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Whether you are planning a merger as part of your growth strategy, thinking about diversifying into new sectors or looking for new funding options such as non-bank lending or through equity investment, our experts offer you the right mix of legal and commercial advice. Having lawyers who think and act beyond their traditional role and seek to add value can help you secure the competitive edge you need in an ever-changing business environment. Our international team of lawyers can assist you in all aspects of corporate law and M&A, both domestically and internationally.

Whatever your size, a large publicly listed company or a small privately owned business, we can deliver a tailored, commercial, cost effective solution for you, covering areas such as M&A, private equity, equity capital markets, outsourcing, group restructuring and privatisations. Our cross-border teams consist of experts from all practice areas and sectors such as banking, consumer products, energy, infrastructure, insurance, life sciences & healthcare, real estate and construction, hotels and leisure, technology and media. This allows us to understand your specific issues for a transaction and provide you with advice within context, saving time and money and allows us to pinpoint your real commercial issues and risks in a transaction.


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."
Sakhal­in car­bon ex­per­i­ment law to come in­to force on 1 Septem­ber 2022
The leg­al frame­work for the pos­sible mod­el of car­bon reg­u­la­tion in Rus­sia has been es­tab­lished in a Fed­er­al Law* ad­op­ted on 6 March 2022 (the “Law”). This mod­el will be tested dur­ing the ex­per­i­ment in the Sakhal­in Re­gion from 1 Septem­ber 2022 to 31 Decem­ber 2028.The main goal of the ex­per­i­ment is to achieve car­bon neut­ral­ity in Sakhal­in by the end of 2025.The ap­proved car­bon man­age­ment mod­el will likely be ex­ten­ded to oth­er re­gions of the Rus­si­an Fed­er­a­tion if the ex­per­i­ment proves suc­cess­ful.Main pro­vi­sions of the LawThe Law in­tro­duces quotas for green­house gas emis­sions as a new in­stru­ment for car­bon reg­u­la­tion and as the basis of the ex­per­i­ment.A quota is defined as a cer­tain amount of al­low­able green­house gas emis­sions an­nu­ally set by the com­pet­ent body for reg­u­lated com­pan­ies, based on an ap­proved meth­od­o­logy, to achieve car­bon neut­ral­ity. The re­gion­al gov­ern­ment will ap­prove the list of such com­pan­ies.If a com­pany ex­ceeds the es­tab­lished quota, it will be charged at rates that the Rus­si­an gov­ern­ment will ap­prove. On the con­trary, if the quota for the ac­count­ing year is met, units of ful­fil­ment of the quota in an amount cor­res­pond­ing to the dif­fer­ence between the es­tab­lished quota and the ac­tu­al mass of green­house gas emis­sions will be cred­ited to the ac­count of the or­gan­isa­tion in a spe­cial re­gister.Sub­sequently, the com­pany may cred­it such im­ple­ment­a­tion units to its ac­count in the re­gister to meet its as­signed quota or the com­pany may trans­fer them to an­oth­er en­tity for which they are ne­ces­sary to meet its own quota. In this way, the pre­requis­ites for the emer­gence of a mar­ket for trad­ing in quota im­ple­ment­a­tion units are cre­ated.In ad­di­tion to quotas, the Law en­vis­ages oth­er mech­an­isms to reg­u­late emis­sions and ab­sorp­tion of green­house gases:• An in­vent­ory of emis­sions will be made once a year at the re­gion­al level.• Reg­u­lated or­gan­isa­tions will have to con­duct man­dat­ory car­bon re­port­ing.• Eco­nom­ic and fin­an­cial mech­an­isms that stim­u­late emis­sion re­duc­tions will be es­tab­lished. They may be real­ised in the form of tax cred­its for reg­u­lated or­gan­isa­tions or sub­sidies for the re­im­burse­ment of pro­duc­tion costs.Com­mentsIn con­trast to the pre­vi­ously ad­op­ted fed­er­al law on lim­it­ing green­house gas emis­sions (which we re­por­ted on earli­er), the Law stip­u­lates stricter reg­u­la­tion of green­house gas emis­sions and ab­sorp­tion in the ex­per­i­ment­al area through quotas.Even though im­ple­ment­ing reg­u­la­tions provided for by the Law in fur­ther­ance of its pro­vi­sions have yet to be en­acted, the rules the Law cre­ates are already a bold step for­ward in the cli­mate-change agenda.However, in the cur­rent cir­cum­stances, the suc­cess­ful im­ple­ment­a­tion of the ex­per­i­ment with­in the an­nounced time­frame raises le­git­im­ate con­cerns. It is very likely that, by the time the Law comes in­to force in Septem­ber 2022, the plans for the ex­per­i­ment will have to be sub­stan­tially re­vised due to the need to real­loc­ate budget­ary re­sources for oth­er needs.* In Rus­si­anCo-au­thored by Elena Foteeva, Paralegal in Real Es­tate.
