“Sandbagging” in M&A context occurs when a party, usually the buyer, seeks to recover for a breach of warranty, the inaccuracy of which it had knowledge before the closing of the transaction. Although sandbagging is not a new concept, it is an issue that continues to elicit intense negotiation from both buyers and sellers. And when the contract fails to address the sandbagging issue, the law governing the agreement will have a significant impact on a buyer’s right to recover for a breach of warranty claim.

Under Decision 41/2015 issued on 15 September 2015, the Prime Minister introduced a raft of new measures to facilitate the sale of State shares in public unlisted joint stock companies with (Unlisted JSC). The new measures do not apply to State shares in listed JSCs include JSCs registered for trading on Upcom market. In particular,

The Enterprise Law 2014 now seems to allow the charter of a Multiple LLC to provide for voting thresholds lower than the default thresholds (i.e. 65% for simple majority and 75% for supermajority). Under the Enterprise Law 2014, unless otherwise provided by the charter, a resolution of the Members’ Council of a multiple members limited liability company (Multiple LLC) will be approved in a meeting of the Members Council, if: