Lomonosov Moscow State University Faculty of Law Business Law Department

Editors – Evgeny Gubin and Alexander Molotnikov

Cover Design – Anna Susanyan

Copyright © 2016 by ANO Startup

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"This work clearly explains the sources of business law in Russia and the way in which the law supports entrepreneurial activity. It will be an important tool of understanding for Western scholars and testimony to the importance given to the law as a mode of business regulation in contemporary Russia."

Professor Simon F. Deakin

University of Cambridge Faculty of Law

"This book fills a gap in the English language literature on Russian business law. It provides an important starting point for comparative corporate law scholars and corporate lawyers by making the foundational rules on Russian business law easily accessible in English. Hopefully, this book will inspire more comparative legal research on Russian Business Law in the future."

Dr. Dan W. Puchniak

Associate Professor of Law, National University of Singapore (NUS) Director of Corporate Law, NUS Centre for Law & Business

"This book demonstrates to the world the business law of Russia and may promote economic and commercial engagement between Russia and other countries. Meanwhile, the book has great significance to the international trade and investment, and economic globalization. Therefore, we really look forward to the publication of this book."

Professor Ciyun Zhu

Tsinghua University School of Law

"The chapter on "Business Litigation" includes a useful section on the Russian judicial system, including the jurisdiction and functions of the Arbitration Courts. The chapter also looks into the arbitral tribunal system (which is not the same as the Arbitration Courts) in the Russian Federation. The chapter on "Contracts" can function as a convenient starting point for anyone seeking a comprehensive summary of the law relating to commercial and other contracts. I especially benefitted from the section on sale of goods contracts in the Russian Federation."

Professor Anselmo Reyes

University of Hong Kong Faculty of Law

Acknowledgements

We would like to express our deepest appreciation to the Lomonosov Moscow State University Faculty of Law, especially to Dean Alexander K. Golichenkov, Deputy Dean Vladimir Stepanov-Egiyants and to all professors of the Business Law Department for their help and support during the preparation of this book.

We are grateful to Professor Stephen Sammut for preparing a great foreword to our book and to Dr. Dan W. Puchniak, Professor Ciyun Zhu, Professor Anselmo Reyes, Professor Simon F. Deakin for their endorsements.

We also greatly appreciate the support, input and inspiration to our book provided by:

Zhang Shouwen, Dean of the Peking University Law School

Michael Hor, Dean of the University of Hong Kong Faculty of Law

Simon Chesterman, Dean of the National University of Singapore Faculty of Law

Brian R. Cheffins, Professor of Corporate Law, University of Cambridge Faculty of Law, Professors of the Center for Transnational Legal Studies (London)

Nikolai I. Mikhailov, Deputy Director of the State and Law Institute of the Russian Science Academy

Dmitry Yu. Guzhelya, Deputy Head of the Russian Federal Agency for CIS Affairs, Compatriots Living Abroad and International Humanitarian Cooperation

Alexey R. Khokhlov, Deputy Principal for innovation policy management and international academic cooperation at the Lomonosov Moscow State University

We are grateful to Russia-China Law Society (RCLS) and members of its Executive Board for their support and their interest in developing Russian relationship in law with legal scientist of world.

www.rc-law.ru

WeChat ID: RUS-CN-LAW

We are thankful to UKey Consulting Company and, especially to its managing partner Nadezhda Pronina, for providing financial support and sharing their expertise during the book edition.

We are thankful to CILICIA CAPITAL team for their invaluable help in reviewing the chapters of this book and sharing their experience and expertise.

We also thank ELL PARTNERSHIP Law Firm and, especially to its managing partner Taron Simonyan for their help in translation of chapters, originally written in Russian.

We are also grateful to EMPP Russian Law Firm and, especially to its partner Sergei Egorov, for their continued collaboration and its support of the initiatives the Business Law Department of the Lomonosov Moscow State University Faculty of Law.

We are thankful to Nickolas Grecco for reviewing the text in English language.

Finally, we are very grateful to the students of the Lomonosov Moscow State University Faculty of Law and, especially to Nikita Pyasetskiy, for their help in materials processing for this book and its editing.

