Negotiating with Latin American partners for a Russian company

What is happening

A Russian equipment manufacturer has received a request from a Peruvian distributor seeking exclusive rights for the whole country. The company needs to decide on what terms to grant exclusivity and how to exit the contract if sales do not materialise.

A Russian company buys coffee from a Colombian supplier, and the supplier proposes switching to US dollar payments through a bank in a third country. The currency and payment route need to be discussed so as to reduce the risk of a payment being delayed or returned.

An Argentine partner keeps postponing the signing of a joint project agreement and is asking for technical documentation in advance. The company needs to protect its information without losing the partner.

What the law says

• Where Russian law governs the negotiations, the parties are free to negotiate, but bad faith conduct, such as providing incomplete or false information or breaking off negotiations abruptly and without justification, gives rise to liability for losses; confidential information received in negotiations may not be disclosed or used for one's own purposes (Article 434.1 of the Civil Code).
• A representative's authority is confirmed by a power of attorney (Articles 182 and 185 of the Civil Code). For use in the partner's country, a power of attorney is usually notarised in Russia, apostilled under the 1961 Hague Convention and translated into Spanish or Portuguese.
• The parties choose the dispute resolution forum in the contract, for example the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation (ICAC), which hears disputes under Russian Federation Law No. 5338-1 of 07.07.1993 on International Commercial Arbitration. Arbitral awards are enforced abroad under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards in states that are party to it.
• If a contribution to the capital of a local company is on the table, payment by a Russian company for a stake in a foreign entity is restricted by Presidential Decree No. 126 of 18.03.2022; from 1 July 2026 it may be made without an individual Bank of Russia permit up to the equivalent of RUB 30 million in favour of a single non-resident (Bank of Russia working group decision No. PRG-43-11/1199 of 01.06.2026).
• US dollar payments pass through US correspondent banks and are subject to their rules; separate US sanctions programmes apply to Cuba, Venezuela and Nicaragua. This has to be taken into account when currency and the paying bank are discussed.

What we do

• We prepare the position (objectives, deal-breakers, room for concessions) and agree it with management in writing.
• We look into the partner and its offer; a full counterparty check in the country is a separate service within this practice.
• We conduct correspondence and video meetings with the partner in Spanish or English, with an interpreter where needed; in Portuguese through an engaged interpreter.
• Before technical or commercial information is shared, we propose a confidentiality agreement that states the governing law.
• We negotiate the terms that matter to the Russian side: currency and paying bank, currency clause, fallback payment route, governing law and dispute forum.
• After each round we send minutes in Russian and Spanish and a report on what needs your decision.
• We turn the outcome into a bilingual draft contract.
• Where something has to be done locally under local law, it is done by a local specialist, either yours or one chosen together with you; we brief them and check the result.

What we will need from you

• The objectives of the deal, priorities and acceptable concessions.
• Correspondence and documents received from the partner.
• A power of attorney if we negotiate on the company's behalf; we prepare the draft.
• A contact person for quick decisions during the negotiations.