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Private Equity

As a private equity fund, investor or management team, you face daily pressures of valuations, performance, exit strategies and regulation. The relative availability of debt together with significant levels of capital committed to the private equity industry, or held on corporate balance sheets, has strongly impacted the competition for assets and pricing levels. A cohesive private equity strategy will support you to ensure that you acquire the right assets and obtain maximum value from your portfolio. We are structured around your business sectors and that of your targets. This means we can advise you on all stages of a fund’s lifecycle, from formation and administration to the making of investments, portfolio monitoring and exiting.

Your deals are executed according to tight deadlines and complex regulatory constraints. Our multi-disciplinary specialist teams across 35 countries globally can mobilise quickly, whatever the size and complexity of your transaction. With anti-trust, tax, employment, banking, commercial and disputes expertise, we can also assist in the protection and growth of your funds and investments. Whether your deal is in the upper or mid private equity or venture market, our specialist lawyers can guide you towards the best business outcome in your home markets and across multiple jurisdictions.


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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."
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.
01/11/2021
Do­ing busi­ness in Rus­sia
This is the 2021 edi­tion of the Do­ing busi­ness in Rus­sia guide. 
14/09/2021
The Road to Re­cov­ery: European M&A Out­look 2022
Deal­makers say PE best placed to flour­ish in the next 12 months
14/09/2021
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
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...
26/01/2021
Most awaited leg­al de­vel­op­ments of 2021
CMS Rus­sia ex­perts have pre­pared their an­nu­al se­lec­tion of the most awaited leg­al de­vel­op­ments in Rus­sia in 2021.You can read de­tailed art­icles and re­com­mend­a­tions by our ex­perts on the forth­com­ing changes...
15/09/2020
Do­ing busi­ness in Rus­sia 2020
Gen­er­al back­groundThe Rus­si­an leg­al sys­tem gen­er­ally be­longs to the con­tin­ent­al European leg­al fam­ily. The leg­al struc­ture de­veloped at a rap­id pace dur­ing the 1990s. Dur­ing this peri­od, sig­ni­fic­ant re­forms were en­acted in al­most every area of law as the coun­try moved away from its So­viet com­mand eco­nomy.The Con­sti­tu­tion, fed­er­al laws and re­gion­al laws form the found­a­tion of the Rus­si­an leg­al sys­tem. Pres­id­en­tial ex­ec­ut­ive or­ders, de­crees of the Rus­si­an Gov­ern­ment and the de­cisions of vari­ous min­is­tries are used to sup­port and de­vel­op the pro­vi­sions of primary le­gis­la­tion.The Con­sti­tu­tion states that gen­er­al prin­ciples of in­ter­na­tion­al law and in­ter­na­tion­al treat­ies are part of the Rus­si­an leg­al sys­tem. Con­sequently, if Rus­sia is a sig­nat­ory to an in­ter­na­tion­al treaty con­tain­ing pro­vi­sions con­trary to the pro­vi­sions of any do­mest­ic le­gis­la­tion, the pro­vi­sions of the in­ter­na­tion­al treaty will pre­vail. The Con­sti­tu­tion, how­ever, takes pre­ced­ence over any con­tra­dict­ing pro­vi­sion of an in­ter­na­tion­al treaty.The Rus­si­an Civil Code (the “Civil Code”) sets out the found­a­tion of civil law and is the key source of law for busi­ness. As part of the re­form, sig­ni­fic­ant amend­ments to the Civil Code con­cern­ing cor­por­ate law and the law of ob­lig­a­tions came in­to force in Septem­ber 2014 and June 2015. These amend­ments form the most sig­ni­fic­ant de­vel­op­ment since the shap­ing of mod­ern cor­por­ate and com­mer­cial law in Rus­sia. Today, a num­ber of con­cepts which have for a long time been com­mon to in­ter­na­tion­al prac­tice in cor­por­ate, debt and gen­er­al com­mer­cial