Makeeva Ekaterina

Makeeva
Ekaterina

Partner
Head of corporate law, M&A and sanctions practices

CV V-CARD

Description

Service

Projects

Sanctions

Comprehensive risk analysis and mitigation considering both direct statutory prohibition and existing business practice
Cooperation with banks and investment advisors
Working across international jurisdictions, cooperation with local legal advisors
Finding practical solutions

Corporate law and family business relationships

Experience in restructuring corporations with international presence
Experience in devising management systems for major holding companies, including those affected by internal conflicts of owners’ interests
Experience in evaluating corporate strategies considering legal and other risks
In-house insight and understanding clients’ expectations

M&A

Interaction with registrars and depositaries, secretarial companies in relation to non-resident companies, interaction with Federal Antimonopoly Service and the Central Bank of the Russian Federation
Vast experience in conflict negotiation and mediation
Experience in legal support of transactions under Russian, English, Cyprian and Hong Kong laws
Strong Tax and Insolvency practices allow us to comprehensively assess clients’ risks

Sanctions

Advising on sanctions imposed by the USA, EC, UK and other foreign jurisdictions
Advising on fine-tuning business processes considering Russian anti-sanction measures
Analysis of sanction risks by counterparties and servicing banks
Analysis of risks of breaching US export controls and secondary sanctions
Assistance in working out sanction compliance
Requesting clarification from regulatory authorities (e.g. US OFAC, BIS, UK HM Treasury, FCDO, DIT, EU regulators, etc.)

Corporate law and family business relationships

Due Diligence and joint venture documents drafting (term sheet approval, drafting SHA, Article of Association, etc.)
Business risks analysis, assistance in family business relationships (selecting personal property allocation forms, establishing funds in Russia and abroad, drafting prenuptial agreements considering the current business risks, etc.)
Support in negotiations
Approval of transactions with Federal Antimonopoly Service (FAS), European Commission, and other authorities
Assistance in business management including holdings (arranging management systems through helping to implement internal processes and concepts of management establishments)

M&A

Letters of intent, non-disclosure and non-compete agreements
Term sheets including ones related to a holding structure using legal entities/trusts in foreign jurisdictions
Analysis of tax risks and development of transaction structure recommendations considering tax implications
Due Diligence
Sales and purchase agreements (SPAs) or other transactions for acquisition/disposal of interests
SHAs (including options, representations and warranties, approval of loans and investments, etc.)

Sanction Due Diligence for a construction and mining company

Supporting transactions under Russian and English laws considering other applicable jurisdictions (Jersey, Cyprus, Hong Kong): shareholder agreements, security issues in loan agreements, Due Diligence, listing regulation and disclosure requirements compliance etc.

Supporting and coordinating investment and legal advisors in preparing for IPO process on major international stock exchange markets

Interaction with state authorities in order to prepare legal opinions for regulatory acts, participating in State Duma subject committees working groups

Interacting with registrars, depositaries and secretarial companies in relation to non-resident companies, interaction with Federal Antimonopoly Service and the Central Bank of the Russian Federation

Supporting operations of the client’s offshore companies, assisting in resolving corporate law issues

Supporting major M&A projects by preparing shareholder agreements, conducting Due Diligence, and supervising the actual transactions Participating in major credit projects in relation to loan security and stock exchange regulation compliance (black-out periods)

Makeeva Ekaterina

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Basic information

Ekaterina’s key competencies are international M&A transactions, business corporate restructuring, syndicated lending, expert analysis of medium and big business development strategies, legal support of international expansion, forming up corporate management systems and internal business processes, advising on corporate law and management matters as well as matters of securities markets and corporate laws and regulations.

She supports transactions under Russian and English law as well laws of other applicable jurisdictions, has an excellent command of English, and is experienced in cooperation with major stock exchanges, FAS, FFMS, MEDT, Ministry of Finance, State Duma and other government authorities of Russia,

From 2004 to 2008, Ekaterina acted as the research supervisor of an expert group on corporate laws and regulations and corporate management at the Ministry of Economic Development and Trade of Russia. She headed the drafting of the Concept for Development of Corporate Laws and Regulations of the Russian Federation for a Period up to the Year 2008 approved by the Government of Russia. Ekaterina is an expert at the Skolkovo Business School and Deputy Editor-in-Chief of Legal Insight magazine.

