Legal and Market Developments in Russia
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Russia Update: Legal and market developments in Russia Summer / Autumn Issue 2012 The Russia Update is a new publication of Clifford Chance Moscow launched in spring 2012, and aims to summarise significant legal and market news relating to the Russian Federation which has taken place during the relevant period. You can access our key client briefings, alerters and other recent publications from this publication. Macro Updates . 3 Legal and Regulatory Update . 4 s t General . 4 Corporate . 4 Real Estates . 5 n Regulatory . 5 Finance . 5 e Capital Markets and Securities . 6 t Litigation and Dispute Resolution . 7 Tax . 8 n Russian Law Focus: Insider Dealing Law . 9 Sector Update . 10 o Forthcoming Events . 15 c CC Moscow Update: News and People . 16 If you would like to know more about any of the subjects covered in this publication or our services, please use your usual Clifford Chance contact ([email protected]) or e-mail us at: [email protected] . © Clifford Chance CIS Limited, November 2012 Russia update: Legal and market developments in Russia 3 Summer / Autumn 2012 Russia Update: Legal and market developments in Russia Summer / Autumn 2012 Macro Updates Russia joins WTO St. Petersburg International was held in the city of Vladivostok in Russia has become a full World Trade Economic Forum Russia’s Far East region. This year the Organisation member with effect from The 2012 St. Petersburg International summit was focused on trade and 22 August, a month after President Economic Forum proved to be more investment liberalisation, regional Vladimir Putin signed the bill approving fruitful in terms of deals announced economic integration, strengthening food accession to the WTO. Please refer to contracts than the previous year’s forum. security and establishing reliable supply ‘Legal and Regulatory Update – General ’ A total of 84 agreements were signed as chains. The Russian Government, in below for further details. part of SPIEF 2012 with nine contracts addition to strengthening the ties with APR, also hopes that the summit will Russian privatisation plans shift up having a combined value of more than attract investors to foster the a gear RUB 360 billion, including four loan agreements for RUB 164.4 billion. With a development of infrastructure in Russia’s The Russian Government has agreed to Far East region. speed up and broaden its privatisation total of 5,347 participants, the three day programme, with such giants as forum was attended by 290 Russia and China cement business Sberbank, VTB and energy major Rosneft representatives of official delegations from alliance being on the list. The plans are scheduled 77 countries. for completion by 2016. For more on the Russian President Vladimir Putin and his Sberbank SPO, please refer to ‘ Sector Russia hosts APEC Summit Chinese counterpart Hu Jintao signed an Update – Financial Services ’ below. On 2-9 September the 24th Asia-Pacific investment, energy, innovation and Economic Cooperation (APEC) Summit technology cooperation agreement as the © Clifford Chance CIS Limited, November 2012 4 Russia update: Legal and market developments in Russia Summer / Autumn 2012 currently scheduled for 23 November this year and a material number of changes have been made compared to the original draft. With numerous round tables involving business and legal practitioners held since the first hearing, the Duma’s representatives have signalled that a material part of comments received from the business community has been accepted. WTO accession On 22 August 2012, Russia’s accession to the World Trade Organisation (WTO) became effective. Please see our client briefing ‘ Russia accedes to the WTO: problems and opportunities ’ for a more detailed analysis of its implications in the fields of import and export regulations, the financial sector (including banking, insurance and securities activities), mining, pharmaceuticals and more. Insolvency databases Since July 2008, the business daily two leaders met during Putin’s three-day to turn the metropolis into an international Kommersant has served as the official visit to China in June 2012. financial hub. printed source for updates on bankruptcy proceedings of Russian legal entities. Foreign direct investment in Russia CBR raises refinancing rate Kommersant ’s contract expired on 2 grows by 22% In September 2012, the Central Bank of August 2012 and a new official printed Russia now ranks 7th in the world for Russia reviewed the refinancing rate for source is yet to be appointed. In the foreign direct investment as investment the first time since December 2011 and interim, Kommersant will continue to grew by 22%, reaching USD 53 billion in increased it from 8.0 to 8.25 percent. serve as such an official source until 1 2011, according to an annual report January 2013. published by the United Nations Conference on Trade and Development. Legal and Corporate Holding shareholders’ meetings – a Moscow