Over the past two years, the number of arbitration disputes on the recovery of unjust enrichment from foreign IT-companies has increased significantly. For the period from 2022 to 2023, according to the Arbitration Case File, dozens of claims were filed by Russian legal entities against the largest foreign software manufacturers: IBM Eastern Europe/Asia LLC, Dell LLC, Hewlett Packard Enterprise LLC, and HP Inc LLC.

On October 23, 2023, the European Commission issued updated Consolidated FAQs on the implementation of Council Regulation No 833/2014 and Council Regulation No 269/2014 regarding the definition of criteria for control of companies.

On 20 October 2023, the draft law “On Amending Article 13 of the Federal Law 'On Peculiarities of Regulation of Corporate Relations in Business Companies that are Economically Significant Organizations'” was submitted to the State Duma. The Draft Law amends Federal Law No. 470 and cancels some restrictions for transactions aimed at obtaining direct control over ESO by Russian citizens and residents indirectly owning stocks/shares of ESO owned by a foreign holding company.

On 14 August 2023 the Tenth Arbitration Court of Appeal invalidated a real estate purchase and sale deal completed without the permission of the Government Commission for Monitoring the Implementation of Foreign Investments in the Russian Federation (hereinafter referred to as the “Government Commission”). On 16 October 2023 the Arbitration Court of the Moscow District upheld the decision of the Court of Appeal, confirming the illegality of such transactions bypassing the procedure provided for by current legislation.

Lidings' sanctions compliance and corporate & M&A practice lawyers managed the conversion of depositary receipts (ADRs) into stocks of a Russian issuer in support of private clients from Europe and the United States.

The Federation Council approved on 28 July 2023 a draft law¹ regulating the procedure for the exercise of corporate rights by foreign participants of Russian companies.

The Ministry of Finance of the Russian Federation published the Extract from the Decision of the Subcommission of the Government Commission for Control over Foreign Investments in the Russian Federation (the “Subcommission”) No. 171/5 dated 7 July 2023, which unifies and clarifies the requirements for deals on sale and purchase of stocks (shares) in Russian companies by persons from unfriendly states and payment of dividends to such persons. At the same time, the previously published Extracts from the Minutes of the Subcommission meetings No. 118/1 dated 22 December 2022 and No. 143/4 dated 02 March 2023 are no longer in force.

The table with the main criteria used by the Subcommission when considering the issue of approving transactions is set out in this update

On May 23, 2023, the Government submitted to the State Duma a bill designed to simplify the procedure for voluntary liquidation of small and medium businesses companies.