Specialization

corporate law

sanctions law

M&A

capital markets

legislation

ESG

Experience

25 years of practicing law including more than 14 years as an in-house lawyer;

2008 to 2014, corporate management director of LLC En+ Management;

2004 to 2008, corporate management counsellor of OJSC TNK-BP Management:

2000 to 2004, Head of Legal Department of SRO NAYFOR, member of the Management Board

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Russian Legal Acts	Measures	Comment
Key laws that establish legal grounds of restrictions
Federal Law № 281-FZ of December 30, 2006, ‘On Special Economic Measures and Coercive Actions’ as revised on 01.05.2019	Measures: Suspension/restriction of economic and technical support programmes, as well as military-technical cooperation Prohibition/restriction of financial interactions Prohibition/restriction of foreign economic operations Termination/suspension of international trade agreements and other international agreements of the Russian Federation on foreign economic relations Changes in customs duties (export and/or import) Prohibition/restriction of vessels to enter the ports of the Russian Federation; to use the airspace of the Russian Federation or its individual regions Restrictions on tourist activities Prohibition or refusal to participate in international scientific and scientific-technical programmes and projects, scientific and scientific-technical programs and projects of a foreign state. Groups: Public and local authorities Organisations and natural persons under the jurisdiction of the Russian Federation	Special economic measures should not be more restrictive than is necessary to remedy the circumstances that caused their application. Coercive measures are collective measures aimed at preventing and removing threats to peace and suppressing acts of aggression or other violations of peace and the introduction, modification, suspension or cancellation of which are provided by resolutions of the United Nations Security Council.
Federal Law № 390-FZ of December 28, 2010, ‘On Security’	The President of the Russian Federation specifies key state policy directions in security.	The law determines government powers and state security principles, public security, eco security, human security, and other types of security provided by the legislation of the Russian Federation.
Federal Law № 115-FZ of August 7, 2001, ‘On Countering the Legislation (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism’ as revised on 16.04.2022	Measures: Blocking bank accounts and suspending account transactions	Transactions over 600 000 rubles and real estate transactions over 3 000 000 rubles are subject to control
Federal Law № 272-FZ of December 28, 2012, ‘On Measures to Influence Persons Involved in Violations of Fundamental Human Rights and Freedoms, Rights and Freedoms of Citizens of the Russian Federation’ (Dima Yakovlev Law) as revised on 15.03.2022	A list of possible measures: Travel ban Asset seizure Suspension of property and investments transactions A ban on adoption of Russian orphans Groups - foreign citizens and stateless persons: involved in violations of human rights and freedoms committed crimes against Russian citizens who are abroad endowed with state powers and encouraged the discharge of liability of persons who committed crimes against citizens of the Russian Federation involved in abduction and false imprisonment of citizens of the Russian Federation returned unjustified and unfair verdicts against citizens of the Russian Federation carrying out unjustified prosecution of citizens of the Russian Federation made unjustified decisions that violated the rights and legitimate interests of citizens and organizations of the Russian Federation	The law was a retaliatory measure to the ‘Magnitsky Law’ adopted by the US and affected only US citizens. In March 2022 the law was extended to all foreign citizens and stateless persons
Federal Law № 127-FZ of June 4, 2018, ‘On Measures to Influence (Countermeasures) Unfriendly Actions of the United States of America and Other Foreign States’	Measures: Termination or suspension of international cooperation Prohibition or restriction on products and (or) raw materials import into the territory of the Russian Federation Prohibition or restriction on products and (or) raw materials export from the territory of the Russian Federation Prohibition or restriction on the performance of works, provision of services to meet government and municipal needs, as well as needs of certain types of legal entities Prohibition or restriction on participation in the privatization of government or municipal property Other measures following the decision of the President of the Russian Federation. Groups - Russian Federation and Russian legal entities applicable to relations with: organisations in unfriendly foreign jurisdictions, directly or indirectly regulated by unfriendly foreign countries or affiliated with them citizens of unfriendly foreign countries	The measures (countermeasures) are introduced by the Government of the Russian Federation by the decision of the President of the Russian Federation
Acts that impose restrictive measures directly
Presidential Decree № 79 of February 28, 2022, ‘On imposing special economic measures in connection with unfriendly actions of the United States of America and the foreign states and the international organizations which adjoined them’ See the Official Interpretation of the Central Bank of Russia № 2-OR of March 18, 2022	From March 1, 2022, Russian residents cannot be provided with foreign currency under loan agreements on behalf of non-residents (any countries). At the same time, according to the interpretation of the Central Bank, this ban does not apply to the conclusion of agreements on changing the terms (restructuring) of loans that were granted before March 1, 2022