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.
Emer­ging Europe M&A 2021 activ­ity re­bounds with deal value soar­ing
Find­ings from the CMS Emer­ging Europe M&A 2021 re­port, pub­lished today in co­oper­a­tion with EMIS, show that 2021 was a year of re­bound and re­cov­ery for deal-makers in emer­ging EuropeEm­er­ging Europe in­cludes Al­bania, Be­larus, Bos­nia and Herzegov­ina, Bul­garia, Croa­tia, Czech Re­pub­lic, Es­to­nia, Hun­gary, Kosovo, Latvia, Lithuania, North Mace­do­nia, Mol­dova, Montenegro, Po­land, Ro­mania, Rus­sia, Ser­bia, Slov­akia, Slov­e­nia, Tur­key, and Ukraine.de­fault.  Not only did the re­gion re­cov­er from its dip in 2020, with 2021 trans­ac­tion levels rising to 2,015 deals (up 18.2%), but emer­ging Europe saw over­all deal value reach its highest level since 2013 – in­creas­ing to EUR 94.27bn (up 55.1%). Horea Popes­cu, Head of CEE Cor­por­ate M&A prac­tice, CMS, com­ments: “M&A activ­ity in emer­ging Europe ex­per­i­enced a re­sur­gence in 2021, with buy­ers and sellers ap­pear­ing to re­cov­er their con­fid­ence at the pro­spect of the pan­dem­ic be­ing brought un­der con­trol. The year got off to a strong start with deal num­bers re­cov­er­ing sharply in the first three months of the year, reach­ing levels sim­il­ar to 2019 – a trend that then con­tin­ued through to the au­tumn.” Stefan Stoy­an­ov, Head of M&A Data­base at EMIS, says: “In 2021, we saw deal-makers ad­apt to the pan­dem­ic’s new nor­mal and push on with M&A. The find­ings in this year’s re­port demon­strate the re­turn of deal-maker con­fid­ence, as quarterly deal val­ues ex­ceeded EUR 20bn for five quar­ters in a row and mega­deals firmly re­turned to the agenda – with each of the year’s top ten deals priced at more than EUR 1bn.”  PE activ­ity con­tin­ued to grow and IPOs took off   Private equity is now firmly em­bed­ded in the deal­mak­ing cul­ture of emer­ging Europe. Build­ing on 2020’s buoy­ant num­bers, private equity activ­ity rose fur­ther with deal num­bers at an all-time high (399) and val­ues up 18% (EUR 23.75bn).  IPOs also en­joyed a bump­er year as the num­ber of list­ings surged to 116 (up from 26) and val­ues jumped to EUR 13.47bn (up from EUR 4.79bn). These fig­ures re­flect the suc­cess of re­gion­al stock ex­changes, such as Warsaw, Bucharest and Istan­bul, in at­tract­ing new list­ings, while those in Lon­don, Am­s­ter­dam and New York con­tin­ued to ap­peal to com­pan­ies seek­ing in­ter­na­tion­al in­vestors.  Lead­ing sec­tors Tele­coms and IT topped the deal tables once again and ac­coun­ted for five of the ten biggest deals of the year. Trans­ac­tion num­bers rose to 450 (up from 333) and the sec­tor saw the over­all highest deal value at EUR 23.4bn. Sig­ni­fic­ant Tele­coms deals in­cluded the sales of Polkomtel In­frastruk­tura and UPC Pol­ska in Po­land, and the sales of České Ra­di­okomunikace and a 30% stake in CET­IN in the Czech Re­pub­lic. Mean­while, not­able soft­ware deals in­cluded the EUR 7.3bn sale of Avast Soft­ware in the Czech Re­pub­lic and the EUR 1.6bn pur­chase of game de­veloper Nex­ters Glob­al by Kismet, both with roots in