Glossary

Foreword

We’ve not had the pleasure of meeting in person, but Professors Evgeny Gubin and Alexander Molotnikov have done me a great service in assembling this thorough and readable text along with Levon Garslian, my former student at the University of Pennsylvania, who excellently managed all the book edition process and co-authored its introduction. As a teacher of “Private Equity in Emerging Markets” at the Wharton School of the University of Pennsylvania and a vocal advocate for global entrepreneurship and private sector approaches to economic development, I am often asked the question when promoting activity in a given country, “What about the rule of law?” As it relates to many countries, it is a fair question. In the case of Russia it is not. On the surface, it might seem an appropriate question but it originates from a cascade of misinformation and misunderstanding about the Russian system and an ignorance of the vast progress that has been made since the Russian Federation was established just a quarter-century ago. Every question, of course, is a statement. The Russian rule of law question is indicative of a reluctance to invest within Russia or collaborate with a Russian company. This reticence is born not of experience, but from past echoes of geopolitical tensions and misguided assumptions about how Russia administers business law and adjudicates legal conflicts between parties, perhaps reinforced by prevailing international concerns. This book provides any individual or company with the insights necessary to do business in Russia on a foundation of knowledge and with confidence that a sophisticated system of commercial justice will apply.

The book is rich in examples that support my enthusiasm. For example, the overview of business legislation chapter successfully guides the reader through how Russia’s Continental legal tradition is driven by statutes and how these statutes are assembled as a hierarchy reflecting the principles of law at the federal level and, then, the regional level. The authors describe the system for originating, testing and promulgating law in a way that suggests society-wide consideration of the principles and their application. Enlightening to me is the discussion of the Constitutional basis for the oversight, and essentially promotion, of entrepreneurship. Few countries originate sets of laws out of specific consideration of the need to drive entrepreneurial activity by providing a set of statutes to serve as a guide on the one hand, and a set of assurances on the other. In fact, Russian law assembles in definable provisions a suite of identifiable statutes addressing a vast array of circumstances and possibilities.

It appears to me as a foreigner that Russia has successfully sought to leapfrog its system of commercially related laws through careful study, analysis and adoption of the experiences of countries under the Continental legal tradition, as well as the British-American tradition. As such, while there are specific differences, foreign business people will find the underpinnings of modern Russian law intuitive with respect to the traditions of their native countries. This is not to suggest that there are not differences, but to assure readers that there is an internal logic to Russian law that is rooted in the practical experiences of countries with longer capitalist heritages.

As a practical guide, the book provides the information necessary to distinguish the individual and entities with legal standing. In addition, the book provides a comprehensive view of the available legal structures for profit and nonprofit organizations in detail that is sufficient for the lay reader to understand the options, and discuss these knowledgeably with competent legal counsel. Attorneys tell us that the best clients are informed clients. With respect to the choice of entity, any reader will be an informed reader and can make the most of their relationship with legal counsel.

I found the discussion of Russian Securities Laws and Regulations particularly enlightening. Here again, it is obvious that modern Russian law has leapfrogged over a century’s worth of missteps in the evolution and enforcement of securities laws in other countries. It has done so for a wide-variety of financial instruments and products. While Russia has its own complexities and special requirements in this arena, the book presents the overall structure in an understandable way that inspires confidence. There is a clear message that there are severe penalties for stepping outside the regulations. From that I infer that the Russian government is serious about building and maintaining confidence in its capital markets.

The book also offers a concise but thorough discussion of the Constitutional basis for litigation, arbitration and other means of legal protection. In any jurisdiction, this aspect of law represents a maze of due process and procedure that is mastered only by the most dedicated and diligent legal practitioner. Here again, however, the notion that the best client is an informed client applies.

This chapter should be read and digested by any business person contemplating commercial activity in Russia as a means of deriving confidence in the Russian legal system on the one hand, and as a guide for enhancing their negotiation of business terms in a contract. Too often, business people will leave the legal provisions to attorneys without taking the time to arm themselves with insights that will allow them to craft an investment or business relationship that considers the universe of issues. The book’s accessible treatment of protections is a must read for anyone venturing in Russia or into Russia for the first time.

Finally, in every jurisdiction in every country, whether national, regional or local, there are principles of contract law that have their own nuances when applied in negotiation, commercial activity and adjudication. While these are, again, the province of a dedicated jurist, the book provides a valuable oversight into the realities of contract law in Russia and in so doing, arms the lay reader with the information and insights necessary to structure the most satisfactory investment or commercial relationship.

As I said in my opening paragraph, Levon Garslian and Professors Gubin and Molotnikov have done me a great service. Now when I am asked about the rule of business law in Russia, I can honestly reply “Read Russian Business Law: The Essentials” and you will have your answer.

Stephen M. Sammut,

Senior Fellow, Health Care Management Lecturer,

Entrepreneurship Wharton School, University of Pennsylvania,

December 20, 2015