Introduction

The principle law regulating merger control in Russia is still Federal Law No. 135-FZ dated 26 July 2006 ‘On Protection of Competition’ (Competition Law). The sole agency in charge of its enforcement is the Federal Antimonopoly Service of Russia (FAS). Decrees of the government, administrative regulations of the FAS and other by-laws may only specify and regulate details regarding certain issues.

The merger control rules and thresholds with regard to financial institutions differ from those provided for other undertakings. Financial institutions include credit, insurance and microfinance institutions, and other institutions rendering financial services. The thresholds for such institutions are established by the government either on its own or together with the Central Bank of Russia. In October 2014, a new Governmental Decree revising the assets value of financial institutions for the purposes of merger control was adopted.

Depending on the parties and the transaction’s character, in addition to being subject to the merger control rules and thresholds, a transaction with a foreign element may require other regulatory clearances under separate grounds and a filing procedure. Such filings are provided for by, inter alia, Federal Law No. 57-FZ dated 29 April 2008 ‘On Procedures for Foreign Investments in Companies Having Strategic Importance for National Defence and State Security’ (Strategic Investments Law) and the Federal Law No.160-FZ dated July 09, 1999 ‘On Foreign Investments in the Russian Federation’ (Foreign Investments Law). For further details, see Sections II and V, infra.

The number of foreign undertakings that applied for clearance amounted to approximately 15 per cent of the total number of notifications filed (299 notifications) in Russia in 2014. Only seven foreign undertakings were rejected for clearance. Rather than competition concerns, the reason for rejection is commonly failure to provide information in the absence of which the FAS cannot make a decision, or providing misleading information that is important for its decision-making process.

Please follow the link to find the full text of the Russia chapter in The Merger Control Review - Edition 6.

Authors:

• Anna Numerova, Counsel at EPAM;
• Elena Kazak, Senior Associate at EPAM.