9th IBA “M&A in Russia and CIS” Conference

Stated topics and speakers
8:45-9:15
Registration. Welcome Coffee
09:15-09:30
Opening Remarks
  • Christian Herbst, Conference Co-chair, Immediate past Co-Chair of the IBA Corporate/M&A law committee, Partner, Schoenherr (Austria, Vienna)

9.30-10.30
Session 1: Macroeconomic trends and development in M&A in Russia and CIS

Participants of the session will discuss the M&A market in general – Russian and foreign perspective – the bankers and investors view. They provide an insider’s look of the financial, economic and business factors affecting the M&A.

- Key drivers of Russian and CIS M&A markets: dynamics, trends and industry-specific aspects;

- Key investment priorities in the long and medium term: where to find the sources of growth;

- Investment attractiveness of the Russian business in the world market in current situation.

Moderators:

  • Andrew J. Nussbaum, Partner, Wachtell, Lipton, Rosen & Katz  (USA, New York)

Speakers:

  • Dmitri Sedov, Co-Head Goldman Sachs Russia and CIS, Co-Head of Investment Banking Division (Russia, Moscow)
  • Beranger Guille, Editor EMEA, Mergermarket (Great Britain, London

10:30-11:00
Coffee break
11:00 - 12:30
Session 2: Current legal M&A issues

The panelist will discuss the latest trends and developments in M&A deals in Russia and CIS region. In particular, the following issues will be addressed:

- Terms sheets and pre-contractual liability issues; 

- Trends and specifics of law applicable to M&A deals in the region; 

- Structuring JV projects and shareholders relations in Russia with foreign investors  - new realities and options; 

- Deal terms; 

- Seller’s liability vers disclosure and knowledge of the buyer. Good faith principle in M&A deal and its application; 

- Legal duties and liabilities of members of the management body in M&A deals. 

Moderators:

  • Alexander Zharskiy, Partner, ALRUD Law firm (Russia, Moscow)

  • Andrew Jolly, Partner, Slaughter and May (Great Britain, London)

Speakers:

  • Ezra Machnikowski, General Counsel, Baring Vostok Capital Partners (Russia, Moscow)

  • Brian Zimbler, Partner, Morgan Lewis (Russia, Moscow)

  • Joel Benjamin, Managing Partner, Kinstellar (Kazakhstan, Almaty)

12:30 - 13:30
Lunch

Key-note Speaker:

  • Dmitry Konov, Chairman of the Management Board, Sibur

13:30-15:00
Session 3: M&A deals in new (hot) industries economy (high-tech, e-commerce etc.)
  • Hi-tech and most vivid examples of advance technology developments at various times of history.
  • Value creation in hi-tech industries – new “sustainable real economy” or “a gamble”?

  • M&A structuring issues in hi-tech – venture investments and strategic investments.

  • Government regulations in hi-tech – bitcoin, etc.

  • Things to remember: best deals and worst deals in new economies M&A. Deals done and deals not done.

Moderators:        

  • Andrei Dontsov, Partner, White&Case (Russia, Moscow)

  • Rabbe Sittnikow, Partner, Hannes Snellman (Finland, Helsinki)

Speakers:
  • Pavel Vlasov, Senior Managing Director, Head of Group M&A, Sberbank (Russia, Moscow)

  • Valeria Pavl’ukova, Head of Legal Department, Tinkoff Bank (Russia, Moscow)

  • Gleb Davidyuk, Managing Partner, iTech Capital (Russia, Moscow)

  • Sergei Ostrovsky, Partner, Ashurst (Great Britain, London)

  • Mike Lobanov, General Partner, Target Global (Russia, Moscow)

  • Oxana Balayan, Office Managing Partner, Hogan Lovells (Russia, Moscow)

15:00-15:20
Coffee break
15:20-16:50
Session 4: Private Equity: Current Trends and Key Issues

Session 4: Private Equity: Current Trends and Key Issues

A panel of experienced private equity practitioners will discuss the current trends and key issues in private equity deals in Russia, share perspectives on recent deals, identify industries and sectors that are attractive for private equity investors.

  • Role of Sovereign Wealth Funds in Private Equity Deals in the Region

  • Increase in investment interest from China and Middle East

  • Compliance challenges for Private Equity Investors in light of the widening scope of sanctions

  • Effect of the corporate law reform on private equity deals

Moderators:

  • Alan Kartashkin, Partner, Debevoise & Plimpton LLP (Russia, Moscow)

Speakers:

  • Dmitry Tolokonnikov, Russian Direct Investment Fund, Deputy Chief Executive Officer for Legal Affair

16:50-17:15
Coffee break
17:15-18:45
Session 5: M&A Disputes in Arbitration and Litigation

Russian arbitration reform finally resolved the issue of arbitrability of corporate disputes, allowing to submit corporate disputes to arbitration, but under certain conditions: such disputes could be resolved only by institutions which received a permission from the Russian Government, and for disputes out of shareholder agreements such institutions must have special rules for administering corporate disputes. So far, no well known foreign arbitration institution received such a permission, leaving the users with Russian institutions as the only choice.  The Russian arbitration institutions are also facing unexpected problems with getting permission form the Russian government to administer arbitrations. As a result, new legal constructions appeared in the market: parallel agreements, “waterfall” arbitration clauses, parent companies' guarantees etc.

Does this development mean that Russian corporate disputes would have no choice but to remain in Russia? Is there is a backward trend to structure Russian M&A transactions at off-shore level? Would foreign tribunals feel bound by mandatory rules of Russian law regarding arbitrability of Russian corporate disputes?

Moderators:

  • Vladimir Khvalei, Partner, Baker & McKenzie (Russia, Moscow)

Speakers: 
  • Jacomijntje van Haersolte-van Hof, Director General, London Court of International Arbitration (LCIA) (Great Britain, London)
  • Alexander Muranov, The Managing Partner of the Attorneys' Collegium “Muranov, Chernyakov & Partners” (Russia, Moscow)

18:45-20:00
Reception