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Commercial

Business-oriented legal advice

Operating in today’s increasingly regulated markets, you need to manage your commercial risk while achieving your business objectives. With over 50 lawyers, our team is trained to understand the cultural and business variations impacting commercial arrangements delivering not just legal advice but commercial and practical future-oriented business solutions. 

Sector-specific expertise

Your success is built upon the effectiveness of your relationships with both customers and suppliers. Sector-specific contractual arrangements are key to this. Not only do you need the right legal answer, you need it in the context of the market in which you operate. 

We organise our teams around sectors and industries relevant to you, including financial services, manufacturing, automotive, consumer products, energy, hotels and leisure, infrastructure and projects, life sciences & healthcare, supply and logistics, real estate and construction, technology, telecoms, media and sports.

Our team advises you on all business commercial issues: 

  • commercial contracts
  • supply services
  • e-commerce
  • IT or telecoms agreements
  • data protection
  • design and manufacturing
  • advertising
  • sponsorship and marketing
  • consumer sales 
  • software licensing
  • outsourcing of sales
  • agency, distribution and franchise agreements

Cross-disciplinary support

Our commercial lawyers also benefit from the support of colleagues expert in complementary legal areas. Tax lawyers ensure that contracts are tax-efficient and that any liability is properly allocated between the parties. Competition law specialists enable contracts to exploit rights or distribute products as effectively as possible, within the constraints of an ever-changing legal and regulatory framework.

Please get in touch with the Head of our Commercial group Leonid Zubarev

Here you can find a list of all Commercial lawyers.

How can we help you?

We will be glad to support you commercial law issues in Russia. Please get in touch with your current request.

