3d IBA ‘Mergers and Acquisitions in Russia and CIS’ Conference

We are delighted to invite you to take part in the work of the IBAs 3rd ‘Mergers and Acquisitions in Russia and CIS’ Conference, which has already established itself as one the most prominent and significant practical events on the Russian conference market.

In 2011 the growth dynamics of Russian M&A deal activity has significantly outpaced the growth rate in 2010. Apart fr om a number of factors traditionally determining recovery of the Russian M&A market, such as commodity prices, the appeal of the Russian market is also stimulated this year by the Government’s strategy for improving the investment environment and turning the Russian capital into a world financial centre. The State’s willingness to make a personal contribution by sharing with the market some of its highly attractive assets can be also seen as a move in that direction.

The Central question is whether in the long and medium term these measures will allow to overcome the key contradiction between the Russian market having huge growth potential and the highest returns among emerging markets on the one hand, and the unreasonably small share it occupies in the world M&A market on the other hand. As for the short term outlook, the main intrigue is presidential elections and their influence on Moscow’s stance. Covering these and other issues, the IBA Conference will help to understand the direction of Russian and CIS market developments and the forces behind them.

Programme:

Day 1 
9-00 Registration, coffee/tea 

9-30  Session 1    Main trends of the Russian and CIS M&A-market development. Macroeconomic elements and internal reserves.

Moderators: Konstantin Olefir, Head of Legal & Compliance departments, Deutsche Bank Ltd. (Russia) and Vassily Rudomino, Senior Partner, Law Firm ALRUD (Russia)

Description of the session:
Rapid recovery of Russian and CIS economies and soaring oil prices led to unprecedented M&A deal activity last year. While economic indicators in Europe and the United States are deteriorating, growing CIS markets are now back in the focus of investors. National programs aimed at attracting foreign investment, government support for innovation sector without any doubt have positive impact on boosting attractiveness of these markets. Both privatization plans and numerous undervalued assets heat up the interest of market participants. However, global instability and the threat of a new crisis motivate investors to weigh carefully the risks and to construct their portfolios cautiously.
During the session, leading analysts and consultants in the M&A market will analyze the current state and trends of Russian and CIS M&A markets taking into account the influence of global economy.

The main topics for discussion:

- Key drivers of Russian and CIS M&A markets: dynamics, trends and industry-specific aspects;
- Investment attractiveness of the Russian business in the world market;
- Returning to growth in the corporate sector in Russia and the CIS;
- Key investment priorities in the long and medium term: wh ere to find the sources of growth?
- The crisis of European and American economies and their impact on prospects of M&A market in Russia and the CIS;
- Privatization process: first outcomes and plans;
- Public Offering of large Russian companies on the leading foreign stock markets. 

Speakers:  
Andrei Klepach, Deputy Minister, Russian Ministry of Economic Development and Trade (Russia)*;
Irakly Mtibelishvily, Managing Director Chairman of Banking Russia, Citigroup (Russia);
Representative of the  Investor Protection Association (Russia)*;
Edward Adashkin, Deputy Head, Federal Property Agency (Russia)*;

11-00 Coffee / Tea Break 

11-30 Session 2    Structuring M&A transactions in Russia and CIS under national and foreign Law, The reform of the Russian Civil code.

Moderators: Oleg de Lousanoff, Partner, Hengeler Mueller (Germany) 

Description of the session:
- The typical multijurisdictional structures of Russian and CIS M&A transactions, i.e. the acquisition of a Russian and/or CIS target by a foreign corporation;
- The pro and cons of these structures, e.g. in case of post acquisition disputes;
- The possible future impact of the reform of the Russian Civil Code on these structures;
- Whether or not the reasons for the predominance of English law versus the law of civil law countries like, e.g. France, Germany or the Netherlands in these structures is really justified.

Speakers:
Patrick Dziewolski, Partner, Bredin Prat (France);
Andrey Goltsblat, Managing Partner, Goltsblat BLP (Russia);
Yuri Golovanov, Head of Legal Department, Morgan Stanley (Russia); 
Kostiantyn Likarchuk, Partner, Avellum Partners (Ukraine);
Mikhail Kazanzev, Partner, Egorov Puginskiy Afanasyev and partners (Russia);
Ian Ivory, Partner, Goltsblat BLP (Russia).

