Projects

Strategy of acquiring a distressed asset and structuring the transaction in order to mitigate risks.

Our client is a major mining company engaged in comprehensive field development and investment in them. The goal of the client was to acquire a stake in a company holding a license to develop a large field in the Republic of Bashkortostan.

Our client is a major mining company engaged in comprehensive field development and investment in them. The goal of the client was to acquire a stake in a company holding a license to develop a large field in the Republic of Bashkortostan.

The transaction to acquire the stake was complicated by the fact that the sole participant of the company was involved in court proceedings and corporate conflicts, including with the Deposit Insurance Agency. Also, a significant part of the property, which is necessary for the normal conduct of the company, belonged to its parent company. Therefore, there was a problem of structuring the transaction in a way to acquire both the company and the property necessary for its operation with the least risk.

The PB Legal | Panin, Bayramkulov & Partners team prepared for the client the strategy to mitigate any bankruptcy and corporate risks of the transaction. Based on vast experience in dealing with distressed assets, PB Legal | Panin, Bayramkulov & Partners lawyers developed a structure for the safest possible acquisition of a share in the company and the property necessary for its activities. The implementation of the said structure allowed the only participant of the company to repay its debts as well as resolve existing corporate conflicts. The solution proposed by PB Legal | Panin, Bayramkulov & Partners minimised significant risks associated with the project and secured the client's investment.

Developing a debt collection strategy for a state-owned company for an option to sell a stake in a Russian mining company.

Our client is a Russian state-owned company that invested capital in a mining company. The client entered into an option agreement with the company's second shareholder, under which he had the right to sell him his stake at a premium. Payment of the purchase price was guaranteed by the mining company itself.

Our client is a Russian state-owned company that invested capital in a mining company. The client entered into an option agreement with the company's second shareholder, under which he had the right to sell him his stake at a premium. Payment of the purchase price was guaranteed by the mining company itself.

Foreseeing the buyer's breach of obligations to pay for the stake, the client asked us to develop a debt collection strategy. Debt collection was complicated by the fact that the buyer was an offshore company. Along with the client there was an international bank claiming the assets of the buyer and the company, while filing claims against the company as guarantor could have provoked its bankruptcy.

We carefully studied all significant aspects of the client’s case: the option terms, the company's corporate and financial documents to model possible scenarios. Under each of the scenarios, we offered the client tools to fully satisfy its claims or minimise losses in the event of an unfavorable development of events.

Drafting the concept of the new bill for one of the major Russian banks that reforms the legislation on indemnification. Drafting the amendment bill to the article 406.1 of the Russian Civil Code and the explanatory note to it.

Our client is one of the largest Russian banks. The bank often has to structure corporate legal relations under Russian law. The significant problem of the Russian legislature is overly restrictive nature of indemnification (Article 406.1 of the Russian Civil Code).

Our client is one of the largest Russian banks. The bank often has to structure corporate legal relations under Russian law. The significant problem of the Russian legislature is overly restrictive nature of indemnification (Article 406.1 of the Russian Civil Code). Most of the stipulated limitations are unreasonable and make effective allocation of risks difficult for business.

We have prepared a full overview of the leading legal systems’ approaches to regulation of the indemnification and its’ equivalents for our client. Based on the best legislative practices we developed the concept of the amendment bill to the current legislation on indemnification as well as the bill itself and the explanatory note to it. The extensive experience in legislative work of PB Legal | Panin, Bayramkulov & Partners made it possible to draft these documents which should form the basis of the civil law reform in terms of indemnification.

Asset search of a debtor of a major Russian metallurgical company

PB Legal | Panin, Bayramkulov & Partners provides asset tracing services in foreign jurisdictions.
Our client's foreign counterparty failed to pay for delivered goods worth over $70 million. The tribunal rendered the arbitral award in favor of the client, but the debtor is in a difficult financial situation.

PB Legal | Panin, Bayramkulov & Partners provides asset tracing services in foreign jurisdictions.

Our client's foreign counterparty failed to pay for delivered goods worth over $70 million. The tribunal rendered the arbitral award in favor of the client, but the debtor is in a difficult financial situation.

PB Legal | Panin, Bayramkulov & Partners team cooperated with lawyers from the U.S. to develop a strategy to search for debtor’s assets and its controlling persons, including the American parent company. PB Legal | Panin, Bayramkulov & Partners is currently coordinating a lawsuit in the USA to disclose the information on debtor's assets by the controlling persons.