Anton Dzhuplin

Anton Dzhuplin

Anton Dzhuplin

Chambers Europe

You can achive every goal, if you are the real professional, always put right priorities and constantly move forward.

Recent work
Publications and Insights
Rankings and awards

Anton Dzhuplin is a Partner within ALRUD Corporate / M&A, Co-Head of Crisis Management, Economic sanctions and Compliance practice and one of the key Partners in Telecommunication, Media and Technology industry group.

His practice includes a diverse range of domestic and international M&A and finance transactions including international and domestic M&A deals and joint ventures, corporate finance, acquisition finance, IPOs, debt and capital markets derivatives and private equity. His experience spans a broad range of industries including technology, real estate, life science and pharma and infrastructure.

Anton Dzhuplin joined ALRUD in 2007 and became a partner in 2014. Anton is admired by his clients and business partners for his sharp advice and business intelligence.

He has a practical and client-oriented approach, as well as an understanding of the risks and issues arising on the projects. His responsiveness and availability are of real importance for us. Chambers Europe

Includes advising and representing:

T1 Group

a diversified holding company, one of the leaders in the Russian IT market, on the acquisition of a 26.33% stake in ADS-Holding LLC, which owns Arenadata, a developer of an enterprise big data storage and processing platform.

Demetra Holding

on the acquisition of 100% of the shares of SmartContract.

Group of a Russian major bank

on the acquisition of 100% of the shares in Mirogroup Resources, a grain trader with leading positions in the Russian grain, oilseeds and pulses export markets.

Group of a Russian major bank

on the acquisition of Novorossiysk Grain Terminal, one of the largest port terminals for the export of grain and oilseeds in Russia, with an annual transshipment capacity of over 3.6m tonnes from Novorossiysk Commercial Sea Port, a member of Transneft Group.

Group of a Russian major bank

on the acquisition of the share capital of Sports Lotteries, an operator of all-Russian state lotteries, including preparation and approval of the corporate agreement and financial documentation.

The largest Russian sovereign wealth fund

on the investment in construction and maintenance projects of the Central Ring Road of Moscow Region (CKAD-3 and CKAD-4).

The largest Russian sovereign wealth fund

on acquiring entry of a strategic foreign investor in the capital of a project company, which entered into a long-term operating agreement for integrated construction, reconstruction, maintenance, repair, renovation and operation, on a paid basis, of the M-4 Don road, with the State company “Russian Highways”.

The largest Russian sovereign wealth fund

in the investment transaction (together with other investors) for the realization of infrastructure projects on “liquidation of digital inequality” (with a telecommunication company) and “smart grids” (with Rosseti).


an American venture company, while investing in the RealtimeBoard project collaboration service.

Taisho Pharmaceuticals

in an international deal, involving the acquisition of the drug portfolio of one of the world's leading pharmaceutical companies, as part of its Russian assets.

State Oil Fund of the Republic of Azerbaijan (SOFAZ)

on the acquisition of Gallery Actor, mixed-use office and retail complex, located in Moscow, for US$133m.

Elbrus Capital

in several M&A transactions, including the sale of a leading electronic trading platform for procurement and sales, in the b2b segment in Russia, to a group of companies that owns a federal electronic platform for government, corporate and commercial procurement, and the sale of its stake in a Russian TV and radio company (OOO Holding Vyberi Radio).

GK Samolet

on the acquisition of a participatory interest in the charter capital of operator of “JIVU.RF”, an electronic system of self-government of Russian citizens.

Kernel Holding

on the establishment of a joint venture with Glencore, and on the acquisition of a grain export terminal in Taman for more than US$270m and subsequently sale of a 50% stake in the terminal to a Group of a Russian bank.

Louis Dreyfus Commodities

on the acquisition of a grain terminal in Azov, Rostov Region in Russia.

Olam International Ltd

a global leader in the agriculture sector, on the acquisition of a grain export terminal in Azov, Rostov Region in Russia.

