On July 3, 2025, KIAP, Attorneys at Law, held a business seminar titled "Warranties in M&A: How Court Trends Impact Deal Structuring" at its Moscow office.
For a long time, English law was the preferred choice for mergers and acquisitions (M&A) transactions due to its well-established and reliable mechanisms for protecting parties' interests. However, since 2015, Russian law has introduced warranties and representations as a viable alternative, gaining particular relevance after 2022. While accumulated practice has confirmed its effectiveness, recent controversial court rulings — linking compensation for breach of warranties to the buyer’s good faith and due diligence — have raised concerns about their predictability.
During the seminar, KIAP’s Corporate and M&A practice lawyers covered the following key topics:
1. Roman Suslov, Senior Associate, PhD in Law, discussed the evolution of warranties in Russian law.
2. Ekaterina Spakhova, Senior Associate, analyzed court approaches to due diligence and warranty terms in M&A deals using real-life cases.
3. Anton Samokhvalov, Partner, concluded the event with a practical discussion on warranty negotiations and disputes based on KIAP’s experience.
The insights shared will help businesses mitigate legal risks in current and future transactions, strengthen negotiation strategies, and make informed decisions amid evolving regulations.
We thank the attendees for their engaging discussions and our speakers for their insightful presentations and practical recommendations!
For follow-up questions, please contact us at info@kiaplaw.ru.
