The Law (as amended) applies to all the agreements (or activities) of Russian or foreign companies, executed (performed) outside Russia, if these agreements (activities) may influence competition in Russia. This change has been introduced in accordance with the principle of extraterritoriality of the anti-monopoly legislation that applies in the European Union and the United States. It resolves the previously existing uncertainty in application of the Law.

The Law (as amended) introduces additional criteria to identify the fact of belonging to a group of persons that was previously considered in the Resolution of the Plenum of the Supreme Commercial Court No. 30 on application of the anti-monopoly legislation by commercial courts, dated 30 June 2008. In particular, companies and individuals belong to one group of persons with a Russian company if they together own more than 50% of the votes from the voting shares of that company.

The Law previously provided that a company whose market share was less than 35% could not be considered to have a dominant position (save for certain exceptions). The amendments to the Law remove this barrier and set out that the company may be recognised as having a dominant position irrespective of its share of the respective goods market.

As a result of the competition analysis performed by the Federal Anti-monopoly Service (FAS), a company's position may be considered dominant even if its market share is less than 35% (provided that it exceeds the market shares of other companies operating in the market) if the company is able to decisively affect the goods turnover conditions in the market, and subject to certain other conditions set out by the Law with respect to the activity of such a dominant company and the characteristics of the goods market where the dominance may be established.

The Law (as amended) provides that apart from the "expenses" method used to determine a monopolistically high/low price (this method is based on a comparison of the price with manufacturing and realisation expenses and profits), it is possible to use the method of "comparable markets" (this method is based on a comparison of the price with the price on a comparable market in compatible conditions).

If certain acceptability criteria set out by the Law are met, the price cannot be considered as being monopolistically high.

The amendments to the Law establish different regulations in relation to anti-competitive "horizontal" agreements (that is, agreements between competing parties) and "vertical" agreements (that is, agreements between non-competing parties, one of which is a seller and the other a buyer).

The Law (as amended) provides that the prohibitions set out by article 11(1) of the Law with respect to horizontal agreements do not apply to vertical agreements. It also introduces special prohibitions with respect to vertical agreements.

In particular, it prohibits vertical agreements that result (or may result) in establishment of a resale price and those under which the seller requests the buyer not to sell the competing goods. However, such agreements are allowed if they are either:

The amendments to the Law substantially increase the anti-monopoly thresholds with respect to transactions and activities subject to prior consent or notification of the FAS. They aim to reduce administrative barriers to activities of the companies.

Therefore, prior consent from the FAS to establish a Russian company is required if the total book value of assets of the founders and the persons whose shares and/or property are contributed to the charter capital of the newly established company (and their respective groups of persons) exceeds RUB7 billion (about US$226 million), or the aggregate sale revenue such persons exceeds RUB10 billion (about US$322 million).

The acquisition of shares (participation interests) in, assets of and rights of control over the Russian company (Target Company) is subject to obtaining prior consent from the FAS if either:

The thresholds for subsequent notification of transactions (activities) that are subject to control under the Law are also increased twofold.

The amendments to the Law introduce the requirement to notify the FAS of an acquisition of shares/participation interests in, assets of and rights of control over a finance organisation.

The notification is required if the book value of assets of the company exceeds the limit to be set by the Government (at the moment the limits are not established). It must be made within 45 days after the execution of the respective transaction.

The Law (as amended) also removes the uncertainty with respect to the need to obtain prior consent for establishing a company as a result of a division or spin-off. The Law directly provides that such establishment requires prior approval if the established company acquires more than 25% of voting shares (more than one third of participatory interests) or more than 20% of assets of another commercial organisation under the separation balance sheet.

The amendments to the Law release from the obligation to obtain prior consent for certain transactions/activities of persons that belong to one group. Only the FAS notification requirement (within 45 days of the transaction/activity) applies to such transactions/activities.

The amendments to the Law remove the uncertainty with respect to the scope of persons, who may file consent applications for transactions/activities. Depending on the transaction/activity, the applicants are:

The Law (as amended) also permits filing of only one application (notification) if the transaction is subject to obtaining the FAS consent (notification) on the basis of several criteria established by the Law. However, the practical implementation of this rule will require the adoption of subordinate legislation and a release of comments from the FAS.

The amendments to the Law also set out the requirement to disclose the final beneficiaries of the company applying for consent or notification.