ALRUD Experts of Corporate and M&A Practice prepared materials for the ABA International Law Section publication
Under the guidance of Anton Dzhuplin, Partner of Corporate and M&A Practice, Anna Grosheva, Senior Associate, and ****Valeria Schepkina****, Junior Associate, prepared an article on: “Option and convertible loan agreements as legal and financial instruments aimed at the protection of the investor’ interests and risk mitigation within venture investing” for the American Bar Association International Law Section publication on ****“International M&A and Joint Ventures”****. This publication, featuring opinion of 27 authors from 14 jurisdictions, summarizes the latest developments in the legislation and fast-moving landscape of mergers, acquisitions, and joint ventures. Authors from Russia prepared the materials for “International M&A and Joint Ventures” in cooperation with authors from Brazil, Chile, China, the Dominican Republic, El Salvador, India, Korea, Nigeria, Poland, Spain, USA, Uruguay, and Vietnam. The full text of the publication in English is available here.
21 May 2024
Anton Dzhuplin Re-elected as ABA Committee Vice Chair
Anton Dzhuplin, Partner of ALRUD Corporate/M&A practice, according to the results of the year, was re-elected as Vice Chair of the International M&A Joint Venture Committee of the American Bar Association International Law Section. Within the Committee, world leading experts share best practices and update information in the international law. This cooperation raises their professional expertise. This appointment proves Anton Dzhuplin’s successfulness and professionalism. Anton Dzhuplin has already performed his duties as a Vice Chair of the committee. Anton will hold this office until August 2025. ABA International M&A Joint Venture Committee focuses on legal and practical issues relating to international and comparative merger and acquisition and joint ventures, including efforts to develop greater international harmonization of laws, regional and national approaches to issues relating to mergers and acquisitions and joint ventures, and developments in countries or regions, that are implementing or changing their mergers and acquisitions and joint venture laws.
21 May 2024
ALRUD team successfully represented the sellers in the sale of Hygienic business to Nevskaya Cosmetics
Hygienic is a major Russian manufacturer and supplier of personal hygiene products with modern production facilities based in the Moscow Region and an extensive distribution network. ALRUD team leaded by Corporate and M&A Practice Partner Anton Dzhuplin with the assistance of Senior Associate Irina Kuyantseva and Associate Yuriy Nakul, represented the sellers’ interests during the whole transaction process, including structuring of the transaction, document drafting and closing of the transaction. “We are definitely proud that we help clients achieve their goals in complex projects with our thorough expertise. Our clients’ interests are the highest value for us,” Anton Dzhuplin, Partner of ALRUD Corporate and M&A Practice, said in comments about the transaction.
27 February 2024
Corporate and Regulatory Issues for Foreign Shareholders in Russia: Key Issues to Consider in 2024
Dear Ladies and Gentlemen, Special economic measures introduced in 2022 due to “unfriendly” actions of certain foreign states against the Russian Federation have been subject to development and clarification during 2023. We have already highlighted some key aspects of 2023 countersanctions regulation in another newsletter, and here we would like to pay more attention to the corporate and some other regulatory issues. 1. Corporate transactions approval procedure As a reminder, the transactions aimed directly or indirectly at disposal of shares/participatory interests in Russian companies, entered into with persons of “unfriendly” foreign states, as well as payments in favor of “unfriendly” participants/shareholders in case of charter capital decrease or liquidation of a Russian company without using a type ‘C’ account (provided that the payment exceeds RUB 10 mln threshold per month) require clearance in accordance with several countersanctions decrees of the Russian President. However, before an application for granting permission for a transaction/operation is passed to the Sub-Commission of the Government Commission for Control over Foreign Investments (the “Sub-Commission”), it must first receive the support of the “industry-specific” federal executive authority in charge of the area of the target activity (the list is limited to eleven ministries) and the Ministry of Finance. The procedure for obtaining approvals from the Sub-Commission has become clearer: the consideration process has become more transparent, and approval criteria have been established that must be met in order to obtain a positive decision. The most crucial and ordinary criteria are obligation to transfer to the federal budget a contribution in amount equal to at least 15% of the market value of the respective assets, as well as payments under the transactions (operations) to foreign accounts (regardless of the account currency) in installments. Please note that the final schedule of payments is established by the Sub-Commission, taking into account the position of the Bank of Russia. 