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Government Relations Aspects in Fdi Screening Procedure in Russia

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Government Relations Aspects in Fdi Screening Procedure in Russia GOVERNMENT RELATIONS ASPECTS IN FDI SCREENING PROCEDURE IN RUSSIA December 3, 2020 1 Landmark Cases OVERVIEW OF CASES THAT LAID DOWN A NEW MERGER CONTROL & FDI SCREENING PRACTICE BAYER–MONSANTO: SCHLUMBERGER — EURASIA DRILLING COMPANY MERGER CONTROL OF CROSS-BORDER M&A TRANSACTION FDI SCREENING IN INDUSTRIES SUBJECT TO SANCTIONS IMPORTANCE & KEY LESSONS ▪ Model case for the FAS practice of reviewing global M&A transaction. ▪ The case highlights new political and procedural risks emerging in the FDI screening procedure in the industries subject to sanctions. ▪ The FAS abandoned the “legalistic” approach to merger control and for the first time used its broad interpretation, including the “economic security” arguments ▪ The FAS for the first time suggested ”sanctions backstop” for foreign investor, when analyzing the transaction including the “exit clauses”.in case blocking sanctions are imposed ▪ Technology transfer requirements for the first time ever integrated in the ▪ The case confirms high level of decision-making unpredictability in the industries competition remedies subject to sanctions and significant ability of the state-owned companies to influence the case. ▪ Non-discriminatory access to Big Data integrated into the remedies, highlighting the FAS’ focus on digital technology and its impact on competition even in non- ▪ Decisive role of stakeholders not formally involved in the FDI screening procedure digital industries (state-owned companies) in influencing the final decision ▪ The practice of creating interagency working groups and involving multiple stakeholders in the government and industry in assessing the transactions tested for the first time ▪ The FAS closely coordinated its approaches with the competition authorities of BRICS countries, etc. IMPACT ON LEGISLATION & ENFORCEMENT PRACTICE ▪ The case highlights the domination of political and national security considerations, ▪ Major success for the FAS raising the status of the authority as important as well as the decisive role of SOEs when reviewing transactions in the most contributor to reducing Russia’s dependence on critical foreign technology. politically sensitive industries. ▪ Direct impact on the legislation: most of the FAS practices tested in this ▪ The FAS considers “sanctions backstop” requirements suggested for Schlumberger transaction are integrated into the “Fifth Antimonopoly Package”. to be a model for reviewing similar transactions in the future – despite they did not work in that case. 6 FDI Screening Policy in Russia L ATES T TRENDS “Convergence” FDI screening and merger control procedures gradually converge — while being different in purposes, both procedures are increasingly of FDI screening used to negotiate with foreign investors their additional commitments to Russia (localization, technology transfers etc.) and merger Procedural convergence is also being discussed in the Fifth Antimonopoly Package (including a possibility for foreign investor to submit filing control under both procedures simultaneously) Increased • Russia's FDI support policy is becoming more subject to geo-political and national security considerations — some “critical” industries are de-facto closed for new US investments (oilfield services and broader energy sector supplies), while opened for investors from “selectivity” other countries of FDI support policy • However, the Government is unwilling to cede control in most important strategic companies even to investors from “friendly” jurisdictions, preferring to sell non-controlling stakes to multi-market investment consortiums. Role of political With more selective approach to FDI, the role of political endorsement of most important investments increases exponentially: and inter-state Russian Direct Investment Fund emerges as key stakeholder to support major strategic investments to Russia from priority jurisdictions endorsement and (China, Middle East, Asia), securing indirect state presence in the strategic assets approvals Increased role of inter-state institutions on economic cooperation (in countries where they work actively — China, Asian countries France, Italy) to support most important FDI projects. Role of the state-run As the Russian economic system becomes more centralized, state corporations, SOEs and even private “industry champions” gain a companies and decisive voice in strategic FDI approvals. “national champions” State corporations (Rostekh, Roscosmos, Rosatom) and state-run companies increase their expertise in the FDI screening and capacity to influence the process both formally and informally. In the future, the acquisition of major strategic asset in Russia without an approval or a