Presidential Decree № 81 of March 1, 2022, ‘On additional temporary economic measures to ensure financial stability of the Russian Federation’	Measures: Provision of credits and loans in rubles is fulfilled with the permission of the Government Commission on Monitoring Foreign Investment in the Russian Federation Groups - residents of the Russian Federation in relations to transactions with: persons registered or having citizenship in unfriendly countries persons conducting business in unfriendly countries persons primarily gaining profits in unfriendly countries other persons "associated with unfriendly countries" persons controlled by the listed persons, regardless of their place of registration and activity The ban does not apply to foreign citizen under control of Russian citizens if such control is disclosed to the tax authorities.
Presidential Decree № 95 of March 5, 2022, ‘On temporary procedures fulfillment before certain foreign lenders’	Payments of Russian organizations on credits and loans, financial instruments to foreign creditors from countries committing unfriendly actions against Russia, from March 1, must be made in rubles to a special account opened at request of the debtor in a Russian bank or Central Depository in the name of a foreign lender (account type "C"). This procedure applies to the fulfilment of obligations in an amount exceeding 10 m rubles per calendar month, or in an amount exceeding the equivalent of this amount in foreign currency at the official exchange rate of the Central Bank of Russia fixed on the 1st day of each month. At the same time, the Central Bank and the Ministry of Finance have been given the authority to make exceptions by issuing special permits to Russian debtors.
Government Executive Order № 430-r of March 5, 2022 ‘On approving a list of foreign countries and territories that commit unfriendly actions against Russia, Russian companies and citizens’	The list of unfriendly countries includes Australia, Albania, Andorra, Great Britain, including Jersey, Anguilla, British Virgin Islands, Gibraltar, European Union member states, Iceland, Canada, Liechtenstein, Micronesia, Monaco, New Zealand, Norway, Republic of Korea, San Marino, North Macedonia, Singapore, USA, Taiwan, Ukraine, Montenegro, Switzerland, Japan. This list does not include Guernsey, Hong Kong, Israel, Cayman Islands.	Has been adopted pursuant to the Presidential Decree № 95 of March 5, 2022
Presidential Decree № 126 of March 18, 2022, ‘On temporary economic measures to ensure financial stability of the Russian Federation in the field of foreign exchange regulation’	The Central Bank of Russia is authorized to determine the amount of prepayment or advance payment in favor of non-residents, as well as the amounts of transfers from Russian bank accounts to non-residents. Until December 31, 2022, it is prohibited to make transactions without permission of the Central Bank of Russia: for payment by a resident of a share, deposit, property share (authorized or contributed capital, cooperative unit fund) of a non–resident legal entity; on an instalment by a resident to a non-resident within a simple partnership agreement with investment in the form of capital investments (a joint venture agreement). Transfers in foreign currency abroad to branches, representative offices and employees of resident legal entities are allowed.
Government Executive Order № 295 of March 6, 2022, ‘On approval of the rules for issuing permits by the Government Commission Monitoring Foreign Investment in the Russian Federation to make (perform) transactions (operations) by residents with foreign persons to implement additional temporary economic measures to ensure the financial stability of the Russian Federation and amendments to the regulations on Government Commission on Monitoring Foreign Investment in the Russian Federation’	The Decree № 81 of March 01, 2022, approves the procedure of issuing permits by the Government Commission on Monitoring Foreign Investment in the Russian Federation for performing a number of transactions, including provision of ruble credits and loans by residents, entailing ownership rights to securities and real estate, operations on foreign currency loans and the foreign currency transfers to the foreign accounts of residents
Presidential Decree № 126 of March 18, 2022, ‘On temporary economic measures to ensure financial stability of the Russian Federation in the field of foreign exchange regulation’	Until December 31, 2022, residents cannot make capital contributions / partnership investments to non-residents without the permission of the Central Bank of Russia. By March 28, the Central Bank will determine the list of contract types for which advances and prepayments from residents to non-residents will be prohibited, and the amounts of allowed advances and prepayments. Resident companies can transfer foreign currency to their foreign representative offices and branches. The ban on transactions of a resident with unfriendly persons applies both to the acquisition of securities and real estate, and to their alienation.
Decree № 250 of May 1, 2022, ‘On Additional Measures of Ensuring Information Security of the Russian Federation’	Strategic enterprises and legal entities – subjects of the critical information structure of the Russian Federation are obliged to ensure the security of their information resources. From January 1, 2025, it is prohibited to use information security tools developed in unfriendly countries.
Presidential Decree № 252 of May 3, 2022, ‘On Implementing Retaliatory Measures Due to Unfriendly Actions Certain Foreign Countries and International Organizations’	Measures: A ban on making transactions (including concluding foreign trade contracts) with persons under sanctions To fulfil obligations to persons under sanctions, under completed transactions, if the obligations are not fulfilled or fulfilled partially To perform financial transactions, the profits of which are received by persons under sanctions A ban on products and raw materials export outside Russia, the production and extraction of which are performed in the country, if they are supplied in favour of persons under sanctions, or by persons under sanctions — in favour of third parties	The Central Bank of Russia has been granted the right to give official explanations on this issue.
Presidential Decree № 254 of May 4, 2022, ‘On temporary financial obligations fulfillment before certain foreign lenders in the field of corporate relations’	Measures: Dividends are paid to citizens of unfriendly countries in rubles in accordance with the procedure established by the Presidential Decree № 95 of March 1, 2022