2. Liability for non-compliance As of now, there is no specific liability for conducting transactions/operations in breach of the procedure stipulated by the counter-sanctions decrees (the relevant draft law of the Ministry of Finance introducing special administrative liability has not yet been adopted). However, execution of transactions/operations without the Sub-Commission approval may entail the following consequences: {{(A)}} Transaction/operation may be held null and void and formally result in mutual restitution under the general civil law provisions (the prosecutors were given the powers to initiate and participate in relevant judicial proceedings); {{(B)}} Deprivation of direct participants/shareholders of Russian companies from their voting rights; {{(C)}} Refusal of Russian banks to conduct payments and refusal of registrars/notaries to register the transfer of title to the shares/participatory interests in Russian companies. 3. Interim administration and related risks Decree No. 302 of the Russian President provided for introducing interim management in respect of Russian assets of “unfriendly” companies as a response to the deprivation of Russian persons of the title to the property in “unfriendly” countries, or to a threat to Russian security and defense capability. The interim administration is carried out by Rosimushchestvo/Government of Moscow, that exercises the rights of the owner (except for disposal) and appoints new management bodies. In addition, the interim administration is introduced for an unlimited term and is terminated by a new order of the Russian President. At present, interim administration is carried out in respect of several major companies significantly influencing the Russian economy in respective areas (Unipro, Fortum, Danone, Baltika (Carlsberg), etc.). Introduction of the interim management mechanism and the possibility of it being applied to all foreign assets of “unfriendly” non-residents without any particular criteria creates significant additional risks affecting the activity of foreign companies in Russia. 4. Payment of dividends Payment of dividends to foreign creditors in the amount exceeding RUB 10 mln per calendar month is also restricted. When considering the respective application for making such payment without using a type ‘C’ account, the Sub-Commission pays attention to the number of criteria, especially to the retrospective analysis of payments for the previous periods. In case the company never paid any dividends earlier and accumulated the significant amount of non-distributed moneys, the payment in question may be regarded as siphoning money out of Russia, thus reducing the chances of obtaining the Sub-Commission approval. However, the distribution of dividends to the foreign creditors may be allowed regardless of compliance with the requirements established by the Sub-Commission, providing that the amount of dividends to be paid does not exceed the amount of investments in Russia. Here, investments made by foreign creditors in the Russian economy since April 01, 2023, including the expansion of production in Russia and the development of new technologies, shall be taken into account. In this case, investments are understood to be new investments in Russia (including through loans, construction of factories, and so on). If a Russian subsidiary invests its profits earned in the Russian Federation, then such an investment is considered an ordinary business activity. 5. Financial transactions Restrictions on granting and repaying loans to foreign creditors also continue to apply. In particular, it is prohibited to perform the following operations without a special approval: foreign currency operations related to providing loans in foreign currency to both “unfriendly” and “friendly” non-residents; transactions related to granting loans in Rubles to “unfriendly” non-residents; performing obligations under loans in favor of “unfriendly” non-residents in the amounts exceeding RUB 10 mln per month without using a type ‘C’ account. The regime of type ‘C’ accounts significantly limits the available operations with funds. The allowed operations include, inter alia, transferring of funds to other type ‘C’ accounts, payment of the debtor’s own taxes and duties in Russia, acquisition of federal loan bonds in auctions. Moreover, currently it is not allowed to transfer money from a type ‘C’ account to ordinary accounts, including with an approval of any kind. Please also note that according to the non-public clarifications of the Bank of Russia, performing set-offs under loans or other claims (e.g., payment of dividends) with participation of “unfriendly” non-residents, in case payment under such obligations would be subject to counter-sanctions restrictions (i.e. the amounts are to be paid to a type ‘C’ account), constitutes violation of counter-sanctions restrictions. 6. Liquidation of subsidiaries and branches Currently, it is possible to liquidate companies without any Sub-Commission approval and we dealt with multiple successful cases in our practice. However, according to some notaries, the liquidation itself should also be cleared by the Sub-Commission. In the absence of official clarifications on the necessity for the relevant approval, this issue might be interpreted differently. Distribution of the liquidation proceeds exceeding RUB 10 mln threshold requires clearance with the Sub-Commission. However, it is quite complicated to obtain approval for such operations as it entails the withdrawal of funds abroad without continuing operations in Russia (i.e. there is no positive effect on socio-economic development of Russia).
