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Commercial

Business-oriented legal advice

Operating in today’s increasingly regulated markets, you need to manage your commercial risk while achieving your business objectives. With over 50 lawyers, CMS Russia’s  multi-disciplinary team is trained to understand the cultural and business variations impacting commercial arrangements delivering not just legal advice but commercial and practical future-oriented business solutions. 

Sector-specific expertise

Your success is built upon the effectiveness of your relationships with both customers and suppliers. Sector-specific contractual arrangements are key to this. Not only do you need the right legal answer, you need it in the context of the market in which you operate. 

We organise our teams around sectors and industries relevant to you, including financial services, manufacturing, automotive, consumer products, energy, hotels and leisure, infrastructure and projects, life sciences & healthcare, supply and logistics, real estate and construction, technology, telecoms, media and sports.

CMS Russia advises you on all business commercial issues: 

  • commercial contracts
  • supply services
  • e-commerce
  • IT or telecoms agreements
  • data protection
  • design and manufacturing
  • advertising
  • sponsorship and marketing
  • consumer sales 
  • software licensing
  • outsourcing of sales
  • agency, distribution and franchise agreements

Cross-disciplinary support

CMS Russia commercial lawyers also benefit from the support of colleagues expert in complementary legal areas. Tax lawyers ensure that contracts are tax-efficient and that any liability is properly allocated between the parties. Competition law specialists enable contracts to exploit rights or distribute products as effectively as possible, within the constraints of an ever-changing legal and regulatory framework.

Please get in touch with the Head of our Commercial group Leonid Zubarev

Here you can find a list of all CMS Russia Commercial lawyers.

How can we help you?

We will be glad to support you commercial law issues in Russia. Please get in touch with your current request.

