How foreign companies completely or partially leave the Russian market

Mar, 01 2023

Since the introduction of sanctions, the Russian market has faced the exit of many foreign companies and brands. However, according to experts, they left in such a way that in the future they would return and resume their activities, as evidenced, for example, by the preservation of assets in Russia.

Thus, foreign companies leave the market in the following ways:

  1. Full or partial sale of a business.
  2. Transfer of business to Russian managers.
  3. Transfer of business to a trustee.
  4. Transfer of business to the authorities.

We suggest considering these methods.

Business sale
This is the easiest way to leave the market without the possibility of a return. Some companies have done the following:
⁃ full sale of a share in the company (for example, Anheuser-Busch InBev brewing company),
⁃ sale of not only a share, but also all assets in Russia (this was done by the manufacturer of disposable tableware Huhtamaki, the manufacturer of oil Valio, etc.).

Transfer to Russian managers and local authorities

Firms planning to return to Russia and continue their activities acted differently.
So, the transfer was carried out in the following ways:

  1. Selling the business to local leaders, which is favorable from the point of view of the transition – they do not need to familiarize themselves and delve into the processes in the company (for example, this was done by the consulting firm Accenture Plc, the British car dealer Inchcape).
  2. Issuance of a general license to top management.
  3. Sale of a share with the right to repurchase to Russian partners on the basis of an option agreement. This exit scheme is associated with a number of difficulties:
    ◦ the exit of the participant must be provided for by the charter;
    ◦ currency restrictions may make it difficult to pay the true value of the share;
    ◦ problematic taxation.

Transfer of business to trust management

Alternatively, there is the possibility of transferring a share in the company to trust management. One of its main advantages is the ease of concluding an agreement with a trustee and control over it. Within the framework of trust management, the foreign owner has the right to demand the submission of management reports and terminate the contract at any time.
Also, this form of business transfer does not entail tax, financial and legal consequences in case of withdrawal from the participants.
OBI GmbH, a network of building stores, took advantage of this method by appointing the founder of the consulting group “Audit Group” as the manager.

Transfer of business to the authorities

Finally, a foreign business that plans to return can use another option – the alienation of a share to the state or municipalities. In this case, the share is transferred with the right to repurchase.

This is how Renault-Nissan-Mitsubishi acted, transferring its share in AvtoVAZ with the right to buy back to the state unitary enterprise Central Research Automobile and Automotive Institute NAMI, and the Renault plant in Moscow to the Moscow government.

Author of the article
How foreign companies completely or partially leave the Russian market
Valentina Khlavich
Managing Partner
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