21 February 2024
Anton Dzhuplin re-elected as ABA Committee Vice Chair
Anton Dzhuplin, Partner of ALRUD Corporate/M&A practice and Co-Head of Crisis Management, Economic sanctions and Compliance practice, was re-elected as Vice Chair for the Year In Review of the International M&A Joint Venture Committee of the American Bar Association International Law Section. Within the Committee, world leading experts specializing in M&A share best practices and update information in the international law, raising their professional expertise. This appointment proves high standards of ALRUD’s Corporate and M&A practice and demonstrates Anton Dzhuplin’s successfulness and professionalism. For many years Anton has been highly involved in professional activities of respectable international associations. Anton Dzhuplin has already performed his duties as a Vice Chair of the committee. Anton will hold this office until August 2024. ABA International M&A Joint Venture Committee focuses on legal and practical issues relating to international and comparative merger and acquisition and joint ventures, including efforts to develop greater international harmonization of laws, regional and national approaches to issues relating to mergers and acquisitions and joint ventures, and developments in countries or regions, that are implementing or changing their mergers and acquisitions and joint venture laws.
11 August 2023
Maxim Alekseyev, Anton Dzhuplin and Sergey Milanov held a seminar for ROTOBO in Tokyo
On 12 July, Maxim Alekseyev, Senior Partner, Anton Dzhuplin, Partner, and Sergey Milanov, Of Counsel and Co-Head of the firm’s Asia-Pacific Desk, held a seminar for members of the Japan Association for Trade with Russia and the Newly Independent States (ROTOBO) in Tokyo. Our lawyers told the Japanese audience about the business operations of companies from “unfriendly” countries on the Russian market, as well as explained the regulations covering exit transactions involving the sale of shares or stakes in the Russian companies by foreign shareholders. They also shared practical advice on the legal aspects of implementing such transactions. In the seminar, the following topics were covered: {{1.}} "Current trends and strategies of actions of companies from “unfriendly” countries in the Russian market. What foreign companies that continue to operate in the Russian Federation should keep in mind" (speaker - Maxim Alekseyev). {{2.}} "Developments in the regulation of transactions involving the sale by foreign shareholders from 'unfriendly' countries of shares or stakes in their Russian companies" (speaker - Anton Dzhuplin). {{3.}} "A summary of the procedures for the liquidation of a Russian subsidiary and the closing of a Russian branch by a foreign company from an 'unfriendly' jurisdiction'" (speaker - Sergey Milanov). The above topics were followed with a high interest by the audience.
13 July 2023
Liquidation: new simplified procedure and counter-sanctions regime impact
We are pleased to share with you the following updates related to liquidation of companies. 1. Simplified liquidation procedure On 07 June 2023 the Russian parliament approved the draft law1 allowing the shareholders of small and medium-size enterprises to liquidate their business within a simplified procedure. Suggested changes: Timing. The whole liquidation process under the new procedure will take 3 months instead of usual 7-12 months as per the existing liquidation rules; Liquidation process is expected to be simplified for certain entities. Shareholders will need to sign and submit a single application instead of 3 applications under standard procedure. All other steps (such as notification of liquidation in mass media) will be made by the registration office. Who is eligible? According to the draft law, any legal entities matching all the following criteria simultaneously will be able to apply for the simplified liquidation: Included in the register of small and medium-size enterprises; Not paying VAT or exempt from its calculation and payment; Not in bankruptcy and no signs of bankruptcy from the Russian law perspective; All payments due to dismissed employees are made in full; Settlements with creditors are made in full; No unsettled tax and other state-related obligations; There are no records2 on non-reliable information about the company in the register; No real estate or vehicles owned; Not in already launched standard liquidation reorganization or administrative exclusion from the register. When to expect? According to the draft law, the new provisions shall come into effect starting from 1 July 2023. 