13-30 Lunch

14-30 Session 3    Case studies: Successful joint venturing in Russia and the CIS

Moderators: Dr. Christian von Wistinghausen, Partner, Beiten Burkhardt (Germany)

Description of the session:
- Specific challenges of Joint Ventures in Russia and the CIS - looking back on 2010/2011;
- The increased importance of compliance;
- Transaction documentation: focus on shareholders agreements;
- Antitrust approval and restrictions for foreign participation in certain stratigic sectors;
- Overview of majority requirements/blocking stakes/shareholders rights;
- trends for Joint Venture structures in the CIS - looking into the future.

Speakers:
Valery Papakul, Managing partner, Head of Corporate Practice, Stepanovski, Papakul and Partners (Belarus);
Svetlana Gerbel, General Counsel, Siemens (Russia);
Alexander Zharskiy, Partner, Law Firm ALRUD (Russia);
Oleksandr Padalka, Partner, Asters (Ukraine);
Arman Berdalin, Partner, Sayat Zholshy & Partners (Kazakhstan)

16-00 Coffee / Tea Break

16-30 Session 4    M&A in Oil and Gas

Moderators: Victor Nesterenko, Editor-in-chief, Oil and Gas Law Magazine (Russia); Jean-André Diaz, Head of the Legal Department, Total Exploration & Production for the Americas (France)

Description of the session:
Legal aspects of foreign direct investments in Russia's Oil&Gas sector: new challenges;
M&A in Kazakhstan Oil&Gas sector: legal aspects;
M&A of Russian Oil&Gas companies abroad: legal features and development tendencies.

Speakers:
Anatoly Andriysh, Managing partner, Macleod Dixon (Russia)*;
Dominic Sanders, Partner, Linklaters (England);
Natalia Brainina, Partner, Aequitas (Kazakhstan);

18-00 Conference reception at the Ritz Carlton

Day 2

9-30 Session 5    Private equity issues

Moderators: Per Berglof, Partner, Advokatfirman Delphi (Sweden) and Evgeny Zelensky, Partner, Herbert Smith CIS LLP

Description of the session:
- The Russian and CIS private equity landscape – an overview;
- A closer look at the Russian CIS  buyout and growth market;
- Structure of private equity funds in Russia and CIS;
- The exit market - what to expect for the coming years?

Speakers: 
Oxana Balayan, Managing Partner, Hogan Lovells (Russia);
Maksym Cherkasenko, Partner, Arzinger, (Ukraine) 

11-00 Coffee / Tea Break

11-30 Session 6     Tax implications for M&A in Russia and CIS

Moderator: Sergey Pepeliaev, Managing Partner, Pepeliaev Group Company (Russia)

Description of the session:
Transactions with the assets (asset deals) in Russia, Kazakhstan, Belarus, Ukraine.
Legal and tax features of mechanisms for the transfer of assets, especially the planning and execution of transactions with the assets that are located in Russia and other CIS countries. Peculiarities of the transfer of certain types of property: rights (claims) under the contracts; stocks; intellectual property, etc. 

Speakers: 
Evgeni Porokhov, Senior Partner, Unius; Director, Institute of Finance and Tax Law (Kazakhstan)*;
Elena Sapego, Partner, Head of Tax&Labor Practice Group, Stepanovski, Papakul & Partners (Belarus);
Ilya Bolotnov, Partner, Pepeliaev Group (Russia);
Olga Nevmerzhytska, Senior Counsel, RULG - Ukrainian Legal Group (Ukraine).  

12-40 Coffee / Tea Break

13-00 Session 7     M&A dispute resolution

Moderator: Alan Kartashkin, Partner, Debevoise and Plimpton LLP (Russia)

Description of the session:
Corporate Governance and Shareholders Disputes:
- Rights of Minority Shareholders: Russian courts vs Foreign Courts;
- Role of Independent Directors;
- Arbitrability of shareholders disputes;
- Russian courts vs Foreign arbitration;
- Shareholders Agreements. 

Speakers:
Alexey Kostin, President, International Commercial Arbitration Court at the CCI RF;
Denis Morozov, Director, The European Bank for Reconstruction and Development (Russia);
Alexander Ikonnikov, Partner, Head of Board Practice, Board Solutions (Russia);
Yuliy Tay, Managing Partner, Bartolius (Russia);
Lord Peter Goldsmith, QC, European Chair of Litigation, Debevoise and Plimpton LLP (England);
Olga Miller, Corporate Governance Director, TransContainer (Russia);
Artur Trapitsyn, Self-regulated organization of arbitration managers "Mercury" (Russia).

14-30 Closing remarks

*Pending confirmation