Public M&A—Russia—Q&A guide
Public M&A—Russia—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Public M&A—Russia—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Russia—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to public M&A in Russia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2020).

Authors: Morgan Lewis—Vasilisa Strizh; Philip Korotin; Valentina Semenikhina; Alexey Chertov; Dmitry Dmitriev; Valeria Gaikovich

1. How may publicly listed businesses combine?

The key forms of business combination are:

  1. private purchase of shares in the target;

  2. public offer for shares in the target (a tender offer), which can take the form of:

    1. a voluntary tender offer (where there is an intention to purchase more than 30 per cent of the voting shares in the target);

    2. a mandatory tender offer (where, as a result of a transaction, the acquirer, together with its affiliates, will hold 30, 50 or 75 per cent of the voting shares in the target);

    3. a competing tender offer (can be made to compete with an existing voluntary or mandatory tender offer in the course of its duration);

    4. minority shareholders’ buy-out (where the minority shareholders have the right to sell their shares to the acquirer whose shareholding, together with its affiliates, exceeded 95 per cent as a result of a voluntary or a mandatory tender offer); or

    5. minority shareholders’ squeeze-out (where the acquirer of above 95 per cent of voting shares has the right to squeeze out the minority shareholders, subject to the

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