2. Counter-sanctions regime impact on standard or simplified liquidation Decree of the President No. 618 dated Sep-tember 08, 2022 (“Decree 618”) introduced the obligation to get approval of the Government Commission for the control of foreign investment in the Russian Federation (the “Government Commission”) when persons from so-called “unfriendly” states3 (states that introduced or supported sanctions against Russia) or under control of persons from “unfriendly” states cease to own shares in a Russian company. Another decree of the President No. 737 dated 15 October 2022 (“Decree 737”) introduced the obligation to get approval of the Government Commission for distribution of the liquidation proceeds to shareholders in case the sum exceeds 10 million RUB per month. Possibility to launch liquidation without approval of the Government Commission As of today, we see that it is practically possible to launch liquidation without approval of the Government Commission under Decree 618 in case liquidation proceeds do not exceed 10 million RUB (otherwise, approval under Decree 737 is required). We also see that there are different interpretations regarding the necessity to get approval under Decree 618, and we cannot exclude the risk that there may arise certain difficulties with launching the liquidation (due to the position of the Russian notaries and authorities), or that the Russian authorities can issue clarifications stating that the approval under Decree 618 is required in all cases. As of today, though, we have many successful cases when liquidation without approval under Decree 618 was launched with no issues. The main risk we see here is that in the middle of the liquidation the necessity of getting the approval may arise, and in that case it would be necessary to either get the approval or cancel the liquidation. № 164662-8 on amendments to the Federal Law 'On state registration of legal entities and individual entrepreneurs' and article 3 of the Federal Law 'On limited liability companies'. Record made by the registration office meaning that certain information in the register is not actual or is fake/non-reliable. Including USA, European Union Member States, UK, Japan. Please refer to the full list via the below links:, and
13 June 2023
Interim administration in respect of certain Russian assets of the persons from “unfriendly” jurisdictions which seized or violated proprietary rights of Russia or Russian entities abroad
On April 25, 2023 the President of the Russian Federation signed Decree No. 302 “On the Interim Administration of Certain Assets” (“Decree No. 302”)1, introducing a new mechanism for interim administration of certain assets in Russia (“Interim Administration”). Decree No. 302 became effective immediately on April 25, 2023. {{1.}} Grounds for and scope of Interim Administration {{1.1}}In accordance with Decree No. 302, the Interim Administration can be established in case of: {{(A)}} deprivation of ownership and (or) property rights to the assets; OR {{(B)}} limitation of ownership and (or) property rights to the assets; OR {{(C)}} a threat of such deprivation or limitation; OR {{(D)}} a threat to national, economic, energy, or other types of national security or to the defense capability of the Russian Federation. The Interim Administration may be applied in case said ownership and (or) property rights to the assets belong to the Russian Federation and (or) Russian individuals and (or) legal entities, while the assets are located in the territory of “unfriendly” states (being foreign countries that imposed sanctions against Russia, its citizens, or legal entities)2. {{1.2.}} Interim Administration may be implemented over the following assets: {{(A)}} movable and immovable property; {{(B)}} securities and shares in authorized capital of Russian legal entities; and {{(C)}} property rights. {{1.3.}} To be exposed to the risk of implementation of Interim Administration the assets must simultaneously comply with all the following criteria: {{(i)}} to be located within the territory of the Russian Federation; and {{(ii)}} to belong to or to be under control of a foreign person associated with an “unfriendly” state3. NB! The assets are subject to Interim Administration upon inclusion in a special list approved by the President of the Russian Federation. We understand that the Interim Administration is introduced upon entrance into force of such list (i.e. effective date of the Presidential Decree with the relevant list of assets4). Note that in contrast to, for instance, federal laws, the Presidential Decrees usually become available to the public at the date of their official publication. Thus, it is extremely important to monitor the changes regularly to be aware of imposition of the Interim Administration in respect of any new assets. {{2.}} Interim Administration mechanism {{2.1.}} According to Decree No. 302, the Federal Agency for State Property Management (“Rosimush-chestvo”) is appointed as the institution performing functions of an interim administrator. Rosimush-chestvo may be replaced by any other person by a separate Presidential Decree5. {{2.2.}} Rosimushchestvo has all property rights to the aforementioned assets. At the same time, Rosimush-chestvo only operates and exploits the assets and has no right to dispose of them. In other words, the asset owners will be temporarily deprived of the rights of possession and use over the affected assets. {{2.3.