Corporate and M&A

• Company formation, registration of branches and rep offices

  Many foreign companies wish to enter the Russian market to develop their international chain and increase their sales. Besides that, quite often establishing an entity with a Russian partner proves to be economically beneficial.

  However, Russia sets a great number of various requirements towards the operation of foreign companies as well as a number of obligatory procedures that must be followed during establishing, reorganization and closing of branches and rep offices.

  We provide services related to registration of subsidiaries, rep offices, branches and joint ventures in Russia, and their further operation. There are also options of state participation in a company, which provides additional stability but strengthens the government’s control over the business. An important step in realization of this kind of projects is thorough drafting the joint ventures’ internal documentation and agreements between the partners. We practice individual approach to each specific situation and include in our drafts the most beneficial and safe provisions of the joint business.

  We register and provide ongoing support to the following forms of business entities:

  • Limited liability company (OOO)
  • Joint-stock company (AO)
  • Branch, rep office

  
  

  The most demanded supplementary services in this process are:

  • Onboarding foreign staff
  • Opening bank accounts and setting up remote account operation
  • Office lease and lease of supplementary premises
  • Setting up operational agreements (telecom, logistics, corporate car lease etc.)
  • Accounting, tax and staff management

  More detailed information is available on request. Contact us and we will send you an informational guide with all the requirements for company formation, our prices, terms of registration and answers to all your questions.

• Bank account opening
• Winding up companies, branches, rep offices

  We have vast experience in winding up companies with foreign participation. It is no secret that winding up is connected with lots of issues related to staff dismissal, utilization and sale of property, closing contracts etc. Practice shows that where a company has assets and staff, a poorly thought winding up scheme causes tenfold increase in the expenses.

  In our work we acquired huge experience that allows us to wind up companies with minimal risks for the owners and in strict conformity with the law.

  In case of open disputes with creditors or in case the company has substantial debts, bankruptcy procedures are applicable.

• Transaction and contract support

  Our lawyers are greatly experienced in preparing and executing transactions of sale/ purchase of business as well as supporting the contractual part. We took part in supporting transactions such as privatization, asset relocation, share sale/purchase in limited liability companies and joint-stock companies, negotiation of contracts including those concluded during state and commercial tenders.

  While providing comprehensive support for projects, we participate in the development of an optimal plan for their implementation, carry out legal due diligence of the transaction subject and documentation, conduct ongoing consultations and work on the implementation of transactions.

  Professional analysis and preparation of transaction documentation as well as careful identification of the risks involved allow us to successfully carry out the most complex transactions with companies and the state. In the transaction we consider tax optimization, profit withdrawal, currency control issues, financing methods, prospects for appeals and claims of third parties, currency fluctuations, and other significant risks.

• Corporate governance
  • Optimization of corporate governance structure to lower the risks
  • Restructure of corporate governance system according to legislative provisions and shareholders’ decisions
  • Implementation of a managing company as an alternative to CEO to optimize the management system, minimize the manager’s risks and lower the costs.
• Compliance and anti-corruption provisions
  • Implementation of corporate rules aimed to comply with provisions of the Russian and foreign anti-corruption laws such as FCPA, UKBA
  • Advising on the matters of anti-corruption control with respect to international legislation
  • Checking employees and counterparties for violations of anti-corruption laws in order to identify risks of losing a supplier, tax, financial risks and other possible losses
  • Conducting compliance audits for the compliance of internal corporate anti-corruption systems with international legislation
• Consultation and negotiation of shareholder agreements

  Drafting and approval of shareholder agreements for the purpose of reaching partnership agreements, determining the procedure for the disposal of rights, the conditions for the payment of dividends, avoiding risks in conflict situations, removing from management, and solving other corporate problems.

• Business restructuring

  Throughout the last twenty years our corporate practice department has been dealing with reorganization issues with the participation of Russian and foreign companies. We have carried out dozens of reorganization procedures with minimal tax burden and minimal legal risks.

  Double control over the preparation of documents for submission to the registration authorities minimizes the risk of problems, as well as the risk of registration refusal.

  A step-by-step plan and distribution of responsibilities allows us to implement each stage on time.

  Preliminary legal analysis helps minimize corporate, financial, tax and political risks.

  We pre-analyze each practicable option of company takeover, spin-off, merger, division, transformation, purchase and sale, registration or liquidation, and provide the client with our conclusions regarding the nuances, risks and prospects.

• Legal due diligence of contracts, companies, businesses and individual operations

  This service is one of the most important ones before signing a contract or making decisions that are significant for businesses.

  Due diligence is a comprehensive legal analysis of the transaction documentation, the counterparty's company, its history and assets, the reality of the transaction security, as well as the risks arising from the very structure of the transaction.

  Identification of such risks allows foreseeing legal consequences of the transaction: whether it will be challenged, what are the financial losses and benefits. It also allows improving the financial conditions of the transaction or to obtain additional guarantees.

  In the course of work additional costs are often identified that must be incurred to implement the transaction. Thus, the structure of the transaction can be revised in a more favorable format for either of the participants.

  This service is extremely useful for both parties to the transaction. However, the professionalism of its delivery often affects the success of the entire project.

  We conduct legal analysis to identify the abuse of authority, theft or fraud in the company.

• Corporate dispute resolution

  Unfortunately, corporate disputes and conflicts can arise in the process of business activity of companies of practically any organizational and legal form. Often, having started a business as friends, partners quarrel, which can lead to blocking the business and increasing losses. This is often accompanied by greenmail, when a minority shareholder (or a group of minority shareholders) demands to buy out a share from them, and not at its market value but at a much higher price. They threaten to block general meetings, contest all significant legal actions and decisions of the company in court, and disrupt transactions. In such situation, the company's management and majority participants / shareholders face a large number of problems, begin to incur significant losses, and make emotional decisions. During this period, it is important to comply with formal procedures and legal requirements, as well as try to find legal mechanisms to suppress abuse of a shareholder (or their group). Each case requires an individual approach, since even the smallest and insignificant circumstances of the relationship between the parties to the conflict can affect its outcome.

  Moreover, the earlier professional lawyers enter the dispute process, the sooner countermeasures can be taken, which will significantly reduce the risk of adverse consequences. It also has a strong psychological impact on abusers, as the involvement of serious lawyers means for them an increase in their own risks and costs in the conflict process.

  At present, the court practice on the protection of the rights of majority shareholders is being formed more clearly. The number of claims for the recovery of damages in connection with the abuse of law keeps increasing.

Kirill Shcherbakov

Corporate practice & M&A
Litigation. Arbitration
Employment law