Practice Areas

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  • Capital Markets Law

    Capital Markets Law Definition

    Russian capital markets lawyers advise and assist their clients with regards to equity and debt securities issues. A substantial bulk of legal advice relates to advice on public offerings of shares and corporate and exchange bonds, including the preparation of issuance prospectuses, drafting of transaction documentation, assisting in obtaining a listing and admission to trading on a stock exchange, obtaining the Russian securities regulator’s permit to place and circulate Russian shares abroad, as well as private placements and buy-back of equity and debt securities.

    As more and more Russian companies become public and/or their debt securities are admitted to trading on a Russian stock exchange, lawyers are being kept busy with disclosure issues. These, among other things, include disclosure on major and related party transactions, changes in shareholdings, corporate decisions, additional share issuance, and placement of bonds. In addition, lawyers advise individuals and corporates on disclosure requirements that would apply to them in light of listing and admission to trading of a Russian issuer’s securities (including depositary receipts and Eurobonds) on an international stock exchange (e.g. the London Stock Exchange, the Irish Stock Exchange, NYSE, and NASDAQ). 

    Capital markets lawyers are also actively involved in advising individuals and companies in structuring corporate governance, and understanding and complying with insider dealing and market abuse legal requirements.

    Russian capital markets law has recently been subject to massive reform, a result of which significant changes have been introduced in to the Joint Stock Companies Law, the Securities Market Law, the Moscow Exchange Listing rules, and relevant other laws and regulations. Russian capital markets lawyers have been busy educating and advising their clients on applying such new norms, including those related to the shareholders’ registrar, rights to shares, convocation of shareholders’ meetings, corporate governance, central depositary, bond trustee, disclosure, and reporting obligations. 

    Owing to recent various economic, financial, and political factors, many Russian corporates have focused on, among other things, business restructuring, including debt refinancing and sale of non-core assets. All these have resulted in capital markets lawyers becoming involved in corporate restructurings and debt reorganisations, including Russian bond restructurings.

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