Russian Legal Acts

Measures

Comment

Key laws that establish legal grounds of restrictions

Federal Law № 281-FZ of December 30, 2006, ‘On Special Economic Measures and Coercive Actions’ as revised on 01.05.2019

Measures:

Suspension/restriction of economic and technical support programmes, as well as military-technical cooperation
Prohibition/restriction of financial interactions
Prohibition/restriction of foreign economic operations
Termination/suspension of international trade agreements and other international agreements of the Russian Federation on foreign economic relations
Changes in customs duties (export and/or import)
Prohibition/restriction of vessels to enter the ports of the Russian Federation; to use the airspace of the Russian Federation or its individual regions
Restrictions on tourist activities
Prohibition or refusal to participate in international scientific and scientific-technical programmes and projects, scientific and scientific-technical programs and projects of a foreign state.

Groups:

Public and local authorities
Organisations and natural persons under the jurisdiction of the Russian Federation

Special economic measures should not be more restrictive than is necessary to remedy the circumstances that caused their application.

Coercive measures are collective measures aimed at preventing and removing threats to peace and suppressing acts of aggression or other violations of peace and the introduction, modification, suspension or cancellation of which are provided by resolutions of the United Nations Security Council.

Federal Law № 390-FZ of December 28, 2010, ‘On Security’

The President of the Russian Federation specifies key state policy directions in security.

The law determines government powers and state security principles, public security, eco security, human security, and other types of security provided by the legislation of the Russian Federation.

