Corporate Law

Our lawyers have represented various international and Russian clients on complex corporate transactions that involve multi-jurisdictional issues, as well as matters of Russian corporate law. Our clients value our practical advice, our understanding of western law concepts of business conduction and our efficient input on cross-border transactions.

We are fully equipped to provide practical advice related to a variety of corporate law issues to clients who value and expect efficiency, bi-lingual capacities, result-oriented advocacy and understanding of practical risks.

Our team consists of seasoned lawyers who have solid academic backgrounds, vast Russian-related experience and appetite to work with Russian and foreign clients who value not only the brand name but who can also appreciate the personalized approach and practical input our Firm provides. Our lawyers have Russian experience not only in corporate law, but also in related matters such as company formation, registration, approvals, permits, etc.

When structuring multi-jurisdictional transactions, we mainly use our network of foreign law firms specifically for the issues that require confirmation from local law perspective. This collaboration allows us to be efficient in corporate transactions by providing a legal center for clients with no legal departments to supervise such complex transactions.

We advise clients on various complex corporate law issues involving foreign element and mergers and acquisitions in various jurisdictions. Our skilled lawyers draft and prepare share purchase, shareholders and restructuring agreements for our clients in various industries.

Our Services Include:

• Mergers and Acquisitions
• Corporate reorganization and structuring
• Corporate governance and compliance
• Joint Venture and Shareholder Agreements
• Incorporation and operational support of legal entities in Russia
• Setting up of corporate structures in foreign jurisdictions
• Cross-Border Corporate Transactions

Examples of Projects:

• Represent the major Russian IT company in connection with the sale of its distribution business to another major Russian company; structure the transaction; prepare all contractual documentation; supervise lawyers in Switzerland, Cyprus, etc.;
• Advise the major shareholder of a Russian premium computer retail business with the annual turnover over USD 300 million in connection with the buy-out of minority shareholder; draft and prepare agreement for the purchaser of beneficial interest on the level of Cyprus company; extensive negotiations on non-competition issues;
• Advise a Russian investment company in connection with acquisition of corporate control over a foreign company holding Moscow prime real estate equal to EUR 45 million; draft and prepare SPA and other contractual documents; supervise closing of transaction;
• Advise Russian shareholders of a major Siberian telecommunication company\internet provider in connection with the sale of 25%+1 shares in a foreign holding company to a foreign specialized pre-IPO fund; negotiate with the buyers; prepare contractual documentation;
• Advise a Russian investment company in connection with acquisition of aggregates business in Russia equal to USD 100 million; draft and prepare corporate acquisition documents; arrange for closing of transaction;
• Advise a Russian manufacturer of metal endings and cuttings tools in negotiations with US partner for JV in Russia engaged in the business of manufacturing, marketing and distributing tools, tooling systems, parts, supplies and services for the metalworking, mining, construction; draft and prepare license, JV, etc. Agreements;
• Advising a Finish company in connection with the corporate structure for acquisition of oil refining facility in the south of Russia;
• Advising a UK company in connection with its investment into St. Petersburg cargo port, real estate and corporate law issues;
• Represent a foreign company in connection with JV with RF partner for development of prime retail project in Novosibirsk; prepare and negotiate JV agreement; communicate and coordinate with Swiss and Cyprus counsel; provide on-going advice re: development process;
• Advising a Russian seller of land assets in St. Petersburg in connection with contemplated joint venture with Finish investment fund for potential warehouse development; draft and prepare various corporate and transactional documents; represent the seller; provide advice re: land and real estate law issues;
• Advising a foreign investment company in connection with re-development project in the center to St. Petersburg; review and analyze regional legislation; prepare various types of potential structures;
• Advise a Russian investment company in connection with investment into sports complex facilities in Omsk;
• Advising a foreign investment company in connection with acquisition of port facilities in Perm for further re-development; provide on-going advice re: corporate and commercial law issues and re-development process;
• Representing a Swiss financial holding company in connection with investment in development of Moscow projects jointly with the Russian partner (total investment USD 30 million – 6 projects successfully sold and rented); conducted due diligence, advised on structuring of joint venture relationship, provided legal and tax advice upon the sale and renting of the buildings;
• Advising a major Russian development company in connection with lease agreements with foreign tenants; draft and prepare comments to LOI, preliminary agreements and lease agreements;
• Represent a JV company upon construction and contemplated renting of the prime office center in Moscow; draft and prepare standard lease agreement; discuss the standard lease agreement with agents and marketing representatives;
• Advise a major RF bank’s real estate subsidiary in connection with the sale of 50% participation in the prime real estate project (total amount of investment USD 80 million); rendered legal and tax advice upon structuring of the sale of participation and regulatory approvals; provide ongoing legal advice on major issues of the further sale of the project;
• Representing a major Russian industrial group’s real estate division upon acquisition of two prime Moscow real estate projects; conducted extensive legal and tax due diligence, preparation of due diligence report, negotiation of the sale-purchase agreement, coordination and supervision of lawyers from other jurisdictions (total contemplated amount of investment USD 100 million);
• Legal advice to a Russian development company in connection with construction of the first Moscow private medical center and business park; advice of land lease rights issues, draft and prepare general construction contract, participate in negotiations, etc.