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Oil and gas sector and mineral resource use

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Pepeliaev Group’s antimonopoly practice has successfully represented a major oil and gas company before the FAS of Russia
Pepeliaev Group’s antimonopoly lawyers have successfully represented a major international oil and gas company before the Russian Federal Antimonopoly Service (the "FAS") as part of a major transaction to acquire a share in a project to extract natural gas. 
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The Russian Constitutional Court has confirmed that Zapolyarneft's lawyers and Pepeliaev Group have taken the correct position in terms of whether environmental charges are proportional
Participating in the development of the Shtokman gas condensate field
Pepeliaev Group’s lawyers provided full Russian law support during the development of the Shtokman gas condensate field for Shtokman Development AG. Our tasks in the project involved reviewing and drafting EPC contracts, advising on legislative amendments, as well as on land law issues and the regulation of construction. This included advice on developing infrastructure, obtaining rights to develop land plots, constructing offshore facilities, and structuring the project. Pepeliaev Group’s lawyers also advised the client on issues relating to environmental regulation.
Provided advice on the acquisition by a subsidiary of a large oil company of the rights to an offshore platform
Provided advice on the acquisition by a subsidiary of a large oil company of the rights to an offshore platform, in conditions involving the potential insolvency of the contractor.
Building positive case law on customs benefits

Pepeliaev Group’s lawyers successfully represented companies providing services in the area of mineral production. When contesting the decisions of the Sakhalin customs authorities regarding the application of customs duties for the contractor with regard to the goods imported for the Sakhalin-2 PSA, our lawyers managed build positive case law for the importer which was subsequently applied to the Sakhalin-1 PSA as well. Moreover, the practice’s lawyers challenged in a commercial (‘arbitration’) court a decision of the customs authority disallowing the application of a customs benefit with regard to equipment imported as contribution to the issued capital. Owing to the efforts of our lawyers the client managed to avoid the need to pay additionally accrued duties in the amount of RUB 20 million.

Successfully settled a dispute at the pre-trial stage: the works have been completed, and the financial claims have been withdrawn

The Practice’s lawyers represented an international company, which provides engineering services in the area of oil extraction, in a dispute with a major Russian oil company. The parties had mutual claims: in the client’s opinion its opponent had not paid in full for services supplied; therefore the counterparty accused our client of having not performed the work. The dispute gave rise to litigation proceedings the outcome of which could have been that the client lost its equipment and access to the necessary technologies. Owing to the efforts of Pepeliaev Group’s lawyers and our successful negotiations with the defendant, the conflict was settled: the works that were commissioned have been completed and financial claims have been withdrawn.

Legal assistance to an oil company with regard to the use of natural resources

Pepeliaev Group’s lawyers provided legal support to a major Russian oil company regarding the rational use of natural resources, use of mineral resources, and environmental protection. Among the issues covered were the compensation of damage caused to the environment, the devastation of forests, excessive air pollution, industrial safety, compliance with sanitary legislation, and other matters.

Participated in the development of the Shtokman gas condensate field

Pepeliaev Group’s lawyers provided full Russian law legal support during the development of the Shtokman gas condensate field for Shtokman Development AG. Our tasks in the project involved reviewing and drafting EPC contracts, advising on legislative amendments, as well as on land law issues and the regulation of construction. This included advice on the following: developing infrastructure, obtaining rights to develop land plots, constructing offshore facilities, and structuring the project. Pepeliaev Group’s lawyers also advised the client on issues relating to environmental regulation. 

Purchase of office premises

Our Real Estate Practice’s lawyers have developed and assisted with a transaction of a major Russian diamond-mining company to purchase office premises in Moscow. The total floor area of the buildings was 11,500 sq.m. while the transaction value amounted to USD 90 million.

