Projects
Conducted a due diligence of a company trading carbon emission quotas
Conducted a due diligence of a company trading carbon emission quotas in terms of its potential acquisition. Analysed the procedure for obtaining a license and the issues of compliance with license agreements and environment legislation. Assessed possible risks relating to violation of legislation.
Advice to a large Russian company on the use of natural resources
Provided legal advice to a large Russian company on the use of natural resources, use of subsoil and environmental protection, including on compensation for environmental damage from oil spills, wood cutting, high level of air pollutants emission etc
Support of a large oil company with regard to rational usage of natural resources
Supported a large oil company with regard to rational usage of natural resources, use of subsoil and environmental protection (including compensation for environmental damage, wood cutting, excessive emission of air pollutants), as well as industrial safety, compliance of sanitary legislation and other matters
Legal support in the course of environmental impact assessment
Provided legal support in the course of environmental impact assessment and state environmental expert review of projects involving the construction of commercial facilities and development of mineral deposits; liaised with public environmental associations and state authorities in diff erent regions of Russia.
M&A
We acted for an investment group acquiring a Russian bank; the work included legal due diligence, transaction structuring and
documentation drafting (under Russian and English law), obtaining consents of the government authorities and closing
the transaction.
documentation drafting (under Russian and English law), obtaining consents of the government authorities and closing
the transaction.
Lending
We acted for of one of the major Japanese banks in analysing the terms and conditions of contractual documentation for a large loan to a leading Russian bank. We helped draft and negotiate contractual provisions acceptable to both parties.
Financial leasing
We advised one of Russia’s largest leasing companies on setting up of its holding structure to attract financing. Our work included establishment of Russian and Cypriot legal entities, support in the state registration of a share issuance and a share conversion through a share split.
Hedging transactions
Determination of proper qualification of hedging transactions (forward and option contracts) as «term contracts» in financial
instruments in the context of applicable regulatory provisions; evaluation of legal justification for hedging transactions and
their proper supporting documentation. Recommendations on optimization and development of supporting documentation for
hedging transactions (including the economic justification of intent, formation of the hedged interest and evaluation of the hedging purpose).
instruments in the context of applicable regulatory provisions; evaluation of legal justification for hedging transactions and
their proper supporting documentation. Recommendations on optimization and development of supporting documentation for
hedging transactions (including the economic justification of intent, formation of the hedged interest and evaluation of the hedging purpose).
Handling a number of criminal cases
Instructed by a major international retailer and manufacturer of household goods with an extensive network of stores in Russia, we handled a number of criminal cases in which company employees were held liable for thefts of company property. The company regarded the fact that former employees were held liable as being a deterrent to those still employed within the company. All of the criminal cases went to court, with the guilty parties punished by imprisonment by virtue of article 73 (conditional conviction) of the Russian Criminal Code being applied. Civil lawsuits were upheld in full.
Providing support in the context of a preliminary investigation
We devised a legal position and provided support in the context of a preliminary investigation conducted regarding executives of our client, a major food producing concern. The criminal case was brought in relation to the alleged carrying on of unlawful business activity by failing to have a licence when a licence was required. The preliminary investigation lasted for a year before a rare procedural decision was handed down: the head of the investigative body issued a resolution cancelling the investigator’s decision to bring criminal charges. This resolution actually acknowledged the fact that the criminal case was originally launched unlawfully and with no justification.
Drafting internal guidelines in order to prevent cases of commercial bribery
Advised a major manufacturer of industrial goods as to company employees’ compliance with the requirements of Russian anti-bribery legislation in the commercial sector. We also drafted internal guidelines for relationships with contracting parties in order to prevent cases of commercial bribery.
Drafеing a legal opinion regarding the criminal law risks
Drafted a legal opinion regarding the criminal law risks in relation to a creditor sending a complaint to law enforcement bodies concerning executives of the Client committing fraud by way of embezzling funds obtained under a loan agreement. After reviewing the facts of the case and the documents, we concluded that there was no risk of a criminal prosecution. Later, after a preliminary examination was conducted in respect of our client, the decision was taken not to open a criminal investigation into fraud. This was in line with our forecast.
Appealing to the state prosecutor’s office against searches
Appealing to the state prosecutor’s office against searches being conducted in the office of our client, a major logistics company. During such searches, financial and business documents of the company and computers were seized, while employees were given demands to appear to answer questions. As a result of the appeal, a response was received from the prosecutor’s office according to which it was established that police employees committed violations when they carried out the searches. The audits in relation to the company within the scope of the law “On searches and investigative activity” were terminated, the documents and computers were returned, and the employees were not interrogated.
Appealing a request to supply information
Appealing a request from a police authority addressed to a major international retailer asking the retailer to supply information and documents. After the Moscow City State Prosecutor’s Office had examined the arguments set out in our appeal, it addressed a demand to the Deputy Head of the City of Moscow Internal Affairs Division for the information request to be withdrawn because it was neither grounded nor substantiated.
Legal assistance to a leading multinational oil service company
We have provided legal assistance to a leading multinational oil service company for over five years, including legal support for the acquisition of six Greenfield and Brownfield sites, due diligence, deal structuring, construction matters, representation of the client in a public tender, corporate matters, labour and employment-related matters, tax matters, etc.
Legal support for a leading European food manufacturer since 1998
We have provided full-scale legal support for a leading European food manufacturer since 1998, including all issues related to due diligence and the acquisition of a Brownfield site in Moscow Region, reconstruction of the factory and further site development, privatisation of the land site, labour and employment matters, distribution and commercial matters, corporate matters, corporate acquisition in Bashkortostan, tax matters, etc.
Legal support for a leading European cosmetics manufacturer
We have provided full-scale legal support for a leading European cosmetics manufacturer since 2001, including the construction of a brand new factory with a service centre, corporate matters, distribution and commercial matters; labour and employment; tax and currency matters, IP & advertising.
Legal assistance to a leading German-Austrian wood-processing company
We have provided legal assistance to a leading German-Austrian wood-processing company since 2001, including the concept for the acquisition of agricultural lands with a view to building a brand new wood processing plant in Moscow Region, construction of the plant, communications and infrastructure facilities, representation of the client in negotiations on the terms and conditions of a number of construction contracts relating to the erection of a brand new wood processing plant, communications and infrastructure; we provided legal support for receipt of a EUR 90 million loan from the EBRD and a subordinated loan of EUR 70 million from the IFC; import of equipment as an in-kind contribution to the charter capital; customs and tax incentives.
Full-scale legal support for a leading worldwide food manufacturer for over 14 years
We have been providing full-scale legal support for a leading worldwide food manufacturer for over 14 years, ever since its decision to enter the Russian market, including construction, commissioning and day-to-day business support for six brand new plants in Moscow Region, Volga Region and Siberia including corporate matters, distribution and commercial matters; labour and employment; tax and currency matters; IP & advertising, etc.
Drafting franchise agreements and licence agreements
For a company in the oil and gas sector we prepared draft franchise agreements and licence agreements granting the right to use know-how, as well as the necessary documents to create a trade secret regime for the know-how: internal guidance and rules, lists of information to be protected, access record books, confidentiality provisions and clauses, etc.