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One-stop-shop solution for competition law needs

Competition and regulatory authorities now possess far-reaching powers to investigate companies and commercial arrangements, prohibit M&A deals, force divestment of merged businesses, review markets and impose penalties. There is the additional risk of private enforcement such as substantial (follow-on) antitrust damages claims. Being compliant and implementing effective risk mitigation strategies is key.  

We focus not only on problem solving but also on how you can avoid problems in the first place. Our team of competition lawyers in Russia and beyond has extensive experience in helping navigate these difficult paths so that you can focus on your business. We act for clients in all areas of competition law: 

  • cartels
  • distribution agreements
  • agreements comprising horizontal and vertical restraints
  • abuse of dominance
  • merger control
  • private enforcement
  • state aid 
  • investigations
  • compliance

Our sector approach helps us understand your business environment and get to grips with your issues.

What others say about us

The competition law practice  is excellent overall. We only recently started using the team’s services, but were positively surprised with the outcome and the process. Team members are highly knowledgeable in their field and deliver well-reasoned responses. Legal 500 2020

Please get in touch with the Head of our Competition practice Maxim Boulba

Here you can find a list of all  Competition lawyers.

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

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New re­stric­tions on trans­ac­tions with shares and par­ti­cip­at­ory in­terests...
On 15 Oc­to­ber 2022, Pres­id­en­tial De­cree No. 737* (the “De­cree”) was pub­lished which, among oth­er things, es­tab­lished an ad­di­tion­al list of trans­ac­tions or op­er­a­tions re­quir­ing per­mis­sion from the...
New re­stric­tions on trans­ac­tions in­volving par­ti­cip­at­ory in­terests in Rus­si­an...
On 8 Septem­ber 2022, Pres­id­en­tial De­cree No. 618* (the “De­cree”) was pub­lished which im­poses, among oth­er things, re­stric­tions on trans­ac­tions with par­ti­cip­at­ory in­terests in Rus­si­an lim­ited li­ab­il­ity com­pan­ies (“LLCs”).The De­cree re­quires per­mis­sion from the Gov­ern­ment Com­mis­sion for Con­trol of For­eign In­vest­ment in the Rus­si­an Fed­er­a­tion (the “Com­mis­sion”) for cer­tain trans­ac­tions and op­er­a­tions in­volving par­ti­cip­at­ory in­terests in LLCs.Per­mis­sion from the Com­mis­sion is re­quired to be ob­tained for trans­ac­tions entered in­to by per­sons as­so­ci­ated with states that are en­gaged in “un­friendly acts” against Rus­sia or per­sons un­der their con­trol (“Re­stric­ted Per­sons”):with res­id­ents of the Rus­si­an Fed­er­a­tion;between them­selves; and with for­eign per­sons who are not Re­stric­ted Per­sons.This re­quire­ment ap­plies to the fol­low­ing types of trans­ac­tions or op­er­a­tions:trans­ac­tions en­tail­ing the emer­gence, es­tab­lish­ment, change or ter­min­a­tion of rights to par­ti­cip­at­ory in­terests in the charter cap­it­al of an LLC (in­clud­ing trans­ac­tions in­volving the sale or ex­change of par­ti­cip­at­ory in­terests, con­trib­ut­ing par­ti­cip­at­ory in­terests to the charter cap­it­al of a com­pany, etc.); an­doth­er trans­ac­tions that res­ult in a per­son be­ing able to de­term­ine the man­age­ment con­di­tions of an LLC (e.g. cor­por­ate agree­ments in re­spect of an LLC or share pledge agree­ments).The re­quire­ments of the De­cree do not change the pro­ced­ure for en­ter­ing in­to trans­ac­tions or op­er­a­tions with stakes in the fuel and en­ergy and fin­an­cial sec­tors pre­vi­ously es­tab­lished by Pres­id­en­tial De­cree No. 416* dated 30 June 2022 and Pres­id­en­tial De­cree No. 520* dated 5 Au­gust 2022.At the same time, Re­stric­ted Per­sons do not in­clude Rus­si­an or for­eign en­tit­ies un­der the con­trol of Rus­si­an per­sons (i.e. ul­ti­mate be­ne­fi­ciar­ies) when the rel­ev­ant con­trol in­form­a­tion has been dis­closed to the Rus­si­an tax au­thor­it­ies.The Rus­si­an gov­ern­ment has been in­struc­ted pur­su­ant to the De­cree to ap­prove the Com­mis­sion’s clear­ance pro­ced­ure with­in ten days. Cur­rently, the au­thor­isa­tion pro­ced­ure has not been ap­proved.We be­lieve that the pro­ced­ure for is­su­ing per­mis­sions by the Com­mis­sion will be largely sim­il­ar to the pro­ced­ure es­tab­lished by Rus­si­an Gov­ern­ment De­cree No. 295* dated 6 March 2022 for ob­tain­ing per­mis­sions for trans­ac­tions with se­cur­it­ies (in par­tic­u­lar shares of joint-stock com­pan­ies) and real es­tate ob­jects.It should also be noted that the lim­it­a­tions stip­u­lated by the De­cree are stricter than sim­il­ar lim­it­a­tions for trans­ac­tions in shares of joint-stock com­pan­ies. In par­tic­u­lar, the De­cree ap­plies to a wider list of trans­ac­tions be­cause of dif­fer­ent cri­ter­ia de­pend­ing on who con­cludes them. For ex­ample, un­like trans­ac­tions in­volving LLC par­ti­cip­at­ory in­terests, trans­ac­tions in which the sub­ject-mat­ter is shares may be ef­fected between two Re­stric­ted Per­sons without spe­cial per­mis­sion.We will con­tin­ue to mon­it­or de­vel­op­ments and in­form you of any fur­ther de­vel­op­ments.Pre­vi­ously, we pub­lished alerts on top­ics re­lated to trans­ac­tions with Re­stric­ted Per­sons, the per­form­ance of ob­lig­a­tions to cer­tain for­eign coun­ter­parties and the pro­hib­i­tion of trans­ac­tions with shares and par­ti­cip­at­ory in­terests in cer­tain Rus­si­an or­gan­isa­tions.* In Rus­si­an