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18/07/2022
Rus­si­an Min­istry of In­dustry and Trade to have ac­cess to data of re­gis­tra­tion...
The Rus­si­an Pres­id­ent signed Fed­er­al Law No. 311* al­low­ing the Min­istry of Health to provide the Min­istry of In­dustry and Trade with sens­it­ive in­form­a­tion from re­gis­tra­tion dossiers of medi­cines even if the in­form­a­tion is pro­tec­ted as a trade secret. The rel­ev­ant amend­ments to the Fed­er­al Laws “On Com­mer­cial Secrets”* and “On Cir­cu­la­tion of Medi­cines”* will be of­fi­cially pub­lished this week.Pre­vi­ously, in­form­a­tion con­sti­tut­ing a trade secret held by the Min­istry of Health could only be trans­ferred at the re­quest of the courts or the bod­ies re­spons­ible for in­quir­ies and pre­lim­in­ary in­vest­ig­a­tions.This in­form­a­tion will now be trans­ferred to the Min­istry of In­dustry and Trade with­in the frame­work of in­ter­de­part­ment­al in­ter­ac­tion, and the com­pany will be no­ti­fied of the trans­fer. The Min­istry of Health and the Min­istry of In­dustry and Trade will jointly de­term­ine the de­tailed pro­ced­ure for such in­ter­ac­tion.Ac­cord­ing to the amend­ments, the in­form­a­tion can be trans­ferred to the Min­istry of In­dustry and Trade only for li­cens­ing pur­poses or to in­spect medi­cine pro­duc­tion fa­cil­it­ies. However, the new law neither es­tab­lishes con­trol mech­an­isms for such re­stric­tions nor provides any dir­ect sanc­tions for non-com­pli­ance.The above changes do not form­ally af­fect the pro­tec­tion of trade secrets and in­tel­lec­tu­al prop­erty in Rus­sia. However, in prac­tice, the in­crease in the num­ber of re­cip­i­ents of con­fid­en­tial in­form­a­tion about medi­cines and pro­duc­tion pro­cesses nat­ur­ally in­creases the risk of leak­age.* In Rus­si­anCo-au­thored by Ivan Za­raiskiy, As­so­ci­ate, and Maria Volkodaeva, Paralegal in Life Sci­ences & Health­care.
13/07/2022
Pro­ced­ure in­tro­duced to trans­fer mar­ket­ing au­thor­isa­tion cer­ti­fic­ates for...
Dur­ing the events of Spring 2022, there were some sig­ni­fic­ant le­gis­lat­ive changes which have not been widely re­por­ted, but are of in­terest to busi­nesses act­ive in the EAEU.One of these changes is the in­tro­duc­tion of a pro­ced­ure for trans­fer­ring a mar­ket­ing au­thor­isa­tion cer­ti­fic­ate for a medi­cine (the “Mar­ket­ing Au­thor­isa­tion”) from one com­pany to an­oth­er. Rel­ev­ant changes were in­tro­duced by EEC Coun­cil De­cision No. 36* to the Rules for Re­gis­tra­tion and Ex­am­in­a­tion of Medi­cines for Med­ic­al Use ap­proved by EEC Coun­cil De­cision No. 78*.The lack of a reg­u­lated pro­ced­ure for trans­fer­ring Mar­ket­ing Au­thor­isa­tions had been a re­cur­ring is­sue of Euras­i­an and Rus­si­an reg­u­la­tion. This com­plic­ated a vari­ety of busi­ness pro­cesses: from in­tra­group re­or­gan­isa­tion to the sale of a product line.This gap in the law has now been filled. To trans­fer a Mar­ket­ing Au­thor­isa­tion, doc­u­ments have to be provided to the rel­ev­ant au­thor­ised bod­ies to jus­ti­fy the trans­fer of the Mar­ket­ing Au­thor­isa­tion and the new hold­er’s abil­ity to ful­fil the ac­quired reg­u­lat­ory re­spons­ib­il­it­ies. In ad­di­tion, some tech­nic­al in­form­a­tion must be provided, in­clud­ing a re­vised phar­ma­covi­gil­ance sys­tem spe­cific­a­tion, up­dated in­form­a­tion for some sec­tions of the dossier and a reg­u­lat­ory doc­u­ment per­tain­ing to qual­ity.At the same time, changes in con­nec­tion with the trans­fer of a Mar­ket­ing Au­thor­isa­tion can be made sim­ul­tan­eously with the pro­ced­ure of bring­ing the re­gis­tra­tion dossier in line with the re­quire­ments of the EAEU.The new Mar­ket­ing Au­thor­isa­tion trans­fer pro­ced­ure makes the Euras­i­an Eco­nom­ic Uni­on’s reg­u­lat­ory space more open for trans­ac­tions with phar­ma­ceut­ic­al as­sets. It also eases the re­or­gan­isa­tion of Euras­i­an busi­nesses, something which has re­cently be­come of in­terest to many for­eign com­pan­ies.* In Rus­si­anCo-au­thored by Ivan Za­raiskiy, As­so­ci­ate, and Maria Volkodaeva, Paralegal in Life Sci­ences & Health­care.
15/06/2022
