All cases: Corporate law
Creating holding structures
- Legal support of the setting up of a parent holding company in Cyprus for a Russian trade enterprise in the field of clothing production and retail sale; representation of the seller in the sale of a share in a Cyprus company to a strategic investor, support of negotiations on share sale agreements and shareholder agreement under English law; support of the transaction on the investor’s exit and replacement of its investment in the Client’s capital by another international investment fund.
- Structuring a Russian IT company (a leader in the field of systems integration in Russia), support of transactions for the sale of minority stakes in the holding company, registered in Malta, to foreign funds under English law.
- Setting up a Russian investment group from scratch, including developing an ownership scheme using trusts (Bahamas, BVI), setting up companies in tax-advantaged areas (Cyprus, BVI, etc.), advising on all structuring issues, and liaising with foreign lawyers.
- Advice to shareholders of a Russian non-metallic holding company on setting up a tax structure.
- Together with a major American law firm, advising a client on the creation of a foreign holding company to invest in Russian telecommunications projects, including drafting contracts governed by English law to regulate the relations between the partners of a foreign company investing in an agricultural project.
- Advising a European agricultural producer in connection with the establishment of a production holding in Russia ($10 million investment).
Transaction support
- Structuring transactions to acquire rights to industrial and real estate properties for a Swiss investment company, including analysis of the most favorable tax jurisdictions and selection of favorable tax regimes ($30 million investment volume).
- Advising the majority shareholder of a Russian retail company selling premium class computers with annual turnover in excess of $300 million in connection with the buyout of the minority shareholder’s shares; drafting and negotiating a beneficial interest acquisition agreement for the beneficiary at the Cyprus company level, numerous negotiations on non-competition issues.
- Conducting due diligence for RUSNANO on investments in various projects in Russia; preparing reports and memorandums and interacting with representatives of investees.
- Advising a Russian investment company in connection with the acquisition of corporate control over a foreign company owning 45 million euros worth of premium real estate in Moscow; drafting and preparing the sales agreement and other contractual documents; supervising the closing of the transaction.
- Advising the Russian shareholders of a major Siberian telecommunications company/internet provider in connection with the sale of a 25% + 1 share stake in a foreign company owning a controlling stake to a foreign fund specializing in pre IPO activities.
- Advising a Russian investment company on the acquisition of a business in Russia equivalent to $100 million. Drafting and preparation of corporate documents for the acquisition; arranging for closing of the transaction.
- Together with Cypriot and English lawyers, drafting and negotiating Joint Venture Agreements, Share Purchase Agreements and Shareholder Agreements at the level of Cypriot and BVI holdings having assets in production assets in Russia for Russian and foreign clients.
- Advising a Russian real estate arm of a major Russian bank in connection with the sale of a 50% interest in a premium class real estate project (total investment of $80 million); providing legal and tax advice on structuring the sale transaction and obtaining official permits; advising on major issues regarding the subsequent sale of the project.
- Representing the real estate arm of a major Russian industrial group on the acquisition of two premium real estate properties; conducting extensive due diligence and tax due diligence, preparing due diligence report, negotiating the sale and purchase agreement, coordinating and supervising lawyers from other jurisdictions (total anticipated investment of $100 million).
- Advising a U.S. investment company in connection with the purchase of manufacturing and land assets in Russia.
- Representing a major Russian IT company in connection with the sale of its distribution business; coordinating work with lawyers and consultants from Malta, Switzerland and Cyprus.
- Structuring a Russian IT company (a leader in systems integration in Russia), and supporting the sale of minority stakes in the holding company to foreign funds.
- Advised a Russian bank in connection with the acquisition of 3 management companies by non-state pension funds; due diligence; arranged transactions.
- Advised a Finnish company on a corporate scheme for the acquisition of an oil refinery in southern Russia.
- Advising a British company on its investment in the St. Petersburg cargo port and real estate and corporate law matters.
- Advising a Russian investment company in connection with its investment in the equipment of a sports complex in Omsk.
- Advising on the acquisition by a federal television company of control over a regional company providing day and night television broadcasting in the Siberian Federal District.
- Supported the sale of a Schlemmer Group subsidiary in bankruptcy proceedings to the French company Delfingen S.A. We prepared the documents for the Russian part of the transaction and related corporate solutions. The transaction was successfully closed despite the encumbrance of the bankruptcy proceedings.
