Practices

Corporate and Mergers & Acquisitions

Mergers and acquisitions and joint ventures

Mergers and acquisitions and joint ventures
Development of the project structure
Legal due diligence of target companies and assets
Drafting and negotiating a termsheet, sale and purchase agreements, corporate agreements, option agreements, joint venture agreements, interim period services agreements, security documentation, convertible loan agreements and subscription agreements
Accompanying the transaction from start to closing
Development of a project financing structure, preparation and negotation of financing agreements with banks and other lenders
Drafting of corporate approvals and incorporation documents

Corporate governance

Development of a corporate governance structure and implementation of the developed structure in practice, including drafting of documents governing the establishment and activities of management bodies, committees and other structural units
Advising on directors’ and officers’ liability, directors’ and officers’ liability insurance, inlcuding drafting indemnification agreements for directors and officers
Crisis management
Corporate restructuring

Supporting of investment funds’ operations

Due diligence of investors and portfolio companies
Structuring participation in portfolio companies, drafting of a termsheet
Adaption of fund documents to specific investors and portfolio companies
Legal support of financing at various stages (convertible loans and other instruments)
Drafting of contracts
Support of a fund day-to-day operations
Other corporate matters
Redomiciliation of foreign companies to Special Administrative Regions (SARs)
Other matters

Selected experience:

Representing the European leader in the production and processing of paperboard packing in the acquisition of a 50 per cent stake in a leading Russian integrated holding in the same industry

Representing the major Russian gold mining company in the acquisition of a group of Russian mining companies (acquisition of shares and assets)

Representing the client in a transaction involving the granting of an option to acquire shares in one of the largest manufactures of medical devices in Russia

Representing the client in connection with the sale and purchase of the shares in the Russian developer of software to automate production processes in the mining and metallurgical industries

Representing the client in connection with the spin-off and sale of a part of the assets of the largest sauce producer in Russia

Representing the owner of a large data processing centre in connection with the acquisition of a 100-percent participation share in one of the largest mobile operators

Advising the largest Russian metallurgical company in connection with the internal restructuring

Finance

Development of the transaction structure
Legal due diligence of borrowers and assets
Drafting and negotiating a termsheet, loan agreement and security documents
Accompanying the transaction from start to closing
Preparing legal opinions and memoranda with respect to the transaction
Drafting of corporate approvals
Development of alternative financing schemes (cash pooling etc)

Selected experience:

Representing a major Russian investment fund in a transaction involving assignment of claims under a loan agreement and security documentation governed by English and Russian law

Advising a major Russian investment company on the assignment of claims under an English law governed loan agreement with a major Russian bank

Represented a major Chinese investment company in connection with the establishment of a fish processing factory in Russia and providing financing for the establishment of such a factory

Representing a leading Russian woodworking enterprise in a USD 202 million financing by a major Chinese bank

Advising a major investment company in connection with the provision of financing to a leading group of companies in the field of turnkey staff outsourcing solutions for refinancing of the borrower's existing debt and for general corporate purposes

Advising a leading Czech bank in connection with a financing of approximately EUR 118 million to a major Russian bank

Insurance

Advising on various insurance law issues
Preparing legal and expert opinions on Russian insurance law issues
Drafting of standard insurance documents and analysis of various insurance documentation
Advising insured on various insurance programmes and representing them in negotiations with insurers

Selected experience:

Providing expert opinions on various insurance law issues in connection with proceedings in foreign courts

Advising on a wide range of property insurance issues in connection with a major protracted litigation matter

Advising a major Russian insurer in connection with preparation of insurance rules and other standard insurance documentation

Analysing insurance rules and insurance contracts for various types of insurance for compliance with Russian law for a large bank under a financing transaction

Advising a Russian bank in connection with the preparation of an insurance agreement under a consumer lending programme with a leading Russian insurance company, representing the client in negotiations

Advising a large group of insurance companies on reorganisation of one of the group's insurance companies

Advising a major Western insurance company on obtaining insurance licences

Sanctions

Countersactions

Advising on compliance by the client with countersanctions legislation in its operations
Advising on countersanctions legislation in connection with various transactions
Obtaining approvals of the subcommittee of the Government Commission for Control over Foreign Investments in the Russian Federation and permits from the Russian President for transactions (operations)
Obtaining clarifications on the application of countersactions