Federal Law № 115-FZ of August 7, 2001, ‘On Countering the Legislation (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism’ as revised on 16.04.2022

Measures:
Blocking bank accounts and suspending account transactions

Transactions over 600 000 rubles and real estate transactions over 3 000 000 rubles are subject to control

Federal Law № 272-FZ of December 28, 2012, ‘On Measures to Influence Persons Involved in Violations of Fundamental Human Rights and Freedoms, Rights and Freedoms of Citizens of the Russian Federation’ (Dima Yakovlev Law) as revised on 15.03.2022

A list of possible measures:

Travel ban
Asset seizure
Suspension of property and investments transactions
A ban on adoption of Russian orphans

Groups - foreign citizens and stateless persons:

involved in violations of human rights and freedoms
committed crimes against Russian citizens who are abroad
endowed with state powers and encouraged the discharge of liability of persons who committed crimes against citizens of the Russian Federation
involved in abduction and false imprisonment of citizens of the Russian Federation
returned unjustified and unfair verdicts against citizens of the Russian Federation
carrying out unjustified prosecution of citizens of the Russian Federation
made unjustified decisions that violated the rights and legitimate interests of citizens and organizations of the Russian Federation

The law was a retaliatory measure to the ‘Magnitsky Law’ adopted by the US and affected only US citizens. In March 2022 the law was extended to all foreign citizens and stateless persons

Federal Law № 127-FZ of June 4, 2018, ‘On Measures to Influence (Countermeasures) Unfriendly Actions of the United States of America and Other Foreign States’

Measures:

Termination or suspension of international cooperation
Prohibition or restriction on products and (or) raw materials import into the territory of the Russian Federation
Prohibition or restriction on products and (or) raw materials export from the territory of the Russian Federation
Prohibition or restriction on the performance of works, provision of services to meet government and municipal needs, as well as needs of certain types of legal entities
Prohibition or restriction on participation in the privatization of government or municipal property
Other measures following the decision of the President of the Russian Federation.

Groups - Russian Federation and Russian legal entities applicable to relations with:

organisations in unfriendly foreign jurisdictions, directly or indirectly regulated by unfriendly foreign countries or affiliated with them
citizens of unfriendly foreign countries

The measures (countermeasures) are introduced by the Government of the Russian Federation by the decision of the President of the Russian Federation

Acts that impose restrictive measures directly

Presidential Decree № 79 of February 28, 2022, ‘On imposing special economic measures in connection with unfriendly actions of the United States of America and the foreign states and the international organizations which adjoined them’
See the Official Interpretation of the Central Bank of Russia № 2-OR of March 18, 2022

From March 1, 2022, Russian residents cannot be provided with foreign currency under loan agreements on behalf of non-residents (any countries). At the same time, according to the interpretation of the Central Bank, this ban does not apply to the conclusion of agreements on changing the terms (restructuring) of loans that were granted before March 1, 2022

Presidential Decree № 81 of March 1, 2022, ‘On additional temporary economic measures to ensure financial stability of the Russian Federation’

Measures:

Provision of credits and loans in rubles is fulfilled with the permission of the Government Commission on Monitoring Foreign Investment in the Russian Federation

Groups - residents of the Russian Federation in relations to transactions with:

persons registered or having citizenship in unfriendly countries
persons conducting business in unfriendly countries
persons primarily gaining profits in unfriendly countries
other persons "associated with unfriendly countries"
persons controlled by the listed persons, regardless of their place of registration and activity

The ban does not apply to foreign citizen under control of Russian citizens if such control is disclosed to the tax authorities.

Presidential Decree № 95 of March 5, 2022, ‘On temporary procedures fulfillment before certain foreign lenders’

Payments of Russian organizations on credits and loans, financial instruments to foreign creditors from countries committing unfriendly actions against Russia, from March 1, must be made in rubles to a special account opened at request of the debtor in a Russian bank or Central Depository in the name of a foreign lender (account type "C").

This procedure applies to the fulfilment of obligations in an amount exceeding 10 m rubles per calendar month, or in an amount exceeding the equivalent of this amount in foreign currency at the official exchange rate of the Central Bank of Russia fixed on the 1st day of each month. At the same time, the Central Bank and the Ministry of Finance have been given the authority to make exceptions by issuing special permits to Russian debtors.

