Merger control law and regulation in Russia

Authority / Source

  • The Federal Antimonopoly Service of Russia (the “FAS”) and its regional offices.
  • The Federal Law No. 135-FZ dated 26 July 2006 “On Protection of Competition”.

Mandatory / Voluntary

Mandatory

When to notify?

Pre-transaction clearance – before the closing, no specific rules regarding the time limits but the clearance is valid for 12 months.

Intragroup transactions may be subject to specific clearance proceedings involving publication of the group organisational structure 1 month before the closing, and subsequent post-transaction notification to be submitted to the FAS within 45 days after closing.

Threshold(s)

Pre-transaction clearance

  • The aggregate worldwide value of assets of the acquirer’s group and the target’s group exceeds RUB 7 bn (approx. EUR 150 m); or the aggregate worldwide revenue of the acquirer’s group and the target’s group of companies from the sale of goods, works and services during the last calendar year exceeds RUB 10 bn (approx. EUR 210 m); and
  • the aggregate worldwide value of assets of the target’s group of companies exceeds RUB 250 m (approx. EUR 5.3 m); or
  • the acquirer, the target or any company in their group is included in the FAS Register of Business Entities with a Market Share Exceeding 35% (mostly applicable to Russian companies).

Special thresholds apply to financial organisations.

Obligation on whom

As a general rule, on the acquirer, on the founders of a new company (if the capital of the new company is paid by contributions-in-kind such as fixed and intangible assets or shares in other companies).

Consequences of failure to notify

Fines up to RUB 500,000 (approx. EUR 10,500); the General Director may also incur administrative liability (fines up to RUB 20,000, approx. EUR 425).

Possibility for the FAS to unwind the transaction through the court, if it has resulted in, or may lead to, a restriction of competition in the relevant market.

Consequences of implementing a transaction despite obligation to suspend until clearance

The same as above.

Consequences of implementing transaction despite prohibition decision

The same as above.

Stages

First Stage – 30 calendar days (general term)

Consideration of the application.

Second Stage

The general term of examination of the pre-transaction application may be extended by the FAS for an additional period of up to two months if further information is requested; or for an additional period of up to nine months if the FAS concludes that certain conditions should be fulfilled by the parties to the transaction before the clearance.

Foreign-to-foreign mergers caught?

Yes, if they may impact competition in Russia. More specifically, such transactions are subject to clearance if they involve the transfer of more than 50% of shares (participatory interests) in foreign companies that generate turnover on the Russian market in an amount that exceeds RUB 1 bn (approx. EUR 22.21 m) in the year preceding “the date of transaction”; acquisition of rights to determine such a foreign company’s business activities or rights to act as its sole executive body is also caught by the above rule. In addition, acquisition of shares in a non-Russian holding company that owns shares in the Russian subsidiary, may be caught by Russian merger control rules as acquisition of indirect control over the Russian subsidiary.

Treatment of JVs

General rules apply. Depending on the JV structure merger clearance may be required for the transfer of assets or contribution of shares to the JV. In June 2013 the FAS elaborated Guidelines on the assessment of JV projects that cover different aspects of JV functioning (including assessment of non-competition clauses).

Up to date as of 1 September 2014
Euro exchange rate as of 1 September 2014

Contact points

This manual is intended only to provide an overview of the merger control rules and regulatory requirements in the EU, the EEA and the European countries listed. The information and views expressed in this manual are not necessarily comprehensive and do not purport to give professional advice. If you would like further information, please contact the following:

CMS Russia

Gogolevsky Boulevard, 11
119019 Moscow
Russia
T +7 495 78 64 000
F +7 495 78 64 001