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Corporate Law / Mergers and Acquisitions

The Firm has accumulated considerable experience in advising on transactions of purchase and sale of shares, participatory interests and assets of Russian and foreign companies, structuring deals and participating in negotiations, conducting due diligence of acquired assets, preparation of applications for antimonopoly authorities’ consents, drafting of sale and purchase agreements, shareholders agreements, joint venture agreements, share issues and other transactions with charter capital, and advising on corporate restructuring under Russian and foreign law.


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The corporate practice of our firm provides the following services:

  • legal advice on mergers and acquisitions
    • structuring of transactions
    • preparation of term sheets, MoUs, memoranda of intentions, exclusivity agreements and NDAs
    • drafting sale and purchase contracts for shares, participatory interests or assets, subscription agreements, disclosure letters, escrow agreements, option agreements and all other relevant agreements
    • complex due diligence of the acquired shares, participatory interests and assets, preparation of due diligence requests
    • assisting with closing procedures
  • drafting of shareholders agreements (SHAs) and joint venture agreements (JVAs)
  • advising on corporate governance and disclosure of information
  • advising corporate restructuring
  • advising on registration, reorganization and liquidation of legal entities, including those incorporated in foreign jurisdictions
  • advising on charter capital operations and capital markets transactions
  • advising on the establishment and activities of nonprofit organizations

Mergers and Acquisitions

Selected experience of the Firm in recent mergers and acquisitions deals includes representation of:

  • a leading mobile operator in a buyout of shares from a minority stake in a regional mobile company
  • management and shareholders of online furniture trade company on buyout of shares in a Cyprus holding company from an investment fund and other shareholders under English law
  •  Foreign financial group on the acquisition of a minority stake in a Russian bank
  •  Russian open joint-stock company on investment in a portfolio Finnish company
  • Russian company on acquisition of a regional chain of petrol stations
  • a group of investors in an acquisition of a wood processing plant
  • a shareholder of a wood processing company in establishment of a joint venture with a foreign investor
  • a seller in selling of a real estate holding company
  • a metallurgical plant in acquisition of a non-ferrous metallurgical plant in Eastern Europe
  • a group of private investors in the purchase of a share stock in a microfinance company using the innovation scoring system
  • an investor in the purchase of a share stock for the amount of USD 100 million in the holding company of a Russian bank specializing in consumer lending
  • shareholders in the sale of a large share of the Cypriot holding company of a Russian company, an operator of a sea cargo terminal being constructed in the Far East for a total value of USD 100 million.
  • shareholders of a Russian company operating in the field of electronic payments in the sale of shares of the holding company to a number of venture capital funds and private investors
  • an offshore company in the purchase of a significant share of stock in a holding company of a Russian oilfield services group registered in the Cayman Islands for USD 40 million
  • an offshore company in the sale of a majority stake in a Cypriot holding company to a Russian coal company
  • a BVI company in acquiring a majority stake in a coal company for approximately USD 300 million
  • a BVI company in the acquisition of a regional coal company for USD 30 million
  • a Russian company in the acquisition of a major construction group
  • a Russian open joint stock company in the sale of an iron ore deposit for USD 20 million

Shareholders Agreements / Joint Ventures

Selected experience of the Firm on shareholders agreements / joint ventures includes the following cases:

  • advising of a foreign shipbuilding company in establishment of a joint venture – shipbuilding engineering center with a Russian partner
  • advising shareholders of a Russian company in the field of Internet commerce on corporate governance issues
  • advising a shareholder of a joint venture to build and operate a seaport, specifically, on the creation and restructuring of a holding structure and the drafting of a shareholders agreement
  • advising the majority shareholder of a Cypriot holding company in the field of electronic payments in connection with the preparation of the shareholders agreement
  • advising a minority shareholder of a Cypriot holding company of a coal group on the preparation of a shareholders agreement
  • advising partners of an offshore investment company on the preparation of a shareholders agreement
  • advising a minority shareholder of a Russian company on the preparation of a shareholders agreement at the level of an offshore holding company
  • preparation of a shareholders agreement and a charter of a Russian open joint stock company in the area of recreational development
  • advising shareholders of a Russian alcohol company on the preparation of an investment memorandum for the purpose of a proposed transaction to establish a joint venture
  • advising the majority shareholder of a Russian coal company on the preparation of a shareholders agreement
  • advising a Russian machine-building company regarding the establishment of a joint venture with a German industrial concern

Corporate Restructuring

Select experience of the Firm and its lawyers includes advising on the corporate restructuring of the following entities:

  • electronic payments company
  • holding structure of a seaport
  • coal holding company
  • construction holding
  • timber business
  • agricultural business

Registration, Reorganization and Liquidation of Legal Entities

The recent experience of the Firm’s registration, reorganization and liquidation of legal entities includes advice on the following matters:

  • liquidation of a Russian representative office of a foreign IT cloud services company
  • representation of the interests of a Russian machine-building company in the registration of a joint venture focusing on the production of machine-building equipment with German company in the form of a Russian LLC with charter capital of RUB 120 million.
  • registration of a venture company formed as an LLC to develop energy efficient technologies
  • registration of a Russian representative office of a foreign mining company
  • liquidation of a regional oil company and the following distribution of its assets worth over USD 1 billion to its foreign parent company
  • liquidation of two regional companies resulting from the reorganization of an oil-producing holding

Charter Capital Operations and Capital Markets

Select experience of the Firm in transactions with share capital and equity capital markets includes:

  • advising Coty Inc. on Russian law matters relating to their IPO on the New York Stock Exchange (NYSE), where the company had managed to raise over US$ 1 bln. for the sale of its shares
  • increase of the charter capital of a Cypriot holding company by means of an additional issue of shares of a total placement value of USD 3 million
  • increase of the charter capital of a Cypriot holding company by an additional share issue worth of approximately USD 200 million
  • increase of the charter capital of a Cypriot holding company by an additional share issue worth of approximately EUR 4 million

Nonprofit Organizations

The experience of the Firm in supporting nonprofit organizations includes:

  • legal advice on establishment of a Charity fund for education support and development “New Teacher” in the framework of school education program “Teacher for Russia” sponsored by Sberbank
  • representation of the interests of Ingosstrakh OJSIC, RESO-Guarantiya OJSIC, Capital-Strahovanie JSC, Alfa Strahovanie JSC, Insurance Company ROSNO JSC, Rosgosstrakh CJSC, Insurance Joint Stock Company ‘Alliance’ CJSC, Insurance company ‘Investflot’ in connection with the registration of the nonprofit organization ‘Union of Marine Insurers’. Work on the project included the preparation of documents for the Department of the Ministry of Justice in Moscow and notification of agreements between financial institutions to the FAS of Russia
  • advising on the re-registration of the nonprofit partnership ‘The Educational and Counselling Centre Griffith College’
  • advising on the establishment of the nonprofit partnership ‘Association of Young Business Leaders’ (Young Presidents Organization of Russia)
  • advising on the establishment of the nonprofit partnership ‘Development of Cardiovascular and Thoracal Surgery of Eurasia’
  • advising on the establishment and operation of the nonprofit partnership ‘The Harvard Club of Russia’ (pro bono project)
  • advising on the establishment and operation of the nonprofit partnership ‘Oxford University Society of Russia’ (pro bono project)

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