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Governance, Risk & Compliance - GRC International

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Companies across all sectors and of all sizes are facing increasing pressure from investors, customers and regulators to comply with environmental, social and governance (ESG) criteria. This means, doing business ethically, sustainably and in an environmentally-friendly way. Risks that arise from non-compliance can lead to significant legal, reputational and financial consequences.

Whatever your risks, you need to deal with them in ways that build your resilience and protect your reputation. At CMS, our global sustainability team can support you whenever and wherever you need us.

Our lawyers act as strategic advisers to our clients on the broadest possible spectrum of commercial and legal risk in large and profitable contentious, regulatory and transactional matters.

We have in-depth knowledge of the real-world implications of ESG and the practical issues which are faced by businesses arising out of the sustainability development agenda, supply chain issues, business ethics, social justice concerns, employment practices and board diversity and accountability.

Our teams span a number of key practice areas, including financial crime, employment, financial services enforcement, competition, data protection, health and safety, environment, sanctions and professional and clinical risks.

Please contact any of our ESG lawyers to explore solutions to your needs.


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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
10/01/2022
CMS Next
What’s next? In a world of ever-ac­cel­er­at­ing change, stay­ing ahead of the curve and know­ing what’s next for your busi­ness or sec­tor is es­sen­tial.At CMS, we see ourselves not only as your leg­al ad­visers but also as your busi­ness part­ners. We work to­geth­er with you to not only re­solve cur­rent is­sues but to an­ti­cip­ate fu­ture chal­lenges and in­nov­ate to meet them.With our latest pub­lic­a­tion, CMS Next, our ex­perts will reg­u­larly of­fer you in­sights in­to and fresh per­spect­ives on a range of is­sues that busi­nesses have to deal with – from ESG agen­das to re­struc­tur­ing after the pan­dem­ic or fa­cing the di­git­al trans­form­a­tion. We will also share with you more about the work that we are do­ing for our cli­ents, help­ing them in­nov­ate, grow and mit­ig­ate risk.To be able to provide you with the best sup­port, we im­merse ourselves in your world to un­der­stand your leg­al needs and chal­lenges. However, it is equally im­port­ant that you know who we are and how we can work with you. So, we in­vite you to meet our ex­perts and catch a glimpse of what is hap­pen­ing in­side CMS.En­joy read­ing this pub­lic­a­tion, which we will up­date reg­u­larly with new con­tent.CMS Ex­ec­ut­ive Team
03/11/2021
CMS Rus­sia at the con­fer­ence ded­ic­ated to ESG in Rus­sia and France
On Oc­to­ber 26, 2021 the Franco-Rus­si­an Cham­ber of Com­merce and In­dustry (CCI France Russie), Nor­nick­el and the Na­tion­al Coun­cil on Cor­por­ate Gov­ernance with the sup­port of the French Em­bassy in Rus­sia held an ESG con­fer­ence. French and Rus­si­an reg­u­lat­ors, fin­an­cial in­sti­tu­tions and in­dus­tri­al cor­por­a­tions dis­cussed the pro­spects and chal­lenges of the new ESG real­ity. The event brought to­geth­er ex­perts from high-pro­file com­pan­ies and or­gan­isa­tions in­clud­ing France Dip­lo­matie, the Bank of Rus­sia, VEB.RF, Mo­scow Ex­change, Ros­bank, Gazprom­bank, Boiron, Schneider Elec­tric, La­farge­Holcim, Saint-Gobain, etc.Olga Odint­sova, Coun­sel and Head of New Busi­nesses and Product De­vel­op­ment at CMS Rus­sia, mod­er­ated a ses­sion on en­vir­on­ment­al re­spons­ib­il­ity and busi­ness ef­fi­ciency and a ses­sion on ESG rank­ings in Rus­sia and France.The En­vir­on­ment­al, So­cial & Cor­por­ate Gov­ernance agenda has firmly rooted in the glob­al eco­nomy to elim­in­ate in­equal­ity and en­sure ef­fi­cient use of nat­ur­al re­sources. Green com­pan­ies that com­ply with ESG cri­ter­ia get easi­er ac­cess to in­ter­na­tion­al in­vest­ments, while busi­nesses not com­mit­ted to ESG prin­ciples are find­ing it in­creas­ingly dif­fi­cult to get ac­cess to such in­vest­ments. Read the full event re­port on the web­site of the Franco-Rus­si­an Cham­ber of Com­merce and In­dustry. 
01/11/2021
Do­ing busi­ness in Rus­sia
This is the new edi­tion of the CMS Do­ing busi­ness in Rus­sia guide.