1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?
There are no mandatory deadlines for filing.
However, a transaction meeting the thresholds has to be notified to the Federal Antimonopoly Service prior to its implementation.
1.2.2 Are there any sanctions for not filing within the deadlines?
The Federal Antimonopoly Service may impose administrative fines for a failure to comply with Russian merger control law.
For failure to notify a transaction subject to pre-closing notification, the fine is RUB 300,000 to 500,000 for legal entities and RUB 15,000 to 20,000 for officers.
The fines are lower for a failure to notify a transaction subject to post-closing-notification requirement; they are RUB 150,000 to 250,000 for legal entities and RUB 5,000 to 7,000 for officers.
Moreover, Russian merger control rules entitle the Federal Antimonopoly Service to initiate judicial proceedings to invalidate, liquidate a newly established company, or reorganize a post-merger-entity by split-off or split-up, if the required clearance is not obtained. However, in order to invalidate a transaction, the Federal Antimonopoly Service should prove beyond reasonable doubt in court that the transaction in question either led to or strengthened a dominant position in the respective market or otherwise restricted competition.
1.2.3 What are the sanctions for not filing a notifiable transaction?
Violation of the filing obligation, as well as closing the transaction without Federal Antimonopoly Service clearance (even when the documents have been submitted to the Federal Antimonopoly Service but the parties decided to close without waiting for a clearance decision), may result in imposition of an administrative fine in the amount RUB 300,000 to 500,000 levied on the acquirer. Depending on the gravity of the violation, the Federal Antimonopoly Service decides on the final amount of fine to be imposed.
In rare cases, for insignificant violations the fine might be substituted by oral warning. However, this decision is fully at the discretion of the Federal Antimonopoly Service.
Administrative liability in the form of a fine may also be imposed on the CEO of the acquirer in the amount of RUB 15,000 to 20,000.
The fines are lower for failure to notify a transaction subject to post-closing-notification. These are RUB 150,000 to 250,000 for legal entities and RUB 5,000 to 7,000 for officers.
Moreover, the Competition Law also provides for a possibility to reverse or invalidate the transaction, liquidate a newly established company, or reorganize a post-merger-entity by split-off or split-up. If the Federal Antimonopoly Service establishes that the transaction implemented without its approval has resulted, or may result, in the restriction of competition in Russia, the Federal Antimonopoly Service may file a lawsuit and a court may declare the transaction void and as a result “reverse” the transaction. However, in order to invalidate a transaction, the Federal Antimonopoly Service must prove beyond reasonable doubt in court that the transaction in question either led to or strengthened a dominant position in the respective market or otherwise restricted competition.
Another risk is the risk of spoiling relations with the regulator and huge mass media campaign against the violators.
If the transaction was subject to obligatory strategic investment clearance, Russian law provides for the following types of sanctions:
i) Transactions executed in breach of the Strategic Investments Law are null and void. In practice, though, it is difficult to declare only the Russian part of a global transaction null and void and therefore, the law contains the provision that if it is impossible to apply the consequences of invalidity of a void transaction, the court may, upon the lawsuit of the Federal Antimonopoly Service, adopt a decision to deprive a foreign investor of its right to vote at the shareholders meeting of the Russian strategic company or invalidate the decisions of the management bodies of the strategic company adopted after the establishment of control in breach of the Strategic Investments Law.
ii) An administrative fine may be imposed on the acquirer in the amount of up to RUB 1,000,000.
If the transaction was subject to obligatory foreign investment clearance, consequences are the same.