The core statute setting out Russian merger control rules is Federal Law No. 135-FL of 26 July 2006 on Protection of Competition (the Competition Law). By-laws must comply with its provisions and can only specify certain issues in detail (e.g., by decrees of the Russian government, administrative regulations and other by-laws).
The only state agency in charge of merger control review and enforcement of the Competition Law is the Federal Antimonopoly Service (FAS), which is also an authorised agency for the foreign direct investment (FDI) control regime, dealing with the associated paperwork and providing preliminary analysis of M&A deals from an FDI perspective.
The final decision on an M&A transaction falling within the scope of the FDI regime is taken by the Government Commission on Monitoring Foreign Investments (the Government Commission) chaired by the Russian Prime Minister and comprising top government officials. The Government Commission reviews transactions with a foreign element falling under the scope of the two FDI laws: the Strategic Investments Law and the Foreign Investments Law.
If a transaction is subject to both merger control filing and FDI filing, no merger clearance can be issued unless the Government Commission approves the FDI filing.
Deals concerning credit organisations, including banks, may be notifiable to the Central Bank of Russia under Federal Law No. 395-1 of 2 December 1990 on Banks and Banking activity.
Please follow the link to find the full text of the Russia chapter in The Merger Control Review - Edition 12.
- Elena Kazak, Senior Associate at EPAM.
- Anna Numerova, Partner at EPAM;
- Natalia Korosteleva, Head of Competition Law Practice at EPAM;