The former Mo­scow of­fice of CMS to con­tin­ue work­ing as an in­de­pend­ent law...
On 15 June 2022, the former Mo­scow of­fice of the in­ter­na­tion­al law firm CMS an­nounces the start of work as an in­de­pend­ent law firm un­der the new brand name SEAM­LESS Leg­al.Over 80 col­leagues of the Mo­scow of­fice con­tin­ue work­ing as one team, led by Man­aging Part­ner Jean-Fran­cois Mar­quaire and Seni­or Part­ner Le­onid Zubar­ev.We keep ad­vising our cli­ents across all 23 prac­tices and sec­tors: We lean on 30 years of ex­pert­ise and an im­pec­cable repu­ta­tion as part of an in­ter­na­tion­al law firm. We have al­ways abided by strict pro­fes­sion­al stand­ards and will con­tin­ue provid­ing ser­vices of the highest qual­ity. Jean-Fran­cois Mar­quaire, Man­aging Part­ner: “We are proud of hav­ing been able to cre­ate and pre­serve a united team with a friendly cor­por­ate cul­ture and re­spons­ible at­ti­tude to our busi­ness.”Le­onid Zubar­ev, Seni­or Part­ner: “Our new brand SEAM­LESS Leg­al most ac­cur­ately re­flects the ap­proach to work that has de­veloped over the years in our firm – in­teg­rity and co­her­ence, im­pec­cab­il­ity, con­tinu­ity and un­in­ter­rup­ted sup­port to our cli­ents at any time."
02/06/2022
The Product Reg­u­la­tion and Li­ab­il­ity Re­view
In today’s glob­al eco­nomy, product man­u­fac­tur­ers and dis­trib­ut­ors face a dizzy­ing ar­ray of over­lap­ping and some­times con­tra­dict­ory laws and reg­u­la­tions around the world. A ba­sic fa­mili­ar­ity with in­ter­na­tion­al product li­ab­il­ity is es­sen­tial to do­ing busi­ness in this en­vir­on­ment. An un­der­stand­ing of the in­ter­na­tion­al frame­work will provide thought­ful man­u­fac­tur­ers and dis­trib­ut­ors with a stra­tegic ad­vant­age in this in­creas­ingly com­pet­it­ive area. This treat­ise sets out a gen­er­al over­view of product li­ab­il­ity in key jur­is­dic­tions around the world, giv­ing man­u­fac­tur­ers a place to start in as­sess­ing their po­ten­tial li­ab­il­ity and ex­pos­ure.Read the Rus­sia chapter in the The Product Reg­u­la­tion and Li­ab­il­ity Law Re­view 2022, pre­pared by Sergey Yuryev in March 2022. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the product li­ab­il­ity in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in May 2022. 
08/04/2022
Bill in­tro­duced in Rus­si­an State Duma al­low­ing sus­pen­sion and ter­min­a­tion...
On 22 March 2022, Pavel Krashe­n­in­nikov, Head of the State-build­ing and Le­gis­la­tion Com­mit­tee of the Rus­si­an State Duma, sub­mit­ted a bill*, which makes it pos­sible to ter­min­ate and sus­pend ob­lig­a­tions due to sanc­tions im­posed on Rus­sia. The bill also es­tab­lishes the pos­sib­il­ity for parties to be re­leased from li­ab­il­ity for breach of con­tract.The fol­low­ing de­scribes this le­gis­lat­ive ini­ti­at­ive in more de­tail:Ter­min­a­tion of ob­lig­a­tion­sAc­cord­ing to the bill, an ob­lig­a­tion is ter­min­ated in full or in part if its per­form­ance “ob­ject­ively be­comes defin­it­ively im­possible” “in the con­text of ‘un­friendly’ ac­tions of for­eign states and in­ter­na­tion­al or­gan­isa­tions as­so­ci­ated with the im­pos­i­tion of re­strict­ive meas­ures” against Rus­si­an in­di­vidu­als and com­pan­ies (i.e. for­eign sanc­tions).Ex­emp­tion of li­ab­il­ity for breach of ob­lig­a­tion­sThe bill provides an ex­emp­tion from li­ab­il­ity for a breach of ob­lig­a­tion for a per­son who proves that prop­er per­form­ance has “ob­ject­ively proved to be tem­por­ar­ily im­possible” in the con­text of for­eign sanc­tions. In this case, the ob­lig­a­tions se­cur­ing the de­faul­ted trans­ac­tion are also un­en­force­able un­less the parties agree oth­er­wise after the bill comes in­to force.Ter­min­a­tion of con­tractThe bill in­tro­duces the right to uni­lat­er­ally ter­min­ate a con­tract if the oth­er party to the con­tract has not per­formed, or per­formed im­prop­erly, its ob­lig­a­tion be­cause such per­form­ance is tem­por­ar­ily im­possible in the con­text of sanc­tions. The party au­thor­ised to do so must give a ter­min­a­tion no­tice to the oth­er party with­in a reas­on­able time. The col­lat­er­al se­cur­ing the ob­lig­a­tions of the parties, which shall sur­vive the uni­lat­er­al ter­min­a­tion of the con­tract or are con­nec­ted with the ter­min­a­tion, shall con­tin­ue to ex­ist, un­less oth­er­wise provided for by law or the con­tract.Se­cur­ity de­positThe bill sub­stan­tially mod­i­fies the treat­ment of se­cur­ity pay­ments.  