doubles in size Regulatory Update few procedural changes The Russian capital’s area grew from General Rules for convening and holding general shareholders’ meetings of Russian joint 1,070 square kilometers (410 sq miles) to Update on Civil Code stock companies are established by the 2,560 sq km (970 sq miles) with effect As reported in the inaugural issue of Federal Law on Joint Stock Companies from 1 July 2012. In terms of land Russia Update , the Russian Parliament and a decree of the Federal Service for footprint, Moscow now comes close to is currently considering extensive Securities Markets (“ FSFM ”). The latter Paris. The changes to the city limits are amendments to the Russian Civil Code. was amended earlier this year by FSFM’s intended to facilitate relocation of the The draft law passed the first hearing in resolution of 12 February 2012 but the country’s Parliament, Supreme Court to amendments were only officially the State Duma on 27 April. After a few new greenfield sites - all aimed at helping published on 27 August. The key postponements, the second hearing is changes are as follows: © Clifford Chance CIS Limited, November 2012 Russia update: Legal and market developments in Russia 5 Summer / Autumn 2012 n Venue : meetings should be held in Real Estate payment instructions, letters of credit, collection orders, cheques, debiting on the the same city/town as the company’s Road map to improve construction basis of the recipient’s instruction (direct registered address unless a different investment climate finally approved location is provided in the company’s debit) and electronic funds. In addition, charter. Prior to these changes, On 16 August, the Russian Government Regulation 383- П provides detailed rules alternative locations could be approved a road map for making for debit operations made on the basis of determined in accordance with the substantial improvements to construction the payor’s advance acceptance and the charter as well as other internal regulations. The relevant amendments are instruction from the payee. documents of the company. expected to be adopted in 2012 – 2014 and include the following key changes: Regulation No. 384- П addresses the n Quorum : the rules now provide a settlement system operated by the clear list of cases in which votes n notification to replace construction Central Bank and used by Russian granted by shares shall not be permits; banks. The regulation sets out detailed counted for the purposes of n expert review of design procedures and types of settlements and determining the quorum of a meeting. documentation to become optional describes the mechanics of operation of In addition, the rules now expressly for most types of construction; and the five settlement batches performed by state that only placed and the Central Bank during each business outstanding voting shares shall be n reduction of consents required to day ( rejsy ). counted for these purposes. launch a completed facility. Assets covering insurance n Voting through depositaries : the As a result of this reform, by 2018 the provisioning and insurers’ own amendments have introduced new total number of permits is expected to capital - new regulations from MinFin rules for voting by depositaries shrink from 51 to 11 per construction site holding shares as part of GDR issues. and the average amount of time spent on The Russian Ministry of Finance has The depositary must notify the vote obtaining them should drop from the adopted a new set of requirements in count committee of the total number current 423 to 56 days, according to the relation to assets eligible to cover (i) an of shares in respect of which it has road map. Further anticipated changes to insurer’s own capital and (ii) insurance obtained voting instructions from the sector regulation include simplified provisioning reserves. The regulations respective GDR holders. To determine access to electricity networks and came into force on 30 September 2012 quorum and calculate votes, only the streamlined procedures for registration of replacing similar rules enacted in 2005. number provided at the time of the property rights. In both cases, the new regulations depositary’s registration for the provide more detailed criteria for some of shareholders’ meeting shall be used. All of these changes are part of the the eligible asset classes such as, for However, the wording of the new Government’s initiative to improve the example, securities (the quality of which rules is not entirely clear about what business climate in Russia suggested by will now be assessed on the basis of the happens if a depositary casts a Vladimir Putin in February 2012. issuers’ credit ratings). Among other number of votes that is different from changes, the debt funds ratio (so called that provided at the time of Regulatory 101H) has been increased from 15% to registration i.e., whether only the 60% which should allow insurers to unregistered part or all of the votes Further changes to the CBR’s attract more debt funding.