On 1 September 2025, amendments to Federal Law No. 135-FZ of 26 July 2006 “On Protection of Competition” (the “Competition Law”) entered into force. These amendments strengthen control of the Federal Antimonopoly Service of Russia (the “FAS”) over economic concentrations by financial organisations.

The amendments introduce an additional criterion for the clearance of transactions in the financial market by the Russian antitrust authorities, namely:

When a large financial institution acquires shares or assets of another financial institution of the same type (i.e., essentially a competitor), the transaction will require clearance from the FAS, regardless of the amount of the assets of the target company. In this case, the qualifying criterion will be the value of the assets of the acquiring financial organisation itself.

The relevant thresholds for the buyer’s assets are set by a separate Resolution* of the Russian Government and currently amount to, in particular:

• RUB 25tln – for credit institutions (banks);
• RUB 300bn – for insurance companies, etc.

In other words, a large financial institution whose assets exceed the established thresholds must obtain FAS clearance for the acquisition of shares or assets of any other financial organisation operating in the same market, regardless of the target’s size.

These rules also apply where the buyer is not the financial institution itself, but another company within the same group. In such cases, the decisive factor will be the value of the financial institution’s assets within the buyer’s group.

Transactions with shares and assets being subject to FAS merger clearance

The main categories of transactions with shares and assets of financial organisations triggering FAS clearance (where financial thresholds are exceeded) remain unchanged, namely:

• acquisition of more than 25%, 50% or 75% of shares in a financial organisation in the form of a joint-stock company;
• acquisition of more than one-third, one-half or two-thirds of shares in the authorised capital of a financial organisation in the form of a limited liability company;
• acquisition of assets of a financial organisation exceeding 10% of the value of its assets according to the latest balance sheet;
• acquisition of rights in relation to a financial organisation (including via separate agreement or by way of acquisition of indirect control).

Accordingly, all financial criteria and thresholds provided in the Competition Law continue to apply to these categories of transactions.

General criteria for merger clearance of transactions involving financial organisations

In addition to the new additional criterion described above, the general rules and financial thresholds continue to apply to all transactions involving financial organisations.

This relates to transactions involving the acquisition of shares or assets of financial institutions by any other buyers (incl. where the buyer is not a financial institution).

Such transactions must be approved by the Russian antitrust authorities if the value of the target financial institution’s assets exceeds the thresholds established by the Government. Starting from 1 September 2025, these thresholds are:

• RUB 32bn – for credit institutions being acquired;
• RUB 1,5bn – for insurance organisations being acquired, etc.

Thus:

If the assets of the financial institution being acquired exceed the relevant threshold, the transaction must be approved by the FAS, regardless of who the buyer is.

If these thresholds are not exceeded in relation to the financial organisation being acquired, it is necessary to pay attention to the acquirer (and its group) and assess the applicability of the additional new criterion described above. Where the buyer is a financial institution of the same type as the target (or such an institution forms part of its group o), it is necessary to assess the assets of the acquiring financial institution, and if they exceed the thresholds established for the buyer (additional criterion), the transaction will be subject to approval by the FAS.

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We believe the introduction of this additional criterion for merger clearance on the financial market is intended to give Russian antitrust authorities greater oversight and, where necessary, the ability to control the rapid consolidation of the market through acquisitions of smaller financial organisations by large players, which until now often escaped scrutiny due to lower thresholds.

In any case, the new provisions of the Competition Law must be carefully considered when planning M&A transactions in the financial sector.

We are closely monitoring developments in antitrust legislation and the enforcement practice of the Russian antitrust authorities, and will keep you informed of significant changes and new trends in this area.

* In Russian