areas, are also re­cog­nised and widely used in Rus­sia, in par­tic­u­lar:cor­por­ate agree­ments;the “four-eyes” prin­ciple;the con­di­tion­al per­form­ance of ob­lig­a­tions;the concept of rep­res­ent­a­tions (“zaveren­iya ob ob­stoy­a­tel­stvakh”) (an in­ten­ded equi­val­ent of “rep­res­ent­a­tions” and “war­ranties” as used in con­tracts un­der Eng­lish law);the concept of the re­im­burse­ment of losses arising from the oc­cur­rence of cer­tain events spe­cified in a con­tract (the in­ten­ded equi­val­ent of the Eng­lish law concept of an “in­dem­nity”);new types of civil law con­tracts, such as op­tions, frame­work agree­ments and sub­scrip­tion agree­ments;rules for the con­duct of ne­go­ti­ations to con­clude a con­tract; andnew mech­an­isms to se­cure the per­form­ance of con­trac­tu­al ob­lig­a­tions by the parties.These highly sig­ni­fic­ant changes to the Civil Code are in­ten­ded to ac­com­mod­ate the grow­ing trend of sub­mit­ting com­plic­ated trans­ac­tion doc­u­ments to Rus­si­an law and Rus­si­an courts in­stead of Eng­lish law and in­ter­na­tion­al ar­bit­ra­tion which were tra­di­tion­ally the “well-trod­den path” in Rus­sia. It is yet to be seen how the new con­cepts and pro­vi­sions will be en­forced by courts and ar­bit­ral tribunals. Nev­er­the­less, in prac­tice, com­pan­ies are act­ively us­ing the new con­cepts in their pro­jects.WTO­Fol­low­ing 18 years of ne­go­ti­ations, Rus­sia fi­nally joined the World Trade Or­gan­isa­tion in sum­mer 2012 (please see the Cus­toms reg­u­la­tions chapter).At the time, WTO ac­ces­sion sent a pos­it­ive sig­nal to for­eign in­vestors. However, not­able changes such as a ma­ter­i­al drop in tar­iffs on im­por­ted goods and changes to the quotas for for­eign par­ti­cip­a­tion in the in­sur­ance sec­tor have not yet come in­to ef­fect be­cause of the long grace peri­ods that are al­lowed. For ex­ample, un­der WTO rules, for­eign in­sur­ance com­pan­ies will be able to open branch of­fices in Rus­sia, but this is not re­quired to take ef­fect un­til nine years after ac­ces­sion. The rel­ev­ant bill to im­ple­ment this change is in pro­gress and has yet to be sub­mit­ted to the State Duma.For­eign in­vest­ment Leg­al reg­u­la­tionThe main le­gis­lat­ive act gov­ern­ing for­eign in­vest­ments is Fed­er­al Law No. 160-FZ “On For­eign In­vest­ment in the Rus­si­an Fed­er­a­tion” dated 9 Ju­ly 1999. This law states that for­eign in­vestors and in­vest­ments will be treated no less fa­vour­ably than do­mest­ic in­vestors and in­vest­ments, sub­ject to cer­tain wide-ran­ging ex­cep­tions.Ex­cep­tions/re­stric­tions may be in­tro­duced, amongst oth­ers, to pro­tect the Rus­si­an con­sti­tu­tion­al sys­tem; the mor­al­ity, health and rights of third parties; or in or­der to en­sure state se­cur­ity and/or de­fence. Some of the sec­tors con­cerned are com­men­ted on sep­ar­ately be­low. By and large, for­eign in­vest­ment is per­mit­ted in most sec­tors of the Rus­si­an eco­nomy, in­clud­ing in­vest­ment in port­fo­li­os of gov­ern­ment se­cur­it­ies, stocks and bonds, dir­ect in­vest­ment in new busi­nesses, in the ac­quis­i­tion of ex­ist­ing Rus­si­an-owned com­pan­ies and in joint ven­tures.For­eign in­vestors are pro­tec­ted against na­tion­al­isa­tion or ex­pro­pri­ation, un­less this is provided for by fed­er­al law. In these cases, for­eign in­vestors are en­titled to re­ceive com­pens­a­tion for their in­vest­ment and oth­er losses.Ex­clu­sions/re­stric­tionsIn ad­di­tion to the so-called “Stra­tegic In­dus­tries Law” (please see the Com­mon forms of busi­ness struc­tures for for­eign in­vestors chapter), re­stric­tions on for­eign in­vest­ment ex­ist not­ably in the in­sur­ance and bank­ing sec­tors.Fed­er­al Law No. 4015-1 “On In­sur­ance” dated 27 Novem­ber 1992 cur­rently pro­hib­its for­eign in­vestors from own­ing more than 25% of the total mar­ket for do­mest­ic in­sur­ance. In­sur­ance com­pan­ies in which for­eign share­hold­ers own more than 49% of