Проблемы частноправовой ответственности за недостоверность заверения об обстоятельствах в сделках M&A энергетических компаний в российском и английском праве

Abstract

This article discusses the peculiarities of the institution of representations as a means of protecting a bona fide party in M&A (mergers and acquisitions) transactions of energy companies under Russian and English civil law. Special attention is also paid to the issue of terminological consistency and the nature of M&A transactions. The relevance of the topic is due to the rising number of M&A transactions in the energy sector, the tendency to the increasing importance of state participation in managing such companies, and the resulting need to provide legal protection for a bona fide party to the transaction. The purpose of this study is to determine the extent of legal doctrine development in this area and the feasibility of using existing rules of both Russian and English law in energy company mergers and acquisitions. After analyzing various statutory acts and both foreign and domestic scientific literature, it can be concluded that the mentioned institution is novel to the legal system of the Russian Federation. It is necessary to improve the legal doctrine, use the principle of freedom of contract, and establish liability in specific contractual obligations. Additionally, the author suggests elaborating on the consequences of recognizing a reorganization (M&A transaction) as failed (invalid) due to false representations by one of the parties involved at the statutory level.