Russian business is entering open confrontation with the regulator over companies' access to the public capital market. "Delovaya Rossiya" has sent an official appeal to the Bank of Russia demanding a review of the tightened requirements for initial public offerings introduced in early August. The key point of protest is the mandatory signature of a financial advisor in the prospectus, which, in the opinion of entrepreneurs, will become an insurmountable barrier to going public.
The essence of the conflict: joint liability as a stop valve
The new rules, which have come into force, require issuers to engage at least two independent analysts to assess the fair value of the business, obtain ratings from two credit agencies, and also ensure the signature of a financial advisor in the prospectus. It is the latter requirement that has provoked the most acute reaction. As Alexey Lazutin, head of the "Delovaya Rossiya" subcommittee on public capital markets, explained, there are practically no placement organizers on the market willing to assume joint liability for the content of the prospectus. Economically, such a burden is unprofitable — advisors will massively refuse the role of co-signatory, which will effectively block IPOs for companies planning to raise less than 1–2 billion rubles.
The business association insists: the financial advisor's signature should become voluntary, and responsibility for the accuracy of information should remain with the issuer and its officials, as provided for by current legislation. Otherwise, we risk ending up with a market accessible only to a limited circle of large corporations, which contradicts the very idea of developing the stock market as a tool for attracting capital for medium-sized businesses.
Global context: the market is looking for new heroes
It is telling that the discussion on easing requirements for small issuers is unfolding against the backdrop of an active search for new categories of companies for listing. The Moscow Exchange has already announced plans to attract video game developers — there are more than 150 such studios in the country, and the platform is ready to create a separate council for them in the "Innovation and Investment Market" sector.
Meanwhile, in the West, true giants are preparing for listings. Anthropic, valued at nearly $1 trillion, has included a separate section in its IPO prospectus on risks associated with public rejection of AI. Chinese startup DeepSeek has begun preparations to go public, planning to raise about $71 billion to build data centers and create its own chip. And Elon Musk's SpaceX has lowered the minimum threshold for retail investors from $500,000 to $2,000 — although experts see this not as concern for individual investors, but as a search for liquidity for large shareholders at the peak of valuation.
My analysis: The Central Bank's requirements, aimed at protecting investors, in their current form risk strangling the nascent IPO market in its infancy. The balance between protecting retail investors and the accessibility of the public market for medium-sized businesses is a fine tuning, and the current version of the rules is clearly skewed toward bureaucratic over-insurance. If the regulator does not compromise, we will see further contraction of the already limited supply of quality issuers on the Russian market.