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08/04/2022
Bill in­tro­duced in Rus­si­an State Duma al­low­ing sus­pen­sion and ter­min­a­tion...
On 22 March 2022, Pavel Krashe­n­in­nikov, Head of the State-build­ing and Le­gis­la­tion Com­mit­tee of the Rus­si­an State Duma, sub­mit­ted a bill*, which makes it pos­sible to ter­min­ate and sus­pend ob­lig­a­tions due to sanc­tions im­posed on Rus­sia. The bill also es­tab­lishes the pos­sib­il­ity for parties to be re­leased from li­ab­il­ity for breach of con­tract.The fol­low­ing de­scribes this le­gis­lat­ive ini­ti­at­ive in more de­tail:Ter­min­a­tion of ob­lig­a­tion­sAc­cord­ing to the bill, an ob­lig­a­tion is ter­min­ated in full or in part if its per­form­ance “ob­ject­ively be­comes defin­it­ively im­possible” “in the con­text of ‘un­friendly’ ac­tions of for­eign states and in­ter­na­tion­al or­gan­isa­tions as­so­ci­ated with the im­pos­i­tion of re­strict­ive meas­ures” against Rus­si­an in­di­vidu­als and com­pan­ies (i.e. for­eign sanc­tions).Ex­emp­tion of li­ab­il­ity for breach of ob­lig­a­tion­sThe bill provides an ex­emp­tion from li­ab­il­ity for a breach of ob­lig­a­tion for a per­son who proves that prop­er per­form­ance has “ob­ject­ively proved to be tem­por­ar­ily im­possible” in the con­text of for­eign sanc­tions. In this case, the ob­lig­a­tions se­cur­ing the de­faul­ted trans­ac­tion are also un­en­force­able un­less the parties agree oth­er­wise after the bill comes in­to force.Ter­min­a­tion of con­tractThe bill in­tro­duces the right to uni­lat­er­ally ter­min­ate a con­tract if the oth­er party to the con­tract has not per­formed, or per­formed im­prop­erly, its ob­lig­a­tion be­cause such per­form­ance is tem­por­ar­ily im­possible in the con­text of sanc­tions. The party au­thor­ised to do so must give a ter­min­a­tion no­tice to the oth­er party with­in a reas­on­able time. The col­lat­er­al se­cur­ing the ob­lig­a­tions of the parties, which shall sur­vive the uni­lat­er­al ter­min­a­tion of the con­tract or are con­nec­ted with the ter­min­a­tion, shall con­tin­ue to ex­ist, un­less oth­er­wise provided for by law or the con­tract.Se­cur­ity de­positThe bill sub­stan­tially mod­i­fies the treat­ment of se­cur­ity pay­ments.  Un­der this draft law, after 23 Feb­ru­ary 2022, the parties may enter in­to an agree­ment for a se­cur­ity pay­ment to se­cure oth­er ob­lig­a­tions. The pay­ment could con­sist of the de­pos­it of shares, bonds, oth­er se­cur­it­ies or gen­er­ic items.Re­pay­ment by Rus­si­an joint-stock com­pan­ies of loans is­sued by their for­eign con­trolling per­son­sThe bill en­titles Rus­si­an joint-stock com­pan­ies, in­stead of re­pay­ing a loan to lenders who are for­eign con­trolling per­sons of such com­pan­ies, to place ad­di­tion­al shares of a cer­tain cat­egory or type in fa­vour of such lenders. At the same time, joint-stock com­pan­ies are al­lowed to is­sue pref­er­en­tial shares whose nom­in­al value may ex­ceed 25% of the share cap­it­al.The bill does not re­quire proof of a caus­al link between the im­pos­i­tion of sanc­tions and the de­cision to place ad­di­tion­al shares in fa­vour of a lender in­stead of re­pay­ing the loan and pay­ing in­terest on it.Pro­tec­tion not for al­lAc­cord­ing to the bill, the above sup­port meas­ures do not ap­ply to per­sons who “con­trib­uted to the ‘un­friendly’ ac­tions of for­eign states and in­ter­na­tion­al or­gan­isa­tions re­lated to the im­pos­i­tion of re­strict­ive meas­ures” against Rus­si­an in­di­vidu­als and or­gan­isa­tions. The bill does not cla­ri­fy ex­actly what is meant by “con­trib­ut­ing”.Let­ter from the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion­In con­nec­tion with the bill, the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion has sus­pen­ded its re­view of ap­plic­a­tions for the is­su­ance of find­ings of force ma­jeure un­der con­tracts that were con­cluded with­in the frame­work of do­mest­ic eco­nom­ic activ­ity in con­nec­tion with sanc­tions on for­eign com­pon­ents and equip­ment (Let­ter No. PR/0181* of the Cham­ber of Com­merce and In­dustry of the Rus­si­an Fed­er­a­tion dated 22 March 2022).* In Rus­si­an
14/03/2022
The Mo­scow of­fice of CMS to con­tin­ue as an in­de­pend­ent law firm
Dear FriendsWe have been through a lot dur­ing 30 years in Rus­sia. Now a dif­fi­cult de­cision has been taken by CMS to leave the Rus­si­an mar­ket. We are grate­ful to our in­ter­na­tion­al col­leagues for their...
28/01/2022
Leg­al de­vel­op­ments that may af­fect your busi­ness in 2022
CMS Rus­sia ex­perts have pre­pared their an­nu­al se­lec­tion of the most sig­ni­fic­ant leg­al de­vel­op­ments that may af­fect your busi­ness in Rus­sia in 2022.
20/01/2022
Com­mer­cial con­tracts – prac­tic­al tips from lit­ig­a­tion law­yer
We in­vite you to our of­fice on 20 Janu­ary 2022 to join a busi­ness break­fast on com­mer­cial con­tracts lit­ig­a­tion, or­gan­ised by the Ja­pan­ese Desk at CMS Rus­sia.Join our ex­perts Georgy Daneliya and Ig­or Soko­lov...
01/11/2021
Do­ing busi­ness in Rus­sia
This is the new edi­tion of the CMS Do­ing busi­ness in Rus­sia guide. 
08/07/2021
Struc­tur­ing cross-bor­der con­tracts: Rus­si­an tax and cus­toms as­pects
We in­vite you to join a we­bin­ar on Struc­tur­ing cross-bor­der con­tracts: Rus­si­an tax and cus­toms as­pects, or­gan­ised by the Ja­pan­ese Desk at CMS Rus­sia.Join our ex­perts Georgy Daneliya, Hayk Sa­fary­an and...
06/2021
Trade and ser­vice em­ploy­ers in Mo­scow and Mo­scow Re­gion to en­sure at least...
On 16 June 2021, against the back­ground of an in­crease in COV­ID-19 cases, the Mo­scow and Mo­scow Re­gion au­thor­it­ies an­nounced man­dat­ory vac­cin­a­tions against COV­ID-19 in the ser­vice and trade sec­tors, which we have sum­mar­ised be­low.
10/06/2021
CMS Rus­sia earns a re­cord num­ber of re­cog­ni­tions by Best Law­yers 2022
Strong re­cog­ni­tion by the rank­ing 32 CMS Rus­sia ex­perts have been se­lec­ted for in­clu­sion in­to the 2022 edi­tion of the Best Law­yers rank­ing. In total, we have earned 74 re­cog­ni­tions by the rank­ing :Ant­on...
2021
Con­tracts
This chapter of Do­ing busi­ness in Rus­sia sets out the leg­al frame­work and gen­er­al prin­ciples of Rus­si­an con­tract law. It also gives prac­tic­al con­sid­er­a­tions to keep in mind when en­ter­ing in­to an agree­ment with a Rus­si­an coun­ter­party.
16/04/2021
CMS Rus­sia in The Leg­al 500 EMEA 2021
The 2021 edi­tion of The Leg­al 500 EMEA re­cog­nises CMS Rus­sia across 10 prac­tice areas and hon­ours 10 firm ex­perts CMS Rus­sia has been ranked this year in the fol­low­ing 10 cat­egor­ies:Bank­ing & Fin­ance:...
14/04/2021
E-com­merce
This chapter of Do­ing busi­ness in Rus­sia is ded­ic­ated to is­sues di­git­al busi­nesses face when op­er­at­ing in the coun­try or tar­get­ing a Rus­si­an audi­ence.
08/02/2021
The Tech­no­logy, Me­dia and Tele­com­mu­nic­a­tions Re­view 2020
About the 2020 Re­view The Tech­no­logy, Me­dia and Tele­com­mu­nic­a­tions Re­view is­sued by Law Busi­ness Re­search Ltd oc­cu­pies a unique space in the lit­er­at­ure on TMT is­sues, aim­ing to provide a prac­tic­al...