the charter cap­it­al may not en­gage in cer­tain types of in­sur­ance busi­ness, in­clud­ing, for ex­ample, life as­sur­ance. The ex­ist­ing lim­it­a­tions will be partly lif­ted by the le­gis­lat­ive amend­ments which will be con­sidered in con­nec­tion with WTO ac­ces­sion.In the bank­ing sec­tor, the Cent­ral Bank of Rus­sia has the right to use re­ci­pro­city as a cri­terion to spe­cify the types of busi­ness that sub­si­di­ar­ies or branches of for­eign banks may be li­censed to op­er­ate in Rus­sia. In prac­tice, how­ever, branches of for­eign banks are not able to carry out any bank­ing activ­it­ies on the Rus­si­an mar­ket. Ad­di­tion­ally, a ceil­ing on the total amount of for­eign bank cap­it­al, as a per­cent­age of the total bank cap­it­al in Rus­sia, can be im­posed by fed­er­al law; how­ever, no such lim­it ap­plies at the time of writ­ing. Un­der WTO rules, any such ceil­ing may not be less than 50%.Sanc­tionsIn 2014, the European Uni­on and the United States of Amer­ica (among oth­ers) im­posed in­di­vidu­al sanc­tions on cer­tain Rus­si­an and Ukrain­i­an na­tion­als and en­tit­ies that they be­lieve to be re­spons­ible for the ac­tions which led to the de­clar­a­tion of sov­er­eignty by Crimea, and sub­sequently, it be­com­ing part of the Rus­si­an Fed­er­a­tion. Sanc­tions tar­get­ing cer­tain sec­tors of the Rus­si­an eco­nomy (or so-called “sec­tor­al sanc­tions”), as well as re­gion­al sanc­tions pro­hib­it­ing cer­tain eco­nom­ic activ­ity re­lated to Crimea and Sevastopol, have also been ad­op­ted.In re­tali­ation, Rus­sia ad­op­ted coun­tersanc­tions to pro­hib­it the im­port of cer­tain ag­ri­cul­tur­al products, raw ma­ter­i­als and food­stuffs from coun­tries that have im­posed sanc­tions on Rus­sia. In par­al­lel, it also launched an im­port sub­sti­tu­tion policy (please see the Im­port sub­sti­tu­tion and pro­duc­tion loc­al­isa­tion in Rus­sia chapter).2018 marked a turn­ing point in terms of sanc­tions for Rus­sia. In May, the US en­acted le­gis­la­tion that may res­ult in non-US per­sons be­ing held li­able for know­ingly fa­cil­it­at­ing “sig­ni­fic­ant trans­ac­tions” for or on be­half of per­sons sanc­tioned un­der Ukraine-/Rus­sia-re­lated sanc­tions im­posed by the US (so-called “sec­ond­ary sanc­tions”). In Oc­to­ber 2018, the EU ad­op­ted a new sanc­tions frame­work in con­nec­tion with the use and pro­lif­er­a­tion of chem­ic­al weapons which does not ex­pressly tar­get Rus­sia, but is ex­pec­ted to be used against Rus­sia in fu­ture.Again, Rus­sia re­acted to these de­vel­op­ments. Firstly, it ad­op­ted a frame­work law on meas­ures against un­friendly ac­tions of the US and oth­er for­eign states in June 2018 and im­posed the first sanc­tions un­der such law against Ukrain­i­an in­di­vidu­als and leg­al en­tit­ies in Novem­ber 2018. Secondly, it im­posed du­ties on a se­lec­tion of goods im­por­ted from the US from 6 Au­gust 2018. Thirdly, a ban on the im­port to Rus­sia of a num­ber of goods of Ukrain­i­an ori­gin or trans­it­ing through Ukraine was de­clared in Decem­ber 2018 and ex­pan­ded in scope in Decem­ber 2019.Sanc­tions against Rus­si­aEven though each na­tion­al sanc­tions re­gime will vary in scope, the re­stric­tions im­posed can be broadly char­ac­ter­ised as fol­lows.Un­der the in­di­vidu­al sanc­tions re­gime, travel re­stric­tions and as­set freezes have been im­posed on in­di­vidu­als and en­tit­ies lis­ted un­der the rel­ev­ant leg­al acts.Sec­tor­al sanc­tions have been im­posed on the fol­low­ing sec­tors of Rus­si­an eco­nomy:En­ergy sec­tor: the sale, sup­ply, trans­fer or ex­port of items for cer­tain types of oil ex­plor­a­tion and pro­duc­tion pro­jects in Rus­sia and the pro­vi­sion of as­so­ci­ated ser­vices are pro­hib­ited, or sub­ject to pri­or au­thor­isa­tion by the com­pet­ent au­thor­it­ies of the ex­port­ing coun­try. De­part­ing from pre­vi­ous widely worded pro­hib­i­tions, in Decem­ber 2019, the US ad­op­ted a tar­geted ap­proach in the