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Advice on the legislation regarding the controlled foreign companies (CFCs) of Gazprom Export group

Pepeliaev Group's lawyers accomplished a project to assess the tax implications for Gazprom Export LLC in connection with its participation in 44 CFCs registered in 18 jurisdictions. Our experts prepared a memo containing conclusions on the CFC’s entitlement to apply an exemption from the taxation of profit in Russia; we issued recommendations on how to calculate the CFCs’ financial figures and apply exemptions; drafted sample documents and instructions required to fill in the notifications of membership in foreign companies and of CFCs; assessed whether the company was entitled to an exemption from the taxation of the CFCs’ profits; and calculated the CFCs' profits in order to pay tax in Russia. Pepeliaev Group's lawyers have already developed business process roadmaps for the companies to comply with Russian legislation on CFCs.

Prevented the risks of the client’s transaction being invalidated and the risk of assets being lost

The lawyers from Pepeliaev Group’s bankruptcy practice have prepared an opinion for the subsidiary of a major national oil and gas corporation with an assessment of the risks relating to the set off of the counter claims of the potentially bankrupt company. The legal analysis of the situation, as well as of legislation and case law, has revealed significant risks that the assets will be lost even if the debt of the insolvent contractor is settled by way of set off. Based on the recommendations prepared by our specialists the client took a business decision that ruled out financial losses. 

Buy-out of shares in a Russian limited liability company
Advised in relation to various issues connected with a buy-out of shares in a Russian limited liability company. The transaction was complicated owing to certain aspects of Russian antimonopoly law and "Russian membership" in production sharing agreements (PSAs) while the Sakhalin-2 project was implemented.
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Advising a company with foreign capital
Advised a company with foreign capital which is implementing projects in the Kara Sea in relation to issues of installing drilling rigs on the continental shelf. The scope of services included analysing the procedure for licensing the use of explosive and chemically hazardous industrial facilities, the issue of whether a construction permit should be obtained when drilling works are performed on the shelf, as well as issues relating to customs law and the drilling personnel and the crew of the drilling rig being relocated to the continental shelf.
Development of Shtokman gas condensate field
Development of Shtokman gas condensate field: provided full Russian law support for the project; reviewed and drafted EPC contracts, advised on legislative amendments; advised on various land, construction and regulatory issues including construction of all the infrastructure for the purposes of implementing the project, obtaining rights for development land plots, construction of offshore part for the project, and project structuring issues; and advised on various environmental issues applicable to the project
Legislative drafting and expert assessment
Participation in legislative drafting and expert assessment: participated in drafting of continental shelf legislation, performed legal expert assessment; participated in drafting the laws on production sharing agreements and special economic zones, performed legal expert assessment of the draft laws; participated in drafting the laws on taxation of companies involved in off-shore projects; discussed the suggested amendments with the clients and lobbied the clients’ interests when preparing legal expert opinions on the draft laws
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Advising project participants
Advising project participants, their contractors and subcontractors. Advised on all legal aspects that arise in the course of the off-shore projects development and implementation (i.e. compliance with statutory requirements and risk assessment).Provided legal support and analysed agreements between the project operator and its contractors, well as agreements between its contractors and subcontractors and other transactions, assessed the relevant risks. Advised clients on how to prevent, mitigate or rule out the risks identified. Conducted legal analysis of permits and identified whether the client had rights to develop mineral deposits and carry out related work.
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Representing clients that liaise with state controlling bodies
Supporting and representing clients that liaise with state controlling bodies: advised clients on issues that arise in the course of the audits carried out by controlling bodies;participated in drafting replies and clarifications as required by controlling bodies; drafted objections and appealed to higher or supervisory level authorities against actions / omissions of controlling bodies or documents issued by the latter, took part in the review of objections or appeals; represented clients liaising with controlling bodies; obtained licenses, documents on the allocation of land and other kinds of permits 
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Support in the drafting of documents
Providing support in the drafting of documents (including contracts) that regulate off-shore projects development and implementation, obtaining state approvals with regard to such documents:provided legal support to companies in negotiations with state authorities on the documents that regulate off-shore projects development and implementation, assisted in obtaining the state bodies’ approvals with regard to such documents;participated in drafting of the documents; performed legal review of the drafts, identified legal risks and advised on how to mitigate them or rule them out; participated in drafting amendments and supplements to the documents, performed legal review of the documents and obtained approvals from state authorities
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