Russia's business community has entered into open confrontation with the regulator over new rules for companies going public. At the center of the dispute is the requirement for a mandatory signature of the securities prospectus by a financial advisor, which, in effect, becomes an insurmountable barrier for issuers with small capitalization.
The appeal to the Bank of Russia contains a clear request: to exclude the clause on joint liability of the advisor for the content of the prospectus. In my assessment, this is one of the most controversial points in the recently tightened listing rules introduced in early August. The regulator then set a minimum size for initial public offerings for inclusion in quotation lists, required companies to engage at least two independent analysts to assess the fair value of the business, and after listing—to obtain ratings from at least two credit agencies.
It is especially telling that even the placement organizers themselves are not ready to assume joint liability. As Alexey Lazutin, chairman of the "Business Russia" subcommittee on public capital markets, rightly notes, economically such a position is extremely disadvantageous for underwriters. In practice, they will simply refuse the role of co-signer, making it virtually impossible for companies planning to raise less than 1–2 billion rubles to go public.
Double standard: tightening in Russia and liberalization in the West
It is telling that the Russian market is trying to expand the funnel of issuers, but at the same time is tightening the rules of the game. The Moscow Exchange, for instance, is actively courting video game developers to the stock market—there are more than 150 such studios in the country, and the exchange is ready to create a separate council for them in the "Innovation and Investment Market" sector. The vector is obvious: expanding the circle of companies capable of entering organized trading.
Against this backdrop, the contrast with Western markets is striking. In the United States, technology giants are preparing for listings, and there the issues are completely different. Anthropic, whose confidential filing was submitted back in June, with a valuation of nearly $1 trillion, includes a separate section in the prospectus on risks associated with negative public attitudes toward AI and data centers. China's DeepSeek is preparing for an IPO at a valuation of about $71 billion, planning to direct funds toward building data centers and creating its own chip. And SpaceX has actually lowered the minimum entry threshold for retail investors from $500,000 to $2,000 at a valuation of $1.77 trillion.
However, in the easing of requirements for retail investors in the case of SpaceX, I see not so much concern for the mass investor as a pragmatic calculation: at the peak of the hype, large players are looking for someone to profitably sell assets to.
My expert assessment: The requirement for a mandatory signature by a financial advisor is a classic example of regulatory overreach that hits precisely those companies they are trying to attract to the market. In its current form, it does not protect the investor, but merely creates an additional administrative barrier. If the Central Bank does not make concessions, we risk stagnation of the primary market in the mid-tier segment, which, amid an already limited supply of quality issuers, would be a serious blow to the entire public capital ecosystem.