01
The first regulatory screen belongs before the term sheet
Map the target, control rights, stages, group, financial data, licences, strategic activities and investor status. A single project may require FAS clearance, a 57-FZ decision, Bank of Russia consent and a sector approval.
- Transaction
- Shares, assets, merger, option, trust or contractual rights.
- Control
- Direct and indirect votes, decision rights and board appointments.
- Parties
- The full group perimeter, not only SPA signatories.
- Timing
- The regulatory route must fit within the long-stop date.
02
Thresholds follow the group and economic result
Collect the ownership chain to ultimate controllers, Russian financial data, connected transactions and existing holdings. Splitting one project into several contracts does not remove risk where they pursue one economic result.
03
FAS merger control reaches beyond acquisitions of control
Articles 27–29 of the Competition Law cover reorganisations, formations, crossings of statutory voting levels, acquisitions of a material part of productive assets and rights to determine business conditions. The test depends on current asset and revenue thresholds, target assets, group composition and exemptions.
- Equity
- Test the statutory voting levels together with existing holdings.
- Assets
- A separate test applies to a material part of productive and intangible assets.
- Rights
- Contractual powers may matter without a title transfer.
- Reorganisation
- Merger, accession and certain formations require their own analysis.
04
Law 57-FZ starts with the target’s activity
Review actual operations, licences, subsoil use, technology, data, communications, media, transport, defence and the other indicators in Article 6. Then test the transaction and other actions under Article 7, including direct or indirect control, appointment rights and asset-management powers.
05
Foreign-investor status is traced to the ultimate owner
Map ownership, shareholder arrangements, nationality and residence, public control and nominee or trust structures. Special tests apply to particular investors and strategic targets; where status is uncertain, an advance approach to FAS may be considered.
06
Financial institutions require a separate Bank of Russia admission track
Acquiring more than 10% in certain financial institutions or obtaining control over their major shareholders can require Bank of Russia consent. The review includes ownership, financial standing, source of funds, business reputation and other eligibility requirements.
- Scope
- Banks, insurers, pension funds, asset managers and certain other institutions.
- Group
- Participation and control are assessed at group level.
- Funds
- Origin and sufficiency of financing need documentary support.
- Governance
- A control change may trigger separate management fitness review.
07
A licence or regulated asset can create a second track
Separately test subsoil, telecoms and media, insurance, transport, defence, state secrets, land restrictions and state contracts. Approval may apply to the control change itself or to licence, concession or permit reissuance after closing.
08
A filing is a documented model of the transaction
Prepare before-and-after group charts, business and market descriptions, financial data, corporate records, transaction documents, beneficial-ownership and funding evidence. Facts must align across FAS, Bank of Russia, SPA and KYC submissions.
09
Regulatory risk belongs in the SPA
Define each condition precedent, the responsible party, efforts standard, regulator-response process, permitted amendments and a ban on accepting material remedies without consent. The long-stop date should cover preparation, statutory review, information requests and possible extensions.
- CP
- Closing follows only after listed decisions and applicable waits.
- Cooperation
- Data deadlines, privilege and access to regulator communications.
- Risk
- Who accepts remedies, divests or bears refusal risk.
- Termination
- Consequences of refusal, long-stop expiry or non-cooperation.
10
Clearance may carry remedies
Model structural and behavioural conditions before filing: divestment, contract restrictions, access obligations, capacity preservation or disclosure. The SPA should define acceptable limits and prevent unilateral changes to deal economics.
11
The buyer must not control the target before closing
Interim covenants preserve value without transferring factual control. Reserved matters should focus on exceptional actions, sensitive information should pass through a clean team, and commercial teams must remain independent.
12
The closing file proves compliance
Include decisions and remedies, evidence of condition satisfaction, corporate approvals, registry steps, revised licences and mandatory notices. Track post-closing remedy milestones and retain the evidence.
13
Initial screening pack
Buyer and target ownership to ultimate owners; group accounts; deal and connected-step description; existing holdings; charter and shareholder agreements; licences and activities; subsoil data; asset register; foreign-investor status; funding; proposed governance; term sheet or SPA draft.