Legal optimization of the client’s corporate structure – citizen and tax resident of Russia.
The project included:

• Assisting the client in disclosing foreign assets during the so-called “capital amnesty,” as well as in complying with the requirements of Russian legislation on CFCs;
• Coordinating the liquidation of foreign companies (termination of structures) controlled by the client, including interaction with service providers, liquidators, etc.;
• Assisting in application of tax exemption with respect to income from liquidation of CFCs (so-called “tax-free liquidation”);
• Advising on application of Russian double taxation treaties and assistance with implementation of so-called “pass-through taxation”.

As a result of the project, the corporate structure of the client’s business was considerably simplified. The client obtained a number of significant assets in personal ownership, as well as the opportunity to apply “pass-through taxation” with respect to dividends received from the client’s Russian business.

Legal optimization of the corporate structure of the clients – spouses, citizens and tax residents of Russia, who own Russian manufacturing and trading businesses through a group of nominal owners and companies (Cyprus, BVI, Belize, Montenegro).

The project included:

• Assisting clients in disclosing foreign assets during the so-called “capital amnesty” and in complying with Russian CFC legislation;
• Analyzing the tax, currency and other legal consequences of changes in the corporate structure of a business.

Setting up a private trust company (PTC) in the Bahamas to hold the assets of a wealthy Russian Forbes-listed businessman, and comprehensively structuring his business and personal assets.

The project included:

• Creation of a purpose trust and two private trust companies in the Bahamas to hold the family’s business assets and personal assets.
• Working with an English law firm to develop the private trust company (PTC) trust and corporate documents, including the drafting of trust declarations, letters of wishes, management rules, rules of appointment of trustee and beneficiaries, protectors and subsequent protectors.
• Advising on the transfer of the client’s assets (shares / participatory interests in Russian companies) to PTC management.
• Preparing an opinion on the practical advantages of a structure that ensured continuity in the transfer of control over the client’s assets to their family members and the safeguarding of assets from the standpoint of hostile takeover attempts.

Creation of the Patrimonial Foundation in Panama for the administration of inherited property. The project included:
– Representing Russian individuals who inherited shares in an operating company after the death of their father, with a value of several tens of millions of U.S. dollars.
– Protecting the interests of minor heirs (the Clients) to prevent third parties from abusing their rights and safeguarding the heir’s property. Designing a structure for owning and protecting assets from dissipation and, at the same time, ensuring a certain level of income for the heirs.
– Analysis and development of several options for structures, support and creation of private Panamanian funds (for each heir), under which holding companies (BVI) were created to own and manage the shares of an operating company received as an inheritance. The clients became beneficiaries of the funds.
– Development of fund rules governing the appointment of the fund board, fund protector, how the fund’s beneficiaries would be appointed, and rules for beneficiaries to receive regular and emergency distributions
– Ongoing support of funds and beneficiaries, solving cross-border tax issues, compliance with Russian currency and tax legislation, interaction with the bank and the fund’s board.

Creation of a Trust (Cayman Islands) and Foundation (Liechtenstein) for family and estate planning. The project included:

• Advising the client, a citizen and tax resident of Russia, who acted as the founder of a trust (Cayman Islands) and received a holding and investment company (Belize, Seychelles) for management.
• Analyzing the legal consequences for the client of the establishment of a private foundation (Liechtenstein) that received the management of shares of a BVI company (the Gibraltar company owning 100 percent of the units of two investment funds).
• Resolving complex legal and tax issues in the creation of the trust and the fund for family and estate planning. The beneficiaries of the trust were designated as the client’s children, residents of Russia and the United States; the protector and executor of the Trust were designated as other persons related to the client. The client’s grandchildren were appointed as beneficiaries of the fund; the client’s daughter, a tax resident of the Russian Federation, was appointed as the protector of the fund.
• Analysis of the risks of recognizing the trust, the fund and the companies under their management as controlled by foreign structures/companies for Russian tax purposes, and the client or other persons (beneficiaries, protector, executor) as controlling persons of such structures/ CFCs.
• Comprehensive risk assessment, drafting of amendments to the trust declaration and corporate documents of the Fund, recommendations for legitimate mitigation of identified risks.

Structuring Russian business in order to ensure succession in inheritance. The project included:

• Advising and representing a Russian citizen and tax resident who, together with his spouse, owns manufacturing and trading companies in Russia.
• Comprehensive support and development of several options of succession planning for a client who intends to gradually transfer the management of his business to his adult children, while seeking to minimize any potential losses to the business and address issues of succession planning with respect to Russian and foreign assets.
• Developing a business ownership model most efficient in terms of corporate, inheritance and tax planning, support of the holding company formation procedure, drafting corporate documents for the company/corporate agreement participants, and analysis of various inheritance planning options.
• Developing a management structure for the client’s business, which, on the one hand, would enable the client’s children to be involved in management issues and, on the other hand, would protect both the interests of the client and his spouse, as well as the integrity of the business.
• Analysis and preparation of the documents required to create a holding company (the Russian Federation was chosen as the country of incorporation after a comparative analysis of various jurisdictions was presented to the client), as well as drafting a package of corporate documents, the corporate agreement and put options, which are linked and consistent with each other.

Choice of jurisdiction to establish a private foundation or trust for the purpose of transferring a business. The project included:

• Representation of a client, a Russian citizen and tax resident, who inherited a large operating European business. The client’s goal was to create a structure that would ensure effective business management and business succession in the future.
• Analysis of jurisdictions providing optimal benefits in the client’s situation and recommendations on setting up a trust (with a place of management in Switzerland).

Structuring the ownership of investment capital derived from the division of property. The project included:

• Advising a сlient who, as a result of divorce and division of jointly acquired property, received significant monetary compensation from her former spouse.
• Supporting the execution of a property division agreement, advising the сlient on how to hold investment capital (personally, a foreign private company, trust or foundation), choosing the jurisdictions that ensure efficient ownership of assets in terms of tax burden.

• Advising a client on an agreement to build a yacht and create a structure to own, maintain and operate it; drafting and preparing corporate and other documentation; representing the buyer in the transaction; advising on the conclusion of a contract with a captain.
• Advising a client on a private helicopter sale and purchase agreement; advising on customs issues as part of the project.
• Advising a client on the acquisition of real estate in Italy, Spain, France, Latvia, Bulgaria, Switzerland and Slovakia; on purchase methods, restrictions on foreign direct investment in real estate; on tax issues; on the special rights of property owners to enter and reside in the country.
• Structuring the client’s arrangements with the business partner for the target financing. The money was intended to be used to purchase real estate and finance a development project. The obligation to repay the funds was secured by a subsequent pledge (mortgage) of the real estate acquired by the debtor.
• Registration of the sale of an expensive asset (elite real estate in the center of Moscow). The asset was encumbered by the client’s guardianship in favor of an incompetent person, since a life maintenance agreement had been concluded in relation to the property. The client needed to balance the sale of the existing property with the purchase of a new one.
• Providing legal assistance in setting up an international holding structure involving a foreign company issuing bonds on the stock market and a company acting as the manager of a major PPP project.
• Structuring the acquisition by a private client of a villa in northern Italy for the purpose of its subsequent reconstruction as a boutique hotel.
• Advising the client on investment programs for obtaining migration status allowing visa-free visits to certain foreign jurisdictions (taking into account investment programs in such countries as Italy, Spain, France, Switzerland, Austria, Israel).