partnering with the Russian industry leader or SOEs would be significantly restricted, especially in most critical industries (energy, infrastructure, tech, telecoms, etc.) Coordination The FDI screening will increasingly cross with the new investment support policies announced in Russia (Investment Protection with Russia’s and Promotion Agreement and SPIC 2.0) new investment The Government will encourage foreign investors, particularly those with major projects in priority sectors, to use these support measures It makes sense to examine new investment support policies and build relationship a with the respective stakeholders support policies (Agency for Investment Development, Industrial Development Fund, Ministry of Economic Development, regional authorities) 3 National Security & Political Risks during the FDI Screening WHAT FOREIGN INVESTORS SHOULD TAKE IN MIND FOR THE RISK ASSESSMENT? Sanctions-related risks for the sectors subject to sanctions and seen as strategically important (energy, finance, tech, telecoms, defense industry & dual use goods, critical infrastructure, pharmaceuticals) The availability of critically-important technologies and corporate know-how with no competitive alternatives in Russia (high probability of integrating technology transfer requirements into the remedies / commitments). Political interference of high-level decision-makers. Some most important strategic transactions were eventually blocked under significant influence of decision-makers not being members of the Government Commissions (state-owned companies, etc.) Involvement of national security and political stakeholders with no formal powers to consider the transaction (the Presidential Administration, Security Council) Non-transparency of decision-making in the national security bodies and vague criteria of assessing the transaction's impact on the national security Involvement of “sensitive” assets of high importance for the Russian national security or defense sector (assets involved in public defense procurement or being a part of supply chain for the defense industry) Involvement of local market players, competitors and customers (particularly SOEs). They may be driven by their own business interests and influence decision of the Government’s Commission. 4 List of Possible Commitments under FDI Screening WHAT FOREIGN INVESTORS SHOULD BE PREPARED TO NEGOTIATE? Remedies / Transfer of key technologies and competencies to local companies commitments Production localization requirements, including for particular components and technology of high importance for Russia applicable both under FDI Local staff training and transfer of professional skills and competencies screening and merger control Establishment of “competency centres” in Russia jointly with local companies for R&D localization procedures “Sanctions backstop” to ensure business continuity in Russia (supplementing shareholder agreements with “exit clauses” for the case of blocking sanctions). Disclosing source codes of software used in goods / components supplied to Russia Providing local companies with non-discriminatory access to global corporate databases (in case they constitute a significant part of the company’s competitive advantages and value) Export-related requirements (removing restrictions on export of Russia-produced goods to foreign markets within the corporate export marker distribution system). Pricing control requirements (prices for goods supplied to Russian should not exceed prices for supplies to other comparable markets) Coordination of remedies for global M&A transactions with competition authorities of BRICS countries Commitments State secrecy protection, appointing Russian nationals to key managing positions relevant only for Maintaining public defence procurement commitments FDI screening procedure Martial law / emergency-related and other “force majeure” commitments Tariff-related commitments for natural monopolies Employment-related commitments (maintaining the number of employees by the date of the transaction approval), etc. 4 “Informal influencers” KEY STAKEHOLDERS OUTSIDE OF THE GOVERNMENT COMMISSION NATIONAL SECURITY AND STATE CORPORATIONS INVESTMENT SUPPORT POLITICAL DECISION-MAKERS AND STATE-RUN COMPANIES INSTITUTIONS Nikolay Patrushev Sergey Chemezov Kirill Dmitriev Secretary of the Security Council General Director of State Corporation CEO of Russian Direct Investment Fund Rostekh Sergey Vakhrukov Aleksey Likhachev (member of Andrey Ivanov Deputy Secretary of the Security Council, the Government ‘s Commission) Deputy Minister of Economic Development, prospective Chairman of the Interagency Commission General Director of State Atomic Energy CEO of the Agency for Investment Development on Economic and Social Security Corporation Rosatom Dmitry Rogozin Roman Petrutsa Maxim Oreshkin General Director of State Space General
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