Russia merger control (2019)
Produced in partnership with ALRUD
Russia merger control (2019)

The following Competition guidance note Produced in partnership with ALRUD provides comprehensive and up to date legal information covering:

  • Russia merger control (2019)
  • 1. There have been recent developments regarding the Russian merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Russia?
  • 2. Under Russian merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the FAS?
  • more

A conversation with Vassily Rudomino, senior partner, Roman Vedernikov, senior attorney, Nadezhda Filimonova, attorney at Russian law firm ALRUD on key issues on merger control in Russia.

NOTE–to see whether notification thresholds in Russia and throughout the world are met, see Where to Notify.

1. There have been recent developments regarding the Russian merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Russia?

Merger control rules in Russia are set forth by the Federal Law No 135-FZ dated 26 July 2006 'On Protection of Competition' (the Competition Law) as well as by decrees and guidelines of the Russian competition authority, the Federal Antimonopoly Service of the Russian Federation (the FAS) which regulates the procedure and peculiarities of the merger control clearance.

Except for the general procedures and rules established by the Competition Law, there is also a specific merger control regulation for foreign investments (the Federal Law No 160-FZ dated 9 July 1999 'On Foreign Investments in the Russian Federation', the Foreign Investment Law) and foreign investments in companies of strategic importance (the Federal Law No 57-FZ dated 29 April 2008 'On Foreign Investments in Business Entities which are of Strategic Importance for National Defense and State Security in the Russian Federation', Strategic