Legal aspects of natural resource projects in the CIS

Foreign companies interested in natural resources ventures in republics of the Commonwealth of Independent States must contend with a legal, regulatory and tax environment that is particularly fluid. The approval process for joint ventures, production sharing and export agreements (particularly for natural resources) is complex. Legislation in most CIS countries falls short of adequately addressing investors' concerns or lacks clear guidance on many key issues, such as conditions under which a state enterprise can enter into new business arrangements under current privatization laws. Among other conditions that act as a constraint to investment projects are lack of a sufficiently convertible currency in each CIS country and complex regimes of currency regulation; the absence of financing techniques that are common in market economies (ie secured lending); the need to scrutinize the validity and enforceability of any locally available guarantees and a reluctance by financial institutions to participate in projects in CIS countries (often because they have considerable difficulty assessing the viability of projects). These problems demand an extraordinary commitment in terms of effort and perseverance from potential investors, as compared to projects in other areas of the world. This paper cites the key negotiating issues and transactions that need to be structured with care by a prudent investor.