About conference

A conference presented by the IBA Corporate and M&A Law Committee, supported by the IBA European Regional Forum and by Russian Arbitration Association.

Now in its 6-th year, this leading conference will once again bring together practitioners from around the globe to discuss the latest emerging developments and hot topics in Russian and CIS M&A law as well as hosting input and commentary from some of the world’s leading experts in the field.

Topics include:

Who should attend?

Lawyers in private practice, in-house counsel, investment bankers, accountants and specialists from mergers and acquisitions business.

Co-Chairs of the Conference: Christian Herbst, Partner, Schoenherr Attorneys at Law; Senior Vice-Chair, IBA Corporate and M&A Committee, and Vassily Rudomino, Senior Partner, ALRUD Law Firm, IBA LPD Council Member.

In cooperation with

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Speakers

Roman Kvitko
Head of legal departament, Gazpromneft
Moscow
Roman Kvitko
Yuri Monastyrsky
Managing partner, Monastyrsky, Zyuba, Stepanov & Partners
Russia
Yuri  Monastyrsky
Alexander Smirnov
Director of the legal department of the Moscow Stock Exchange
Russia
Alexander Smirnov

Program

8:45 - 9:15
8:45 - 9:15

Registration. Welcome coffee

9:15 - 09:30
9:15 - 09:30

Opening Remarks


Michael Greene, Chair, IBA Legal Practice Division, Ireland, Dublin

09.30 - 10.30 Session 1:  Implications of the current market environment on deal making in Russia and CIS

Participants will discuss the current state of M&A market in Russia and CIS countries, will discuss the results of the market over the last twelve months, will discuss the trends in the development of the European and American market of mergers and acquisitions, as well as the impact of these trends on the emerging markets, geopolitical crisis and its impact on M&A market in Russia and CIS countries, Russia's policy in attracting foreign investment, and the impact of sanctions imposed against Russia on mergers and acquisitions, market prospects in 2015, the reserves of the market and the major risks - the fall in oil prices, devaluation of the ruble and other matters.

Moderator:  

Vassily Rudomino, Senior Partner, ALRUD Law Firm, Russia, Moscow; IBA LPD Council Member; Conference Co- Chair


Speakers:

Dmitri Sedov, Managing Director, Co-Head of Investment Banking, Goldman Sachs, Russia, Moscow
Andrew J. Nussbaum, Partner, Wachtell, Lipton, Rosen & Katz, USA, New York 
Andrey Tsyganov, Deputy Head of the Federal Antimonopoly Service (FAS), Russia, Moscow 
Mikhail Kazantsev, Partner, Egorov, Puginsky, Afanasiev and partners, Russia, Moscow
10:30 - 11:00
10:30 - 11:00

Coffee break

11:00 - 12:30
11:00 - 12:30

Session 2:

Effect of the Russian Civil code changes on M&A transactions. 

The Civil Code is going through a major reform and transformation. Many fundamental changes and novel legal principles have already been introduced to the regulation of companies, accounts, transaction security, transfer of rights and obligations and many others. Certain other major changes are being debated by the legal scholars, business representatives and private practitioners. The fundamental changes in the Civil Code have a profound impact on M&A transactions in Russia. The speakers will focus on the most critical changes to the regulation of MandA transactions and discuss the effect of the amendments to the Civil Code on M&A documentation. 

MAIN TOPICS: 

1. M&A: 
 - Negotiating the deal: 

Which law governs negotiations? 
When does Russian law come into play? 
Has the Civil Code changed the approach? 

 Adoption of the concept of ‘acting in good faith’ and its effect on the negotiation of M&A transactions (legal effect of Terms of Agreement, Heads of Agreement, Term Sheets, etc.) 

 - Instruments to use in the MA& Agreement: 

Flexible terms on Share Price – to what extent does Russian law require certainty about the price for the agreement to be concluded? 

What instruments to use under Russian law if the parties want to have flexible price formula? 

Representations and warranties – what instruments to use in Russian law?

How do the changes to the Civil Code plan to address this issue?

Conditions precedent and conditions subsequent – does the risk exist under Russian law?
How do the changes to the Civil Code plan to address this risk, if any?

