov, judge at the RF Supreme Court of Arbitration, Ovanes Oganesyan, Troika Dialog strategist, Kshishtov Zelitsky, vice-president for M&A at TNK-BP and others.
