26 Dec 2016
Senior partner at the law firm Aleinikov & Partners Denis Aleinikov is convinced, that the current situation indicates a need for harmonization of national liability and corporate law to the standards traditionally used by international investors.
The investor prefers the country in which domestic legislation is understandable to its investors and protects their interests. If the laws of the country are not understandable, such uncertainty will confuse an investor and he will say, “Let’s set in Cyprus or in Delaware”, Denis Aleinikov argued.
Such foreign instruments as option programmes for employees and investments in innovational projects using convertible note are highly demanded by forward-thinking domestic entrepreneurs. “Nevertheless, acting litigation does not permit to structure such instruments under the national law’, Denis Aleinikov complained. ‘Lawyers have to invent quasi-instruments and it is unclear what impact it will have on the court practice. The entrepreneurs are concerned at the lack of clarity. Whoever has money prefers be structured in jurisdiction with clear legislation and court practice”.
Russia felt the legal systems competition earlier than Belarus, especially when money stopped going to the country. According to the monitoring of the Internet Initiatives Development Fund, in 2014 the share of “Russian” M&A transactions structured in foreign jurisdictions was 70% of the total amount of all investments. The most frequently used applicable foreign law was the English law and the most popular jurisdiction was Cyprus, the USA is second (Californian and Delawarean law).
“Although there are no statistics yet, our Russian colleagues participating in M&A transactions note, that there have been more transactions in structuring of investments under the Russian law since the English law institutes were introduced in the Russian legislation,” Denis Aleinikov said.
Read more: https://news.tut.by/economics/524100.html