 - Signing and Closing the Deal:

Notarization of transactions in LLC shares - what needs notarization – the SPA or the instrument of transfer?
Introduction of irrevocable powers of attorney – new opportunities and risks 

Regulation of escrow accounts and potential use of such accounts in MandA transactions
Checking the authority to sign of your counterparty – what is the required level of diligence not to create risks for the deal?
Has the two-key approach recently introduced by the Civil Code changed anything in this respect?
How to make sure there is no risk of the counterparty’s shareholders challenging the deal under the new Art. 174 of the Civil Code?

2. JVs - What changed in the management of Russian JV – corporate governance rules for private corporations, further liberalization of SHAs

 - What changed in capitalization of Russian JV – are capital contributions possible? Are contributions into property possible?

Co-Moderators:

Alyona Kucher , Partner, Debevoise&Plimpton, Russia, Moscow
Aleksandr Smirnov, Head of legal departament, Moscow Exchange, Russia, Moscow

Speakers:

Dr. Sergey Sarbash, Professor, Private Law School under the auspices of the President of the Russian Federation, Russia, Moscow
Andrey Egorov, First Deputy Chairman,  Research Center for Private Law, Russia, Moscow
Denis Uvarov, Partner, Linklaters, Russia, Moscow
Vladimir Kokorin, Deputy General Counsel, Renova Group, Russia, Moscow
Olga Voitovich, General Counsel, Interros, Russia, Moscow

12:30 - 13:30
12:30 - 13:30

Lunch

13:30 - 15:00
13:30 - 15:00

Session 3:

M&A Activity in Russia’s Oil & Gas Sector: Challenges and Opportunities


Russia is undoubtedly one of the key players in the global energy market due to its abundant energy resources. It is a leading producer and exporter of natural gas - Russia holds the largest proven natural gas reserves (18% of world total) - and is the largest non-OPEC oil producer - Russia holds the eighth largest proven crude oil reserves (5% of world total). Russia’s energy and natural resources sectors returned to dominate the M&A market in 2013 and this year so far Rosneft once again has had a significant influence on M&A activity in Russia this year. The energy markets have been boosted by the rise of the Russian Arctic territory as an area of keen interest to international investors, who bring technological know-how and share financial risks with their Russian partners. This is expected to be a long term trend creating new opportunities for M&A activity in Russia.

- Recent trends and key issues in drafting and negotiating transaction documentations in M&A deals in oil and gas industries: Russian market practice vs. international practice.

- JVs (off-shore and on-shore) in Russia’s Oil & Gas Sector: current challenges

- Analysing regulatory changes needed to support M&A projects in Russia’s oil & gas sector

- Sanctions and their impact on M&A deals in energy sector: mitigation strategies 

International Cooperation in Oil and Gas in Russia: opportunities and challenges. Presentation

Co-Moderators:

Anatoly Andriyash, Partner, Head of Moscow office Norton Rose Fulbright (Central Europe) LLP, Russia, Moscow
Victor Nesterenko, General director, Pravo TEK, Russia, Moscow 


Speakers: 


Roman Kvitko, Head of legal, Gazpromneft, Russia, St. Petersburg
Alexander Zharskiy, Partner, ALRUD Law Firm, Russia, Moscow
Alexander Nikiforov, Chief Legal Counsel, Gazprom EP International, Russia, Moscow 
Reinier Nijmeijer,  Head of Legal Shell Russia, Russia, Moscow
Marina Mizgireva, Partner, KPMG, Russia, Moscow
 

15:00 - 15:20
15:00 - 15:20

Coffee break

15:20 - 16:50
15:20 - 16:50

Session 4:

Deoffshorization and regulatory - influence on private M&A, joint venture 
 

In particular, the panel discussion is intended to cover the following main aspects: Deoffshorisation - practical tax and legal consequences that the new rules being introduced will have on transactions (beneficial owners of companies, controlled foreign companies, residency of companies, etc.) 

What should be taken into account when structuring transactions and during further corporate planning in the new conditions (corporate and tax aspects, location of company’s management centres, etc.) 

Are there any real incentives to abandon the use of the foreign offshore structures, apart from the fiscal initiatives? 

Worldwide approach to deoffshorisation and the Russian reality Deoffshorisation and the Battle of Sanctions – what would be the future of the anti-offshore regulations in the light of the present international situation?

