1. Introduction
    1. Political and administrative structure
    2. Legal environment
  2. Common forms of business structures for foreign investors
    1. Main types of structure
    2. Registration, liquidation and reorganisation of business structures
    3. Shareholders’ and participants’ agreements
    4. Strategic industries
  3. Anti-monopoly issues
    1. General legal and regulatory framework
    2. Scope of application of the Competition Law
    3. Anti-competitive practices and restriction of competition
    4. Liability
  4. Tax system
    1. General approach
    2. Corporate taxation
    3. Incentives
    4. Special tax regimes
    5. Taxation of individuals
    6. Double taxation treaties
  5. Customs regulations
    1. General approach
    2. Trade between EEU and non-EEU countries
    3. Mutual trade between the EEU members
  6. Currency control
    1. Foreign currency transactions
    2. Consequences of breach/Penalties
  7. Lending in Russia
    1. Lending documents and governing law
    2. Jurisdiction
    3. International finance transactions and repatriation requirements
    4. Security interests
    5. Recognition of security trusts
    6. Syndicated loans
    7. Enforcement
    8. Suretyships and guarantees
    9. Bankruptcy considerations
    10. Other lending related issues
  8. Employment and migration
    1. Formalising the employment relationship
    2. Managing employment relationships
    3. Terminating an employment agreement
    4. Specifics of employing foreign nationals
  9. Personal data protection
    1. General approach
    2. Scope of the Data Protection Law
    3. Liability
    4. Right to be forgotten
  10. Intellectual property
    1. General approach
    2. Contractual aspects of intellectual property rights
    3. Rights over the results of intellectual activity
    4. Company names, trade names, trademarks and appellations of origin
    5. Intellectual property rights infringements
    6. IP Court
  11. Advertising issues
    1. General approach
    2. Scope of application of the Advertising Law
    3. Violations of the Advertising Law
    4. Liability
  12. Anti-corruption and compliance
    1. General approach
    2. Legal framework
    3. Compliance requirements for companies
    4. Concept of corruption in Russian law
    5. Possible targets of bribery
    6. Liability and penalties for corruption
    7. Example of sector-specific anti-corruption measures
  13. Real estate and construction
    1. Rights to real estate
    2. Real estate transactions
    3. Resolution of real estate disputes
    4. Planning and construction issues
  14. Corporate bankruptcy
    1. Insolvency criteria
    2. Stages of bankruptcy proceedings
  15. Import substitution and production localisation in Russia
    1. Measures affecting goods importation and current import substitution legislation
    2. Localisation incentives
    3. Sector-specific impact of import restrictions and localisation requirements
  16. Banking sector
    1. Legislative and regulatory framework
    2. Licensing and operations
    3. Deposit insurance
    4. The anti-money laundering law
    5. Bank secrecy
    6. FATCA and CRS
  17. Environment, energy efficiency and renewables
    1. Environment
    2. Energy efficiency
    3. Renewables
  18. Infrastructure and public private partnerships
    1. General approach
    2. Key PPP legislation
    3. Russian PPP environment
    4. Financing
    5. Legal issues
    6. Prospects for infrastructure projects
  19. Oil & gas
    1. Legislative framework
    2. Ownership and licensing
    3. Restrictions on foreign investors
    4. Licences
    5. PSAs

Key contacts

Contact
Jean-Francois Marquaire
Jean-François Marquaire
Managing Partner
Head of Corporate | Head of Infrastructure & Projects
T +7 495 786 40 00

Legal issues

Some of the innovations that have been introduced, including within the framework of the Civil Code reform, have brought the PPP legal environment in Russia one step closer to international best practices in the fields of PPP and project finance. 

These include concepts such as:

  • options;
  • independent guarantees;
  • security deposits;
  • pre-contractual liability;
  • 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”); and
  • representations (“zavereniya ob obstoyatelstvakh”) (an intended equivalent of “representations” and “warranties” as used in contracts under English law).

Despite these legal developments, further amendments to the current civil legislation are still required to address the concerns of financing organisations and increase the bankability of PPP projects in Russia.

PPP projects in Russia are generally structured based on market practice and experience accumulated by market players. At the same time, the legislation is rather broad and usually does not elaborate in sufficient detail on various aspects of PPP projects, which leaves room for interpretation and negotiations.

Most of the time, disputes are settled amicably through negotiations because all the parties involved are interested in the success of the project. It means that there are rather few court rulings available that could bring light on the potential interpretation of the PPP legislation.

In the past years there have been three major landmark disputes involving:

  • the Orlovsky Tunnel;
  • the Kaga-Sterlitamak-Magnitogorsk automobile road tender; and
  • LLC Glavnaya Doroga (a concessionaire for a toll road).

The takeaways from these cases are rather mixed. On the one hand, some of the instruments that are crucial for PPP projects (like ‘special circumstances’ allowing cost and time relief) have been confirmed as viable, which is very positive. On the other hand, PPP related disputes have been exempt from commercial arbitration (both international and domestic) because the courts considered them of public importance. Each of these disputes came as a shock to the market and the whole PPP community, as they have shown that even concepts that seem well established for experienced investors may at any moment be criticised and sometimes challenged in court by some authorities who only occasionally deal with PPPs (like the Federal Anti-monopoly Service), unless such legal concepts are expressly provided for in the legislation.


Key contacts

Jean-Francois Marquaire
Jean-François Marquaire
Managing Partner
Head of Corporate | Head of Infrastructure & Projects
T +7 495 786 40 00