en­ergy sec­tor by re­strict­ing activ­it­ies con­nec­ted with the con­struc­tion and op­er­a­tion of the Nord Stream 2 and Turk­Stream pipelines.Fin­an­cial sec­tor: ma­jor Rus­si­an fin­an­cial in­sti­tu­tions, as well as cer­tain de­fence and en­ergy com­pan­ies, have been pro­hib­ited from deal­ing with bonds, equity or sim­il­ar fin­an­cial in­stru­ments with a ma­tur­ity ex­ceed­ing 14, 30 or 90 days. It is also pro­hib­ited to make loans or cred­it avail­able to any of the en­tit­ies covered by the meas­ures.De­fence sec­tor: Rus­sia is sub­ject to a weapons em­bargo. In ad­di­tion, sup­ply­ing dual use goods and tech­no­logy to Rus­sia is sub­ject to in­di­vidu­al au­thor­isa­tion by the re­spect­ive au­thor­it­ies of the ex­port­ing coun­try. The au­thor­isa­tion will be denied if those items are in­ten­ded for mil­it­ary use or for a mil­it­ary end-user. This type of sanc­tion also af­fects the man­u­fac­ture of civil goods and equip­ment.The activ­it­ies pro­hib­ited un­der re­gion­al sanc­tions in­clude im­port­a­tions from and ex­port­a­tions to Crimea, as well as mak­ing new in­vest­ments (either in gen­er­al or in cer­tain sec­tors).As a res­ult of some re­cent meas­ures aimed at the Rus­si­an state, US banks can no longer par­ti­cip­ate in the primary mar­ket for non-rouble de­nom­in­ated bonds is­sued by the Rus­si­an sov­er­eign and lend non-rouble de­nom­in­ated funds to the Rus­si­an sov­er­eign.Sanc­tions im­posed on Rus­sia are not pro­hib­it­ing all com­mer­cial activ­ity. They are fo­cus­ing on very spe­cif­ic in­di­vidu­als, en­tit­ies, re­gions and eco­nom­ic sec­tors. Com­pan­ies wish­ing to con­tract with Rus­si­an en­tit­ies should carry out en­hanced due di­li­gence to en­sure that they do not be­come in­volved in activ­it­ies pro­hib­ited un­der the rel­ev­ant sanc­tions re­gime.Lob­by­ing­Giv­en how slowly the leg­al cul­ture has de­veloped in Rus­sia, busi­nesses tend not to ex­pend their lob­by­ing ef­forts on at­tempt­ing to in­flu­ence the draft­ing of new laws or the ac­tions of those draft­ing them. In­stead, busi­nesses tend to seek de facto spe­cial treat­ment, such as tax de­fer­ments, cus­toms be­ne­fits, op­er­a­tion li­cences and the right to en­gage in cer­tain kinds of activ­ity. In do­ing so, how­ever it may be that these com­pan­ies ex­pose them­selves un­duly to “polit­ic­al risk” upon any change of ad­min­is­tra­tion and com­pan­ies en­ter­ing the mar­ket need to con­sider how se­cure such con­ces­sions might be for their busi­ness in the long term.There are not many leg­ally re­cog­nised lob­by­ing as­so­ci­ations with a large mem­ber­ship base. Prom­in­ent ex­amples of as­so­ci­ations that do ex­ist are the As­so­ci­ation of Rus­si­an Banks, the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion, the Fed­er­a­tion of In­de­pend­ent Trade Uni­ons of Rus­sia and the Uni­on of In­dus­tri­al­ists and En­tre­pren­eurs.Back to top ↑ “The Rus­si­an Civil Code sets out the found­a­tion of civil law and is the key source of law for busi­ness.”  me­di­um­me­di­um­me­di­um
04/06/2020
CMS Rus­sia earns 58 re­cog­ni­tions by Best Law­yers 2021
Strong re­cog­ni­tion by the rank­ing 26 CMS Rus­sia ex­perts have been se­lec­ted for in­clu­sion in­to the 2021 edi­tion of the Best Law­yers. In total, we have earned 58 re­cog­ni­tions by the rank­ing:Ant­on Bankovskiy...
13/03/2020
CMS Rus­sia keeps its strong po­s­i­tions in Cham­bers Europe 2020
Awar­ded leg­al ad­vice CMS Rus­sia has been ranked by Cham­bers Europe 2020 in the fol­low­ing cat­egor­ies:Bank­ing & Fin­ance | Band 3Com­pet­i­tion/An­ti­trust | Band 3Cor­por­ate/M&A: High-End Cap­ab­il­it­ies | Band...
26/02/2020
CMS Rus­sia ranked among top law firms in Rus­sia by Kom­mersant
Awar­ded leg­al ad­vice The na­tion­al rank­ing Kom­mersant in­cluded CMS Rus­sia in­to its rank­ing of the top law firms in Rus­sia for the first time.CMS Rus­sia was ranked across 19 cat­egor­ies: Bank­ing & Fin­ance­Com­pet­i­tion Cor­por­ate/...