Should any subsequent crackdown be anticipated?
Legal consequences of sanctions

Co-Moderators:

Ilia Bolotnov, Partner of corporate and M&A practice, Pepeliaev Group, Russia, Moscow 
Christian Herbst, M&A partner, Schoenherr, Co-Chair of the M&A conference, Austria, Vienna

Speakers: 

Dmitry Paramonov, Attorney at Law, FBK Legal, Russia, Moscow
Edwin Tham, Partner, Allen & Overy Legal Services, Russia, Moscow
Anna Sukharina, Partner, Mannheimer Swartling, Russia, Moscow
Otabek Suleimanov, Partner, Colibri Law Firm, Kazakhstan, Almaty

16:50 - 17:15
16:50 - 17:15

Coffee break

17:15 - 18:45
17:15 - 18:45

Session 5:

M&A disputes: how it really works? 

1. Choosing appropriate venue for M&A disputes: 
• Are state courts well suited for M&A disputes? 
• LCIA, ICC, SCC, RAA and ICAC: is the only difference in costs? 

2. International arbitration practice of resolving M&A disputes 
• Which clauses in M&A contracts most likely will cause a dispute?
• To which extent a document production assists?
• Role of expert in M&A disputes (evaluation expert)

 3. Getting assistance from state courts in M&A disputes.

Moderator:
Vladimir Khvalei, Partner, Baker & McKenzie/ Russia, Moscow; Chairman, Russian Arbitration Association 

Speakers:

Ivan Marisin, Partner, Quinn Emanuel Urquhart & Sullivan, LLP, Russia, Moscow 
Evgenia Teterevkova, Attorney at law, Borenius Ltd, Russia, St. Petersburg
Alexei Dudko, Partner, Hogan Lovells, Russia, Moscow 
Tatiana Minaeva, Of Counsel at Global Disputes Practice, Jones Day, UK, London 
Yuri Monastyrsky, Partner, MZS & Partners, Russia, Moscow
James Popperwell, Senior Counsel, Macfarlanes LLP, UK, London
 



18:45 - 20:00
18:45 - 20:00

Reception

Venue

Ararat Park Hyatt Moscow
Hotel
Ararat Park Hyatt Moscow
Neglinnaya str. 4, Moscow

Partners

Conference operator

The Arbitration Association

Official information partner

Право.ru

Strategic information partner

Закон.ru

Information partner

ICC Russia (International Chamber of Commerce)
Журнал «Корпоративный юрист»
CEE Legal Matters
Журнал «Юрист компании»
Арбитражная практика для юристов
Legal Insight
Pericles Law Center
ПравоТЭК
РАПСИ
Mergers.ru
LawFirmManagement.RU
Аналитический банковский журнал
Регфорум
AK&M
Адвокатская газета
Федеральная палата адвокатов Российской Федерации
Адвокатская палата Санкт-Петербурга
ГАРАНТ
NBJ
Экономика и Жизнь
LEXPRO
РБК
The Moscow Times

Materials

Speaking opportunities and Presentations

Guidelines for participation in Conference and preparation of presentations

Organizers follow standard international rules of professional events holding based on the following principles:

Every participant of the Conference, in accordance with the Standard Terms, has a right to present a written summary/thesis of her/his statement concerning any specific Session within the Program. Your statement will be regarded by the Conference Administrator, forwarded to the Session moderator(s) and published for attention of all Conference participants.

All Conference panelists should present their personal profiles to be published with Сonference materials. 

Presentations: 

1. Alexander Zharskiy, Partner, ALRUD Law Firm, Russia, Moscow 

2. Roman Kvitko, Head of legal, Gazpromneft, Russia, St. Petersburg 

3. Alexander Nikiforov, Chief Legal Counsel, Gazprom EP International, Russia, Moscow 

4. Reinier Nijmeijer, Head of Legal Shell Russia, Russia, Moscow 

5. Anatoly Andriyash, Partner, Head of Moscow office Norton Rose Fulbright (Central Europe) LLP, Russia, Moscow

6. Marina Mizgireva, Partner, KPMG, Russia, Moscow  

7. Dmitry Paramonov, Attorney at Law, FBK Legal, Russia, Moscow 

8. Otabek Suleimanov, Partner, Colibri Law Firm, Kazakhstan, Almaty 

9. Evgenia Teterevkova, Attorney at law, Borenius Ltd, Russia, St. Petersburg 

10. Tatiana Minaeva, Of Counsel at Global Disputes Practice, Jones Day, UK, London 

11. Yuri Monastyrsky, Partner, MZS & Partners, Russia, Moscow