}} Expenses incurred during Interim Administration are compensated only from revenues received as a result of asset administration. {{2.4.}} Rosimushchestvo is responsible for ensuring the inventory and safekeeping of the assets handed over under the Interim Administration. {{2.5.}} Interim Administration can only be terminated by a relevant act of the President of the Russian Federation. {{3.}} Assets under Interim Administration The Interim Administration has been already established over the following companies listed in Decree No. 302: 83.73% of shares of Unipro PJSC, owned by Uniper SE; and 98.2295‬% of shares of Fortum PJSC, owned by Fortum Russia B.V. and Fortum Holding B.V., which are subsidiaries of Fortum Oyj. Please note that the list of assets subject to the Interim Administration is expected to be monitored and updated by Russian authorities from time to time. {{4.}} Impact and risk assessment {{4.1.}} The criteria for introduction of Interim Administration are quite vague, so that the mechanism can be utilized by the Russian state authorities as an urgent measure in response to any deprivation or even threat of deprivation of any property rights of Russia or Russian persons to the assets abroad. {{4.2.}} It is relatively hard to expect how the assets subject to the Interim Administration will be chosen. Formally speaking, the wording of Decree No. 302 allows to establish Interim Administration over any assets belonging to any foreign persons from “unfriendly” states (or even foreign states themselves) or persons under their control. {{4.3.}} Meanwhile, so far Decree No. 302 is applied point-by-point only to certain assets which are under control of governments of “unfriendly” states (Germany and Finland). The analysis of the current circumstances allows us to conclude that the following issues might be taken into account by the Russian authorities while choosing targets for Interim Administration: {{(A)}} Unipro and Fortum are companies which are important for the economy and energy security of Russia , which is also confirmed by the fact that they were already included in the list of companies the transactions with shares of which are subject to prior presidential approval under Decree No. 520 of August 05, 2022 (which is, in fact, the most complicated clearance procedure); {{(B)}} Unipro and Fortum are controlled by the governments of “unfriendly” states; {{(C)}} “unfriendly” states nationalized or took control over the companies being the shareholders of Russian companies, or their assets (e.g. Uniper SE was nationalized by Germany earlier in 2022); {{(D)}} the shareholders of the companies publicly announced their exit from the Russian market and (or) suspended management and (or) control over Russian assets. {{4.4.}} We think that the risk of introduction of Interim Administration over a particular asset should be assessed taking into account the abovementioned complex of factors (most of which have purely discretional nature). However, it should also be kept in mind that formally any assets under control of persons associated with “unfriendly” states can be targeted by the new Interim Administration mechanism. You can download English translation of the Decree No. 302 following the link. The list of “unfriendly” states was approved by the Russian Government Decree No. 430-r on March 05, 2022. Means any foreign citizen / foreign legal entity related to “unfriendly” states (i.e., that has citizenship or is a resident of at least one of such states, or place of their registration, place of preferential conduct of economic activities, or place of preferential extraction of profits from activities is at least one of these states), as well as any other foreign person that is under control of the above-mentioned foreign citizen or foreign legal entity. In practice, the Presidential Decrees providing for restrictive measures are effective from the date of their official publica-tion that is expressly stated therein. To date, it is not clear who such person may be. Probably, it can be a state corporation VEB.RF as proposed in 2022 during discussion of similar draft law “On External Administration for Entity Management”.
26 April 2023
A word spoken is past recalling: Russian Supreme Court explained the regulations on liability for breach of representations
The Judicial Chamber on Economic Disputes of the Supreme Court of the Russian Federation has considered TrustForex LLC case (No. A40-167835/2021) concerning the essential issue of recovery of penalty for providing false representations while selling assets. We believe this case to be very important both for the court practice and for the business. Starting from the moment the institution of representations was introduced into the Russian law, Russian courts often assessed the representations from the viewpoint of their accuracy before or at the time the relevant representations were given, and extended their effect only to the parties to the contract. This approach has sometimes made it difficult to protect the interests of buyers of assets in case of breach of representations. Besides, it was not always in line with requirements of business needs, as representations on the lack of potential future claims from the authorities became a common practice in the sale of shares, stakes, and other assets. On 22 March 2023, the full text of the Supreme Court Ruling in the case of TrustForex LLC (the 'Ruling') was published. It contains a number of important conclusions aimed at unifying court practice in cases of liability for making false representations. Below we provide a brief overview of this case and the key findings of the Supreme Court of the Russian Federation. 