Russian business law: the essentials. Отсутствует
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.
Preface
“You will not grasp her with your mind Or cover with a common label, For Russia is one of a kind — Believe in her, if you are able…”[1]
These insightful and, in some way, mysterious words, written by F. Tyutchev almost more than 150 years ago, could be also applied today to various spheres of the Russian life. This could even be applied to the way we do business or so-called “entrepreneurship.” Furthermore, it seems that one could have such a perception not only in relation to doing business, but also the law around it. Our attempt here is to show that this is not the case. Certainly, Russian law, especially business law, could hardly be covered “with a common label;” if anything related to Russia could be done so at all. However, you can definitely “grasp” the Russian business law “with your mind,” at a high-level, even without having a legal background. Our main goal is to help you to achieve such an understanding.
The study of business law is an essential requirement for a business lawyer, businesspersons (including managers and entrepreneurs), as well as for academics. Consider this – what would you do if (1) your client or company has a legal issue in Russia, or (2) you want to tell your students about recent law developments in business transactions in Russia, or (3) you are simply interested in learning about the new Russian law system regulating business relations and conditions of the market economy? Whom would you ask, or where would you look up first? Answers may vary according to the situation: one could hire a law firm, call a friend, or just “google” it. However, it would be much more convenient to have something to use that is reliable, concise, and comprehensive. The absence of a helpful resource in English encouraged our team mainly of professors, PhD students, and graduates of the Lomonosov Moscow State University Business Law Department to prepare this book, which tells about the regulation of business in Russia. However, one should not consider that its main purpose is to simply retell the content of legal acts related to the regulation of business relations. Our team strove to resolve a much more complex problem: on the one hand, to show in what way particular areas of business are regulated, and on the other, to define the fundamentals of business regulation in Russia.
This book covers the following areas of the Russian business law:
1. Business Legislation
2. Business Association Forms
3. Core Business Contracts
4. Securities Regulation
5. Banking Regulation
6. Competition
7. Bankruptcy
8. Regulation of Natural Resources
9. Investment Regulation
10. Business Litigation, Arbitration and Other Remedies
Thus, this book provides a comprehensive overview of the ten core areas of Russian business law; in other words, its essentials.
Alexander Molotnikov,[3] Levon Garslian,[4] Andrei Gabov[5]
Introduction to Business Law in Russia
Before getting too deep into regulatory details, it seems appropriate and necessary to give a concise historical and conceptual background of Russian business and business law, in order to enable our reader to better understand the current developments.
1. Entrepreneurship Revival
For almost 70 years[6] during the existence of the USSR, entrepreneurship was impossible and even illegal. The key feature of the economy in the Soviet period was the "leading role" of the Communist Party. The Soviet economic
Translated by Anatoly Liberman, available at http://www.ruthenia.ru/tiutchevi-ana/publications/trans/umomrossiju.html#en.
Fyodor Ivanovich Tyutchev (Russian: Фёдор Иванович Тютчев; December 5, 1803 – July 27, 1873) is generally considered the last of three great Romantic poets of Russia, following Alexander Pushkin and Mikhail Lermontov. See https://en.wikipedia.org/wiki/Fyodor_Tyutchev.
PhD, Associate Professor, Lomonosov Moscow State University Business Law Department
University of Pennsylvania Law School, LL. M. 2015; University of Pennsylvania Wharton School, WBLC 2015; Lomonosov Moscow State University, PhD candidate, LL. B. 2012.
Doctor of Legal Sciences, Acting Deputy Director of ILCL, Head of the ILCL Civil Legislation and Process Department.
From 1921 to 1991.