Sanctions

Advising on sanctions
Analysing the structure of transactions for compliance with sanctions

Selected experience:

Advised Eurochem in connection with the suspension by a foreign general contractor of significant construction work on two Eurochem plants as a result of sanctions imposed on Russia

Obtaining governmental approvals for the sale of shares in Russian companies from a non-resident to a resident on behalf of a major mobile game developer

Obtaining governmental approvals in support of a transaction involving the sale and purchase of a hotel chain by a Russian company from a foreign owner

Obtaining a governmental approval to make a transaction involving the sale of securities worth over RUB 1 billion on behalf of the beneficiary of a major investment company

Obtaining governmental approvals on behalf of a client belonging to a group of companies engaged in the business of growing agricultural products and food delivery in connection with the sale and purchase of a distribution company involving a Swiss company and a non-resident in a friendly jurisdiction

Obtaining governmental approvals in connection with the consolidation of ownership of an asset into one company for further sale to an external buyer, both shareholder companies were under unfriendly control

Commercial

Drafting and analysis of any types of commercial contracts
Drafting of standardised contracts of any type
Support of the contract in the course of its implementation, including in connection with making claims and resolution of disputes

Selected experience:

Developing more than 100 standardised contracts for the Russian operations of a leading food manufacturer

Developing more than 30 standardised contracts for the Russian operations of a leading cosmetics manufacture

Analysing a standard distribution agreement for the Russian operations of a leading coffee producer

Advising a major international retail chain in connection with the development of a number of standardised agreements for a Russian retail chain

Advising a major retail chain on a supply agreement

Development of a standardised cash-pooling agreement for the Russian operations of a major chemical concern

Developing a standardised lease agreement for the owner of a class ‘A’ office building

Intellectual Property

Drafting, analysing and negotiating agreements on disposal of intellectual property rights
Drafting, analysing and negotiating license agreements
Drafting, analysing and negotiating contracts with software developers
Due diligence of intellectual property
Advising on intellectual property matters
Registration of interllectual property
Advising on internet law and online trade issues

Selected experience:

Advising an online entertainment service on intellectual property issues in connection with its operations in Russia and abroad, registration of its trademarks in Russia and other jurisdictions

Advising a leading Russian software developer on entering into licence agreements in a number of foreign jurisdictions for its operations there

Development and successful implementation of a strategy for judicial and administrative protection of a private client's rights to its brands and cancellation of the opponents' trademark

Advising a major IT company on intellectual property and transfer of intellectual property rights issues

Developing a standardised licence and distribution agreement and trademark registration for a major manufacturer of switching and control devices

Advising a leading online payments company on various intellectual property issues, including trademarks and copyrights in Russia and other jurisdictions

Representing the owner of a large Russian chain of fitness centres in relation to its trademark registration in connection with their provision of health and wellness consulting services in the UAE

Disputes

Out-of-court settlement

Developing a strategy for effective dispute resolution
Preparing pre-trial claims and their further support
Amicable settlement of disputes, including representation of the client during negotiations, drafting of amicable settlement agreements
Drafting of agreements aimed at amicable settlement of the dispute

Litigations in Russian courts

Developing a strategy to protect the client’s rights and interests
Gathering and analyzing evidence, including searching for additional evidence in public sources
Preparation of all procedural documents of various levels of complexity
Representing clients in Russian state courts
Communicating with clients on all matters relating to the current defense strategy and areas of work
Comprehensive review of case files using corporate sources, witness testimony, criminal and administrative case files and expert evidence
Preparation of legal opinions and briefs to clarify current project issues for the client

Litigations in foreign courts

Supporting proceedings in foreign courts, including cross-border proceedings involving different jurisdictions
Coordination of the work of local counsel representing clients in foreign courts
Gathering evidence, preparing fact sheets and providing guidance to local counsel
Preparation of legal opinions explaining issues under Russian law
Interaction with foreign lawyers, foreign law experts and industry and technical experts and specialists
Interaction with foreign banks
Forming a strategy to protect the client’s interests in proceedings in foreign courts