Un­der this draft law, after 23 Feb­ru­ary 2022, the parties may enter in­to an agree­ment for a se­cur­ity pay­ment to se­cure oth­er ob­lig­a­tions. The pay­ment could con­sist of the de­pos­it of shares, bonds, oth­er se­cur­it­ies or gen­er­ic items.Re­pay­ment by Rus­si­an joint-stock com­pan­ies of loans is­sued by their for­eign con­trolling per­son­sThe bill en­titles Rus­si­an joint-stock com­pan­ies, in­stead of re­pay­ing a loan to lenders who are for­eign con­trolling per­sons of such com­pan­ies, to place ad­di­tion­al shares of a cer­tain cat­egory or type in fa­vour of such lenders. At the same time, joint-stock com­pan­ies are al­lowed to is­sue pref­er­en­tial shares whose nom­in­al value may ex­ceed 25% of the share cap­it­al.The bill does not re­quire proof of a caus­al link between the im­pos­i­tion of sanc­tions and the de­cision to place ad­di­tion­al shares in fa­vour of a lender in­stead of re­pay­ing the loan and pay­ing in­terest on it.Pro­tec­tion not for al­lAc­cord­ing to the bill, the above sup­port meas­ures do not ap­ply to per­sons who “con­trib­uted to the ‘un­friendly’ ac­tions of for­eign states and in­ter­na­tion­al or­gan­isa­tions re­lated to the im­pos­i­tion of re­strict­ive meas­ures” against Rus­si­an in­di­vidu­als and or­gan­isa­tions. The bill does not cla­ri­fy ex­actly what is meant by “con­trib­ut­ing”.Let­ter from the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion­In con­nec­tion with the bill, the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion has sus­pen­ded its re­view of ap­plic­a­tions for the is­su­ance of find­ings of force ma­jeure un­der con­tracts that were con­cluded with­in the frame­work of do­mest­ic eco­nom­ic activ­ity in con­nec­tion with sanc­tions on for­eign com­pon­ents and equip­ment (Let­ter No. PR/0181* of the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion dated 22 March 2022).* In Rus­si­an
14/03/2022
The Mo­scow of­fice of CMS to con­tin­ue as an in­de­pend­ent law firm
Dear FriendsWe have been through a lot dur­ing 30 years in Rus­sia. Now a dif­fi­cult de­cision has been taken by CMS to leave the Rus­si­an mar­ket. We are grate­ful to our in­ter­na­tion­al col­leagues for their...
28/01/2022
Leg­al de­vel­op­ments that may af­fect your busi­ness in 2022
CMS Rus­sia ex­perts have pre­pared their an­nu­al se­lec­tion of the most sig­ni­fic­ant leg­al de­vel­op­ments that may af­fect your busi­ness in Rus­sia in 2022.
20/01/2022
Com­mer­cial con­tracts – prac­tic­al tips from lit­ig­a­tion law­yer
We in­vite you to our of­fice on 20 Janu­ary 2022 to join a busi­ness break­fast on com­mer­cial con­tracts lit­ig­a­tion, or­gan­ised by the Ja­pan­ese Desk at CMS Rus­sia.Join our ex­perts Georgy Daneliya and Ig­or Soko­lov...
01/11/2021
Do­ing busi­ness in Rus­sia
This is the 2021 edi­tion of the Do­ing busi­ness in Rus­sia guide. 
08/07/2021
Struc­tur­ing cross-bor­der con­tracts: Rus­si­an tax and cus­toms as­pects
We in­vite you to join a we­bin­ar on Struc­tur­ing cross-bor­der con­tracts: Rus­si­an tax and cus­toms as­pects, or­gan­ised by the Ja­pan­ese Desk at CMS Rus­sia.Join our ex­perts Georgy Daneliya, Hayk Sa­fary­an and...
06/2021
Trade and ser­vice em­ploy­ers in Mo­scow and Mo­scow Re­gion to en­sure at least...
On 16 June 2021, against the back­ground of an in­crease in COV­ID-19 cases, the Mo­scow and Mo­scow Re­gion au­thor­it­ies an­nounced man­dat­ory vac­cin­a­tions against COV­ID-19 in the ser­vice and trade sec­tors, which we have sum­mar­ised be­low.
10/06/2021
CMS Rus­sia earns a re­cord num­ber of re­cog­ni­tions by Best Law­yers 2022
Strong re­cog­ni­tion by the rank­ing 32 CMS Rus­sia ex­perts have been se­lec­ted for in­clu­sion in­to the 2022 edi­tion of the Best Law­yers rank­ing. In total, we have earned 74 re­cog­ni­tions by the rank­ing :Ant­on...