ANALYSIS OF CURRENT ISSUES IN THE REGULATION OF MERGER AND ACQUISITION DEALS BY THE RUSSIAN LEGISLATION

Authors

  • A. Kirilin Moscow Witte University
  • E. Konotopova Moscow Witte University

DOI:

https://doi.org/10.31618/ESSA.2782-1994.2021.1.76.191

Keywords:

corporate law, merger and acquisition deals, joining, terminology, gap in legislation, balance of interests, consolidation, foreign jurisdictions

Abstract

There is a lapse in the Russian corporate law governing merger and acquisition deals. This is striking as most processes of management streamlining and corporate efficiency boost are in a way related to these deals. Even the existing draft legislation on the issue has been designed to hinder reorganization processes and not facilitate them. It is unclear and controversial to an extent that any reorganization is highly likely to be considered unlawful.

It is clear that realities and related legal challenges require improvements in the regulation of merger and acquisition deals. Incompleteness and lack of detail in the Russian legislative provisions on regulation of M&A deals create a major obstacle for their execution in this country. A law on mergers and acquisitions should address two major issues: ensuring transparency and low cost of the processes involved and balancing the interests of owners and the state. 

Incompleteness and lack of detail in the Russian legislative provisions on regulation of M&A deals create a major obstacle for their execution in this country: the absence of relevant regulatory acts and laws puts at risk the rights of companies taking part in merger and acquisition processes. That is why Russian owners conclude the majority of such deals within foreign jurisdictions.

The amendment of the Russian corporate legislation in line with modern standards and requirements should be moving on gradually but consistently, as it is necessary for today’s economic growth in Russia and the buildup of the Russian economics as an independent and sovereign entity in the global economic system.

Author Biographies

A. Kirilin , Moscow Witte University

Associate Professor, Department of Civil Law and Litigation, Candidate of Legal Sciences

E. Konotopova , Moscow Witte University

a second-year student at the Faculty of Law (Master’s Programme ‘Legal Framework for Corporate Lawyer’s Activities’)

References

Babkin, S. I., 2013. Sliyaniya i pogloshcheniya – utochneniye terminologii [Consolidations and acquisitions: clarification of terminology], in Problemy ekonomiki i yuridicheskoy praktiki [Economic Problems and Legal Practice], pp. 215-218

Ermolchik, V. V., 2017. Sushchnost protsessov sliyaniya i pogloshcheniya [The essence of company consolidation and acquisition processes], in Economics, pp. 112-117

Tiutyk, O. V., 2019. Korporativnyy menedzhment. Rynok korporativnogo kontrolya: sliyaniya i pogloshcheniya kompaniy [Corporate Management. Corporate Control Market:

Consolidation and Acquisition of Companies] (textbook), Perm State National Research University. Perm. 121 p.

Filippov, V. G., 2012. Pravovaya priroda dogovora o sliyanii i prisoyedinenii kommercheskikh organizatsiy [Legal nature of the contract on consolidation and joining of commercial entities], in Vestnik Saratovskoy gosudarstvennoy yuridicheskoy akademii [Bulletin of Saratov State Law Academy], pp. 106-109

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Published

2022-01-25

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