Rus­sia. Real Es­tate and Con­struc­tion was the second busiest sec­tor, ex­per­i­en­cing 340 deals (up from 310) and a 3.8% rise in deal value (EUR 9.83bn). Des­pite ex­per­i­en­cing a 19% drop in deal num­bers, of­fices re­mained the top real-es­tate sub-sec­tor. Sim­il­arly, Ware­hous­ing and lo­gist­ics also main­tained its sub-sec­tor rank­ing, re­flect­ing the on­go­ing shift to e-com­merce. Man­u­fac­tur­ing was the third busiest sec­tor with 253 trans­ac­tions (up from 236) and second by value at EUR 18.26bn. Mean­while, Min­ing, Oil and Gas was the third largest sec­tor by value at EUR 10.59bn, though it was one of the few sec­tors where deal num­bers de­clined (down to 105 from 124). Grow­ing in­vestor in­terest in cli­mate ac­tion helped drive up the over­all num­ber of en­ergy and util­ity deals to 122 (from 73), and the sec­tor ac­coun­ted for 6% of over­all trans­ac­tions (up from 4.3%). The re­new­ables sub-sec­tor saw par­tic­u­larly im­press­ive growth in both deal activ­ity and value, num­ber­ing 81 deals (up from 44) and a fourfold in­crease in value.  Coun­try hot­spots Three not­able M&A hot­spots in­cluded Croa­tia, Ro­mania and Ukraine, whose deal num­bers each ex­ceeded those achieved pri­or to the pan­dem­ic. Croa­tia saw deal num­bers and val­ues hit re­cord highs of 69 (up 60.5%) and EUR 1.8bn re­spect­ively (387.4%). Mean­while, deal activ­ity in Ro­mania also made the re­cord books (195 trans­ac­tions, up 43.4%), how­ever, deal value was down by 9.6% (EUR 2.37bn). Ukraine’s deal num­bers strongly re­covered (up 57.1% to 143) and the coun­try’s over­all deal value doubled to EUR 1.72bn.   For­eign and re­gion­al in­vest­ment reaches new heights  The United States was the most act­ive for­eign coun­try in­vestor. US deal num­bers rose to a dec­ade high of 154 (up from 94) and val­ues more than doubled to reach a re­cord high of EUR 9.17bn. European in­vestors also demon­strated a keen ap­pet­ite for deals in emer­ging Europe and, by deal activ­ity, the top three European in­vestors were the UK (106 deals), Ger­many (81 deals) and France (54 deals). These same three coun­tries also topped the charts for European in­vestor deal value; Ger­many led the pack (EUR 3.13bn), with the UK (EUR 2.08bn) and France (EUR 1.91bn) fol­low­ing in second and third place re­spect­ively. The UAE moved up the for­eign in­vestor rank­ing to se­cure tenth po­s­i­tion for its deal num­bers, the highest out­side the US and Europe. Cross-bor­der M&A re­mained buoy­ant, with deal num­bers up 28.9% (985 deals) and val­ues up 59.8% (EUR 56bn). Mean­while, do­mest­ic deal val­ues reached EUR 38.3bn (up 48.1%), with deal num­bers up 9.5% (1,030). Rus­sia was the largest single in­vestor coun­try over­all, with 564 deals worth EUR 37.3bn – al­most all (96%) of these be­ing do­mest­ic trans­ac­tions.  