- Advised a Russian industrial company, part of a global German group. The bankruptcy of the German parent company necessitated disposal of the Russian subsidiary’s share. Supporting the sale of the Russian subsidiaries of a German company to a French company. The transaction involved German bankruptcy trustees.
- Advising a Russian retail company, analyzing current management decision-making models in the company; preparing a full package of corporate documents regulating the decision-making process.
- Advising a Russian retailer, analyzing current management decision-making models in the company; preparing a full package of corporate documents regulating the decision-making process.
- Advising an airport management company in connection with the purchase of real estate through corporate structuring, including drafting an option agreement, a PSC and an Escrow Agreement.
- Advising a well-known Russian bank (top 3) in legal analysis of potential investment in elevator infrastructure facilities in different regions of Russia.
- Advising a well-known Russian bank (top 3) on the transformation of a Non-Profit Partnership into a joint stock company, registration of share prospectus, listing on the Moscow Exchange, and analysis of issues related to compulsory buyout of minority shareholders.
- Advising a Russian state-owned corporation on structuring the acquisition of a telemedicine company (preparation of the Russian PSC, option agreements, loan agreement, share pledge agreement, corporate agreement and other transaction documents).
- Advising a major Russian medical company on restructuring its ownership in order to optimize the group’s structure and reduce costs.
- Advising a prominent foreign travel services group on the sale of its Russian subsidiary to a Turkish investor. Preparation of a Russian BIT, analysis of the BIT under English law, and approval of the transaction by the Federal Antimonopoly Service.
IPO
- Advising a major Russian shoe chain on structuring for an IPO.
- Preparation of legal opinions (together with foreign law firms) for a leading Russian development company for IPO purposes; extensive legal due diligence of development projects, coordinating work with international lawyers. Capitalization of the company during IPO on the London Stock Exchange in 2007/2008 amounted to USD 11 bn.
- Conducting due diligence on a St. Petersburg developer’s assets in connection with its contemplated IPO and subsequent private placement.
- Advising a major construction company on its IPO on the public financial market.
- Advising shareholders of a Siberian Internet access company on the sale of a minority stake to foreign pre-IPO funds.
- Establishing a corporate structure for Russian companies planning to attract strategic investors or an IPO.
Corporate restructuring
- Developing a corporate structure for a multi-industry group of companies (oil products, chemicals, veterinary services, animal products, pharmaceuticals) in order to formalize agreements between the co-owners of the group, protect assets, limit risks and create incentives for the top management by providing a share of the group profit.
- Corporate restructuring of the retail chain, including analysis of the existing corporate structure at the Russian level, development of proposals for its improvement, elaboration of a target corporate structure using companies established in low-tax jurisdictions, elaboration of mechanisms of efficient redistribution of financial flows in the target corporate structure
- Corporate restructuring of a transport and logistics group, including analysis of the existing corporate structure at the Russian level, working out proposals for its improvement, development of a target corporate structure using companies created in low-tax jurisdictions, and creation of a personal company for the beneficiary of the group, allowing to formalize the wishes of the beneficiary in light of hereditary and marital and family relations.
Joint Venture Establishment
- Advising a well-known Russian bank (top 3) on creation of an IT platform in the agricultural sector. The project included a joint venture with a well-known Russian agricultural company, including preparation of the Corporate Agreement, option agreements, non-competition agreement, joint venture charter and other documents related to the JV establishment.
- Advising a well-known fund with state participation on making investments in a pharmaceutical company (setting up a JV, preparation of the Corporate Agreement, option agreements and other project documents).
- Advising a Russian manufacturer of metal tips and cutting tools in negotiations with a U.S. partner regarding the establishment of a joint venture in Russia to manufacture, sell and distribute tools, supply and service metalworking, mining, and construction companies; drafting and preparing a license agreement, joint venture agreement.
- Representing a foreign company in connection with the creation of a joint venture with a Russian partner for the development of a premium class retail outlet in Novosibirsk; drafting and negotiating a joint venture agreement; coordinating the work of Swiss and Cypriot lawyers.
- Advising a Russian seller of land assets in St. Petersburg on establishing a joint venture with a Finnish investment fund to build a potential warehouse; drafting and preparing various corporate and contractual documents; representing the seller; advising on land law and real estate issues.
