Reorganization as a way to protect private and public interests during the introduction of restrictive measures in regard to Russian legal entities

Abstract

“Reorganization” in accordance with the current Russian legislation is understood as such a significant change in a legal entity that falls under the five named in Art. 57 of the Civil Code of the Russian Federation forms (merger, accession, division, spin-off of a legal entity, transformation). The goals of reorganization in the normal (ordinary) conditions of the activity of a legal entity may be different (expanding the territory or areas of activity, optimizing the management structure, etc.). In the current conditions - the introduction of large-scale restrictive measures (sanctions) by foreign states and international organizations against Russian legal entities - the state also turned to the use of reorganization to form certain measures of influence (counteraction) on such restrictive measures, based on the fact that their introduction puts Russian legal entities in a disadvantageous position compared to competitors from unfriendly states, since it deprives them of the opportunity to access their property located (recorded) in foreign states. This problem was especially acute for Russian credit institutions, whose assets were “frozen” as a result of the introduction of restrictive measures. To overcome the negative consequences of this, a special decision was made - the possibility of reorganizing a credit institution in the form of a spin-off of a Russian legal entity from it, to which the assets of the credit institution, to which access is restricted, can be transferred (Federal Law No. 292-FZ of July 14, 2022 “On amendments to certain legislative acts of the Russian Federation, invalidation of paragraph six of part one of Article 7 of the Law of the Russian Federation “On State Secrets”, suspension of the operation of certain provisions of legislative acts of the Russian Federation and on the establishment of specific features of the regulation of corporate relations in 2022 and 2023”). The content of this Law, its differences from the norms that regulate reorganization in ordinary conditions, became the subject of analysis for the author of this article. The author shows which legal decisions are insufficiently developed from a legal and technical point of view, and which decisions can (and should) “move” over time from the category of extraordinary to ordinary