Out­look for 2022  Ra­divo­je Pet­rikić, CEE Cor­por­ate Prac­tice, CMS, com­ments: “M&A pro­fes­sion­als have shown they are cap­able of ad­apt­ing to whatever chal­lenges 2022 might throw at them. Al­though un­cer­tainty about the im­pact of new vari­ants and the pro­spect of eco­nom­ic fal­lout from high­er in­fla­tion has led to a more cau­tious end to the year, our find­ings show that deal-maker con­fid­ence has largely been re­stored. In 2021, the main drivers of deals were long-term un­der­ly­ing trends, such as di­git­al­isa­tion, and with the pace of change and shift to di­git­al con­tinu­ing to ac­cel­er­ate, the fun­da­ment­als for an act­ive deal­mak­ing mar­ket re­main firmly in place.” Artashes Ogan­ov, Cor­por­ate prac­tice, CMS Rus­sia, says: “After an ap­prox. 20% drop in tur­bu­lent 2020 the Rus­si­an M&A mar­ket showed an im­press­ive re­cov­ery in 2021.  With Oil & Gas, Chem­ic­als, Re­tail and Real Es­tate & Con­struc­tion be­ing the key drivers of M&A mar­ket growth in Rus­sia, the ag­greg­ate deal value has al­most doubled com­pared to 2020. However, un­like oth­er emer­ging mar­kets, the role of in­bound in­vest­ments in such growth re­mains re­l­at­ively small. Key do­mest­ic play­ers, in­clud­ing state-owned con­glom­er­ates from Nat­ur­al Re­sources, Bank­ing and In­vest­ment sec­tors, con­tin­ue to hold the pre­vail­ing share in the over­all deal volume. Due to the spe­cif­ic pro­file of the Rus­si­an eco­nomy where the state plays a ma­jor role wheth­er as fin­an­cing party or a stake­hold­er, de­creased busi­ness activ­ity after the COV­ID-19 out­break in 2020 and, hence, de­valu­ation of as­sets in many seg­ments of Rus­si­an eco­nomy al­lowed ma­jor loc­al in­vestors who have ac­cess to fin­an­cing from state-owned banks to cap­it­al­ise on the mar­ket situ­ation through ac­quis­i­tion of com­pet­it­ors and con­sol­id­a­tion of the mar­ket share in 2021. Also, the volume of out­bound in­vest­ments and activ­ity of Rus­si­an play­ers on the for­eign mar­kets showed a sur­pris­ing growth in 2021.”Gur­gen Gortsun­yan, Head of M&A, CMS Rus­sia, sums up: “The cur­rent deals pipeline gives us op­tim­ism that the Rus­si­an M&A mar­ket will main­tain at least the same level of deal-mak­ing activ­ity in 2022 des­pite the cur­rent geo­pol­it­ic­al con­text and in­ter­na­tion­al pres­sure put on the coun­try by the con­tin­ued sanc­tions.”The CMS Emer­ging Europe M&A 2021 re­port can be found here.
Do­ing busi­ness in Rus­sia
This is the new edi­tion of the CMS Do­ing busi­ness in Rus­sia guide. 
The Road to Re­cov­ery: European M&A Out­look 2022
Deal­makers say PE best placed to flour­ish in the next 12 months
CMS M&A European Out­look 2022: Road to re­cov­ery
Septem­ber 2021 We are pleased to provide you with this year’s edi­tion of the “European M&A Out­look”, pub­lished in co-op­er­a­tion with Mer­ger­mar­ket
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...
CMS CEE Ger­man Desk: Waste man­age­ment in Cent­ral and East­ern Europe - Part...
This is the third part of our we­bin­ar series "Waste man­age­ment in Cent­ral and East­ern Europe" pre­pared by CMS CEE Ger­man Desk ex­perts. The ses­sion will be ded­ic­ated to waste man­age­ment is­sues in Rus­sia...
Oil & gas
In this chapter of Do­ing busi­ness in Rus­sia, we out­line the key as­pects of the reg­u­la­tion of the oil & gas sec­tor with a spe­cif­ic fo­cus on a for­eign in­vestor’s per­spect­ive.