What is happening with Wildberries now and what are the legal consequences for Belarusian sellers? Lawyer’s opinion
In June, the largest Russian marketplace Wildberries announced a strategic merger with the leading outdoor advertising operator, Russ. The new company was named LLC RVB, with an authorized capital of 20 million rubles (approximately 230 thousand dollars). Wildberries LLC possesses a controlling a stake of 65%, while the remaining share was passed to Stinn LLC, which represents the interests of Russ. The main goal of the merger was the creation of an advanced digital trading platform and the introduction of modern tools to support small and medium-sized businesses.
What are the consequences from a legal perspective? Emergence of rights and obligations
In the event of a merger of several companies, a notice of reorganization must be published on behalf of all participants. At the same time, the company’s creditors, no later than 30 days from the date of the last publication of the reorganization of the company, have the right to demand in a written form the early fulfillment of obligations by the debtor, and if it is impossible to fulfill the obligations early, demand their termination and compensation for related losses.
Regarding the question whether a company that has published a message about reorganization in the social media must additionally notify creditors in a written form, Russian practice here is quite ambiguous, so if necessary, you should not wait until you are notified in person - it is better to act immediately.
However, in general, there is no need to worry - according to Russian legislation, during a merger, all rights and obligations of the merging companies are transferred to the new legal entity. In addition, the Wildberries public offer (https://static-basket-02.wbbasket.ru/vol20/offers/prd/product/61/f8d67771-f34c-4ce4-a269-9b5170015594.pdf) was supplemented with clause 8.12, which states that the rights and obligations to sellers will be transferred to RVB LLC. This means that all Wildberries’ obligations to sellers, including the return of goods and compensation for losses, will be fulfilled by the new merged company.
In general, the reorganization of companies is a normal process that in most cases does not have a global impact on counterparties, provided that all legal and contractual obligations are met, so Belarusian sellers should not fear significant changes or negative consequences from a legal point of view.
