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- What is the strength of the brand: companies that have left the Russian Federation will be banned from repurchasing shares as early as June
What is the strength of the brand: companies that have left the Russian Federation will be banned from repurchasing shares as early as June
Foreign companies that have left the Russian Federation will be prohibited from repurchasing their shares. The State Duma will consider the bill immediately in the second and third readings in June. We are talking about organizations that influence the socio-economic development of the country. The new owner may also refuse to sell the securities, although he will have to pay compensation to foreigners. The bill has already been approved by the Ministry of Finance, Izvestia has learned.
Who will lose the right to the option
As early as June, the State Duma intends to consider a bill on the return of foreign brands to Russia — how companies will be able to exercise their rights to repurchase shares. Izvestia has reviewed the updated concept on this issue. It has already been approved by the Ministry of Finance, follows from the department's papers, which the editorial office has.
The draft describes in which cases foreigners will be refused to buy back their assets. It can be given by the new owner or departments. According to the estimates of the Bar Association, at least 18 foreign corporations that have received a buyback option will face such risks.
As a rule, it was not publicly reported that the outgoing company had concluded an option deal with a domestic buyer. There are only isolated cases when foreign players left the market with the hope of returning in the future. For example, this was the case with French Renault and American McDonald's. The first transferred its Russian assets with the right to buy out its shares within six years. As the media wrote, similar conditions were with the restaurateurs from Deliciously, Period, which, however, did not disclose its terms of the deal.
A buyer of shares of a once-foreign company may unilaterally reject a new deal to return the business to a foreign investor. That is, block the exercise of the option for several reasons: if the foreign shareholder hails from a country that commits unfriendly actions towards Russia; if the repurchase agreement specifies a price below the market; two years or more have expired since the conclusion of the contract, and the Russian owner fulfills all assumed obligations to employees and creditors.
In this case, a foreign business can receive compensation — its amount is set by the government. If the former partners did not fulfill their obligations before leaving, the amount of compensation under the option will be reduced, the amount of reduction will be calculated by the court.
According to the draft, the federal authorities will have the right to refuse to return assets to foreign entrepreneurs. For example, if the company belongs to an industry that significantly affects the socio-economic state of the Russian Federation. And all the previously described reasons will be identified at the same time. A critically important business related to financial stability and the country's defense can be returned with the approval of the president. The law will enter into force on the day of its publication.
Sergei Gavrilov, head of the State Duma's Committee on Property, Land and Property Relations, has already sent all the necessary documents to the council of the lower house of parliament. A source in the State Duma told Izvestia about this, the editorial board reviewed the relevant papers and sent a request to the press service of the State Duma.
The author of the bill is Vladislav Reznik, he submitted it to parliament at the end of 2020, the document deals with amendments to the law "On Joint—Stock Companies". The amendments were approved on May 25, 2022 in the first reading. Since then, there has been no movement on this document, although the draft was supported by the Cabinet of Ministers "taking into account the amendments to the second reading." And only three years later, in May 2025, they returned to the draft law: amendments critical for foreign business appeared in it. They were placed in a new block, which involves adjustments to the law "On Foreign Investments in the Russian Federation."
"Amendments on the return of foreign companies must be adopted as soon as possible, so approaches for foreign business were included in Vladislav Reznik's project," a source in the State Duma explained.
Izvestia sent requests to the government, the Ministry of Finance, the Ministry of Economic Development, the Ministry of Industry and Trade, the Ministry of Energy and the Ministry of Agriculture.
Which areas will be banned
The Chamber of Commerce and Industry supported the deputies' project. Dmitry Lyubomudrov, a member of the CCI Council for financial, Industrial and investment policy, told Izvestia that certain conditions should be set for the return of foreign companies to the Russian Federation. Many brands left the market with violations, causing damage to the enterprises themselves and the economy of the Russian Federation, moreover, the countries where the headquarters of the companies were located imposed sanctions. All these facts should be taken into account in the reverse process and compensated by the business and the domestic budget, the expert believes.
These rules cannot be called strict: first of all, they are aimed at developing Russian business, because our entrepreneurs have already established their logistics, production, and invested in development, said Maria Spiridonova, managing partner of Leges Bureau, a member of the Bar Association.
— The system of returning foreign brands should be based solely on respecting the interests of Russian investors. Among the main areas that affect the socio-economic development of the Russian Federation are construction, agriculture, mechanical engineering, science and innovation," she told Izvestia.
If we look at the situation only from a legal point of view, then the restriction on repurchase is an interference with corporate rights, such steps are allowed only if the grounds for the ban are clearly described, lawyer Evgeniya Sabitova, a member of the Union of Lawyers and Bloggers at the Bar Association, told Izvestia. Vague formulations will create uncertainty in the market: this can provoke conflict situations, she believes.
— Meanwhile, important areas for the economy have already been partially identified in regulatory acts — these are the fuel and energy complex, defense industry, transport, telecom, finance and the agricultural and industrial complex, - the expert emphasized.
The approach laid down in the draft law is generally expected and logical in the current conditions: attempts to return foreign companies to Russia are actively discussed in the public space, said the head of the Institute for the Development of Entrepreneurship and Economics Artur Gafarov. Therefore, it is now important to decide which criteria should be followed in this process.
— In general, the processes of alienation and acquisition of assets related in one way or another to companies with foreign participation from unfriendly jurisdictions still retain a large component of manual management. Such corporate actions are individually reviewed by a relevant government commission, they are burdened with additional responsibilities, for example, foreigners leaving the Russian Federation must make a discount in the price when selling assets and make a special contribution to the budget, the expert recalled.
Reflecting on which industries can be called important for the socio-economic development of the country, he noted that "in the context of the potential return of foreign companies, it is most reasonable to consider those sectors that are obviously unpromising or too resource-intensive from the point of view of domestic import substitution." These are mechanical engineering, medical equipment, electronics, telecommunications and IT, the expert added. Thus, it makes sense for the Russian legislator to "open" the market primarily to foreigners with such a specialization.
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