Certifications of circumstances are an important tool to protect the interests of the buyer in M&A transactions, especially when full identification of risks is difficult in the due diligence process. Over the ten years of the norm enshrined in Article 431.2 of the Civil Code of the Russian Federation, extensive and ambiguous court practice has developed around this institution. Many issues remain unresolved, and the courts' approaches to assessing certain aspects of assurances differ significantly.

The lawyers of KKMP corporate practice, realizing the key role of assurances in M&A transactions, are conducting a comprehensive study of the accumulated court practice. The results are planned to be published in our Telegram channel at the end of 2025. The purpose of the research is to analyze the development of the institution in Russian law, identify the main trends and assess its effectiveness in protecting the interests of buyers.