International commercial arbitratrion

Representing and advising clients on disputes in international commercial arbitration in Russia and abroad, including preparation of all necessary procedural documents, participation in hearings, work with experts and witnesses, including under the rules of the IAC, ICAC at the Chamber of Commerce and Industry of the Russian Federation, RAC, ICC, SCC, LCIA, VIAC, SIAC, HKIAC, UNCITRAL, GAFTA, FOSFA, DIAC and TIAC
Coordination of the work of foreign law counsel
Finding funding and optimising the budget, securing a claim filed in arbitration in state courts
Analysing dispute resolution clauses in contracts, providing recommendations for their improvement, including with regard to the choice of an arbitration institution
Developing a legal position on the case, collecting and preparing evidence, working with witnesses
Liaison with foreign counsel and experts on arbitration in specific jurisdictions

Expert and other legal opinions

Preparation of expert opinions on various Russian law issues for foreign courts and international arbitrations
Preparation of other legal opinions on various issues of Russian and foreign law for the purposes of court proceedings

Selected experience:

Representing a major Kazakh mining and metallurgical company in a dispute over recovery of a USD 400 thousand advance paid under a terminated contract

Representing the management company of one of the largest international hotel chains, a potential purchaser of the claims of a Latvian bankrupt bank that had granted a loan to a third party secured by mortgage of three hotels

Represented a major Russian entrepreneur in a dispute before the London Court of International Arbitration (LCIA) over a claim against a majority shareholder of a major Russian road transport business for recovery of damages due to breach of an option agreement

Preparation of expert opinions on Russian law issues for proceedings before the LCIA and the High Court of Justice related to recovery of damages from the former management and beneficiaries of one of the largest Russian banks

Preparation of expert opinions on Russian law issues for the litigations in the courts of Monaco and France regarding debt collection disputes between one of the largest Russian banks and its debtors

Developing and implementing a strategy to protect the interests of a shareholder of Russia's largest online retailer who filed a share buyback claim with the LCIA against the majority shareholder

Bankruptcy

Representing clients in bankruptcy cases in state commercial (arbitrazh) courts and other bankruptcy-related proceedings
Negotiations with creditors, debtor and potential buyers of distressed assets
Other procedural and necessary actions: inclusion of the client in the register of creditors’ claims, participation in creditors’ meetings, appealing against the actions of the banktruptcy administrator, etc.
Invalidation of suspicious transactions of debtors, including challenging of asset withdrawal transactions and bringing controlling persons to subsidiary liability

Selected experience:

Represented a major ceramic tile manufacturer in five bankruptcy proceedings, including fighting fictitious claims, working with receivers and bidding. We supported the conflict between the owners in Russian courts and foreign arbitrations and managed the change of unfriendly management bodies

Representing an Irish state-owned bank in bankruptcy proceedings, searching for assets, challenging wrongful disposal transactions, establishing control over bankruptcy proceedings

Representing a Russian bank as a creditor in one of the largest individual bankruptcy proceedings in Russia, preparing numerous objections and participating in litigations against the other creditors of an entrepreneur

Representing a Russian investment company in bankruptcy, searching for assets with the involvement of foreign detectives, preparing a legal position on enforcement of Russian court judgements against a beneficiary hiding assets and bank accounts in the UAE

Representing a Czech state-owned bank in bankruptcy, asset searches, including with the involvement of detectives, foreclosure of collateral, recovery of debts from guarantors, recovery of losses due to reorganisation of a borrower carried out in violation of the bank's interests

Representing a major woodworking company in bankruptcy proceedings and in litigations involving other creditors of the company

Tax

Advising on taxation issues for corporate structures and private clients
Tax structuring of finance and M&A transactions
Advising on immovable property taxation issues
Developing of strategies to optimise the tax burden under current legislation
Updating tax strategy due to changes in legislation
Advising on international taxation and tax residency
Development of tax clauses for transaction documentation
Representing clients in tax disputes

Selected experience:

Comprehensive tax support for the acquisition of assets for a major Russian retail chain

Tax support of intragroup restructuring using a closed-end mutual fund and personal fund for a large Russian industrial holding company

Tax support of the redomiciliation of the holding company of a large agro-industrial group from Cyprus to the Russian Federation

Analysing the tax risks of a large Russian pharmaceutical group in connection with the obligations of the controlling persons of CFCs within the group

Tax structuring of entry of a large Russian fitness centre chain into the UAE market

Advising a seller of shares in a major Russian manufacturer of industrial goods in connection with refund of overpaid taxes

Advising a major Russian industrial group on transfer pricing issues, including for improving operational efficiency