The Car­tels and Le­ni­ency Re­view 2022
Car­tels are a sur­pris­ingly per­sist­ent fea­ture of eco­nom­ic life. The tempta­tion to rig the game in one’s fa­vour is con­stant, par­tic­u­larly when de­mand con­di­tions are weak and the product in ques­tion is an un­dif­fer­en­ti­ated com­mod­ity. Cor­por­ate com­pli­ance pro­grammes are use­ful but in­her­ently lim­ited, as man­agers may come to see their per­son­al in­terests as di­ver­gent from those of the cor­por­a­tion. De­tec­tion of car­tel ar­range­ments can present a sub­stan­tial chal­lenge for both in­tern­al leg­al de­part­ments and law en­for­cers. Some not­able car­tels have man­aged to re­main in­tact for as long as a dec­ade be­fore be­ing un­covered. Some may nev­er see the light of day. However, for those that are de­tec­ted, this com­pen­di­um of­fers a re­source for prac­ti­tion­ers around the world.Read the Rus­sia chapter in the Car­tels and Le­ni­ency Re­view 2022, pre­pared by Max­im Boul­ba and Kristina Po­ta­pova. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the com­pet­i­tion in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in Janu­ary 2022. 
The Dom­in­ance and Mono­pol­ies Re­view 2022
Au­thor­it­ies re­main adam­ant that di­git­al reg­u­la­tions will com­ple­ment rather than re­place their ex­ist­ing ab­use tool­boxes, and that they will con­tin­ue to in­vest­ig­ate con­duct that falls out­side the scope of new reg­u­la­tion. Agen­cies, in par­tic­u­lar the UK Com­pet­i­tion and Mar­kets Au­thor­ity (CMA), have used their ex­ist­ing en­force­ment powers nimbly to open in­vest­ig­a­tions and se­cure com­mit­ments from de­fend­ant com­pan­ies quickly. And re­cent cases af­firm that the ab­use tool­box is not in­flex­ible, put­ting in­to prac­tice the clas­sic man­tra that the cat­egor­ies of ab­use are not closed. There is space for ab­use of dom­in­ance rules to be ap­plied flex­ibly to con­duct not pre­vi­ously ex­plored, for ex­ample in re­la­tion to sus­tain­ab­il­ity, al­though this raises sep­ar­ate is­sues re­gard­ing cer­tainty for busi­nesses. As these trends and de­vel­op­ments show, the law gov­ern­ing ab­uses of dom­in­ance, and the role it plays in com­pet­i­tion policy, are con­stantly evolving and be­com­ing more com­plex, bring­ing new chal­lenges for busi­nesses and prac­ti­tion­ers to nav­ig­ate.Read the Rus­sia chapter in the Dom­in­ance and Mono­pol­ies Re­view 2022, pre­pared by Max­im Boul­ba, Elena An­dri­an­ova and Kristina Po­ta­pova. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the an­ti­trust in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in June 2022. 
Exit re­stric­tions for for­eign in­vestors in cer­tain Rus­si­an in­vest­ment pro­jects
Dir­ect or in­dir­ect trans­ac­tions with shares, par­ti­cip­at­ory in­terests, rights and ob­lig­a­tions in re­la­tion to cer­tain Rus­si­an en­tit­ies and owned by for­eign per­sons or en­tit­ies re­lated to “un­friendly states”...
Sim­pli­fied pro­ced­ure for clear­ing trans­ac­tions with the Fed­er­al An­ti­mono­poly...
8 Ju­ly 2022
Anti-mono­poly re­stric­tions on the ex­pan­sion of large re­tail chains to be...
A law* tem­por­ar­ily lift­ing re­stric­tions on large re­tail chains to ex­pand their busi­ness (the “Amend­ments”) has been ad­op­ted.Rus­si­an law* cur­rently pro­hib­its re­tail chains with a mar­ket share of more than 25% from ac­quir­ing or rent­ing ad­di­tion­al re­tail premises. If this pro­hib­i­tion is vi­ol­ated, the trans­ac­tion may be de­clared in­val­id by a court.Ac­cord­ing to the Amend­ments, this re­stric­tion will not ap­ply from 15 June 2022 to 31 Decem­ber 2022 in­clus­ive to ac­quis­i­tions of re­tail chains and leases of space in re­tail fa­cil­it­ies from for­eign com­pan­ies leav­ing the Rus­si­an mar­ket.The ex­emp­tion from the re­stric­tion is val­id if the fol­low­ing con­di­tions are cu­mu­lat­ively met:the re­tail chain to be ac­quired is con­trolled by a for­eign leg­al en­tity; an­dthe own­er of the ac­quired re­tail chain has ceased to op­er­ate in the Rus­si­an mar­ket or de­clared a ces­sa­tion of activ­it­ies.The Amend­ments are de­signed to keep busi­nesses in Rus­sia that have been threatened with clos­ure by al­low­ing large re­tail chains to ac­quire ad­di­tion­al space and fur­ther strengthen their pres­ence in the mar­ket. The changes come in­to force on 15 June 2022.* In Rus­si­anCo-au­thored by Kristina Po­ta­pova, As­so­ci­ate, and Elena An­dri­an­ova, Seni­or As­so­ci­ate.
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."
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
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...
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.
Do­ing busi­ness in Rus­sia
This is the 2021 edi­tion of the Do­ing busi­ness in Rus­sia guide.