1. TrustForex Case. Background In August 2018, a certain person entered into an agreement for the sale of shares in the charter capital of TrustForex LLC (the 'Agreement' and the 'Company'), which contained representations that no claims would be made against the Company on any grounds arising before the conclusion of the Agreement, and the Company itself by the time the Agreement would be certified would have a valid forex dealer license , under which the Company would operate its key business. However, a few months later the forex dealer license of TrustForex LLC was revoked by the Russian Central Bank due to violations committed during 2018, after which the buyer filed a claim with the court to recover a penalty in the amount of the price paid for the shares. The lower courts dismissed the buyer’s claim on the following grounds: Representations may only be provided with respect to specific facts that have taken place and for which a party to the SPA is responsible. At the time of the transaction the license was not revoked, and no claims were filed against the Company by the Central Bank of Russia. The sellers of shares are not liable for the consequences of the results of the company's business activities. The sellers of shares are not liable for claims by the Central Bank of Russia as these claims arise from actions of persons not being parties to the SPA. 2. Key points of the TrustForex Case The Supreme Court of the Russian Federation overturned the decisions of the lower courts and remitted the case for reconsideration, giving some fundamental interpretations regarding representations in the sale of a business. Please find below the key points of the Supreme Court's ruling. {{(A)}} The circumstances having possible future consequences relating to monetary loss for the party relying on it may be the subject of representations. {{(B)}} The seller of a company share that has given a representation as to the absence of company’s violations is generally liable to the buyer for all losses and other negative consequences of claims of third parties, including the authorities, filed due to such violations revealed. {{(C)}} Cancellation of a forex dealer license due to violations committed before entering into the SPA is a ground for claiming penalties (if an obligation to pay such penalties was expressly provided for in the agreement, as provided in Article 431.2 of the Civil Code as a consequence of false representations). This Ruling is an important precedent, as the Supreme Court of the Russian Federation supported the buyer in the absence of uniform court practice on this issue. We believe that further court practice will be based on these findings, making disputes over representations more predictable and the inclusion of such representations in contracts more secure.
29 March 2023
Russian counter-sanctions: new restrictions on transactions with securities
Dear Ladies and Gentlemen! In the course of regular updates on Russian counter-sanctions, we would like to provide you with information on Decree of the President of the Russian Federation dated March 3, 2023 No. 138 “On Additional Temporary Economic Measures Related to Circulation of Securities” (“Decree No. 138”).
06 March 2023
Pravo-300, 2023 recommends Anton Dzhuplin for Corporate Law, Mergers and Acquisitions (High Market), Natural Resources and Energy.
Chambers Global, 2022 recommends Anton Dzhuplin in Corporate / M&A.
Best Lawyers, 2022 recommends Anton Dzhuplin in Information Technology Law and Technology Law.
IFLR 1000, 2021-22 recommends Anton Dzhuplin in Corporate, Banking and Finance.
Chambers Global, 2021 recommends Anton Dzhuplin in Corporate / M&A.
Chambers Europe, 2021 recommends Anton Dzhuplin in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2021 recommends Anton Dzhuplin in Corporate / M&A, Banking and Finance, Capital Markets, PPP and Infrastucture, Restructuring and Insolvency, Telecommunication, Media and Technology.
Best Lawyers, 2021 recommends Anton Dzhuplin in Information technology.
Chambers Global, 2020 recommends Anton Dzhuplin in Corporate / M&A.
Chambers Europe, 2020 recommends Anton Dzhuplin in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2020 recommends Anton Dzhuplin in Corporate / M&A, Banking and Finance, Capital Markets, PPP and Infrastucture, Restructuring and Insolvency, Telecommunication, Media and Technology.
Who`s Who Legal, 2019 recommends Anton Dzhuplin in Mergers and Acquisitions.
We use cookies to offer better performance of the website and fulfill some other purposes specified in the Privacy Policy. By way of ticking the box you provide your consent to use of cookies. Otherwise, we will only use technical cookies, which are necessary for proper functioning of the website.