Government Executive Order № 430-r of March 5, 2022 ‘On approving a list of foreign countries and territories that commit unfriendly actions against Russia, Russian companies and citizens’

The list of unfriendly countries includes Australia, Albania, Andorra, Great Britain, including Jersey, Anguilla, British Virgin Islands, Gibraltar, European Union member states, Iceland, Canada, Liechtenstein, Micronesia, Monaco, New Zealand, Norway, Republic of Korea, San Marino, North Macedonia, Singapore, USA, Taiwan, Ukraine, Montenegro, Switzerland, Japan.

This list does not include Guernsey, Hong Kong, Israel, Cayman Islands.

Has been adopted pursuant to the Presidential Decree № 95 of March 5, 2022

Presidential Decree № 126 of March 18, 2022, ‘On temporary economic measures to ensure financial stability of the Russian Federation in the field of foreign exchange regulation’

The Central Bank of Russia is authorized to determine the amount of prepayment or advance payment in favor of non-residents, as well as the amounts of transfers from Russian bank accounts to non-residents.

Until December 31, 2022, it is prohibited to make transactions without permission of the Central Bank of Russia:

for payment by a resident of a share, deposit, property share (authorized or contributed capital, cooperative unit fund) of a non–resident legal entity;
on an instalment by a resident to a non-resident within a simple partnership agreement with investment in the form of capital investments (a joint venture agreement).

Transfers in foreign currency abroad to branches, representative offices and employees of resident legal entities are allowed.

Government Executive Order № 295 of March 6, 2022, ‘On approval of the rules for issuing permits by the Government Commission Monitoring Foreign Investment in the Russian Federation to make (perform) transactions (operations) by residents with foreign persons to implement additional temporary economic measures to ensure the financial stability of the Russian Federation and amendments to the regulations on Government Commission on Monitoring Foreign Investment in the Russian Federation’

The Decree № 81 of March 01, 2022, approves the procedure of issuing permits by the Government Commission on Monitoring Foreign Investment in the Russian Federation for performing a number of transactions, including provision of ruble credits and loans by residents, entailing ownership rights to securities and real estate, operations on foreign currency loans and the foreign currency transfers to the foreign accounts of residents

Presidential Decree № 126 of March 18, 2022, ‘On temporary economic measures to ensure financial stability of the Russian Federation in the field of foreign exchange regulation’

Until December 31, 2022, residents cannot make capital contributions / partnership investments to non-residents without the permission of the Central Bank of Russia.

By March 28, the Central Bank will determine the list of contract types for which advances and prepayments from residents to non-residents will be prohibited, and the amounts of allowed advances and prepayments.

Resident companies can transfer foreign currency to their foreign representative offices and branches.

The ban on transactions of a resident with unfriendly persons applies both to the acquisition of securities and real estate, and to their alienation.

Decree № 250 of May 1, 2022, ‘On Additional Measures of Ensuring Information Security of the Russian Federation’

Strategic enterprises and legal entities – subjects of the critical information structure of the Russian Federation are obliged to ensure the security of their information resources.

From January 1, 2025, it is prohibited to use information security tools developed in unfriendly countries.

Presidential Decree № 252 of May 3, 2022, ‘On Implementing Retaliatory Measures Due to Unfriendly Actions Certain Foreign Countries and International Organizations’

Measures:

A ban on making transactions (including concluding foreign trade contracts) with persons under sanctions
To fulfil obligations to persons under sanctions, under completed transactions, if the obligations are not fulfilled or fulfilled partially
To perform financial transactions, the profits of which are received by persons under sanctions
A ban on products and raw materials export outside Russia, the production and extraction of which are performed in the country, if they are supplied in favour of persons under sanctions, or by persons under sanctions — in favour of third parties

The Central Bank of Russia has been granted the right to give official explanations on this issue.

Presidential Decree № 254 of May 4, 2022, ‘On temporary financial obligations fulfillment before certain foreign lenders in the field of corporate relations’

Measures:

Dividends are paid to citizens of unfriendly countries in rubles in accordance with the procedure established by the Presidential Decree № 95 of March 1, 2022