Corporate Deals
We provide assistance in the structuring and execution of complex transactions.
• Acquisitions and disposals of businesses and assets in Russia and abroad
• Mergers and Acquisitions (M&A)Private Equity / Direct Investments
• Legal Due Diligence (DD)
• Joint Ventures (JVs)
• Corporate restructuring and corporate governance
• Partnerships
We develop the transaction structure, the financing scheme, and the client’s participation structure in the project. We facilitate negotiations with co-venture partners or strategic investors, taking into account the requirements of corporate legislation, antitrust and other regulatory aspects of the transaction, and matters of anti-corruption, sanctions, and other compliance. We conduct comprehensive legal due diligence on the acquired or divested asset.
We also assist in the negotiation and finalization of ancillary financing agreements and key commercial contracts essential for the business, including supply agreements, lease agreements, sale and purchase agreements for land and other real estate, construction contracts, agency and distributorship agreements, license agreements, and other intellectual property transfer agreements.
We manage projects not only in Russia but also internationally. We possess extensive experience in handling transactions in the English language (including through work at international law firms) and are well-versed in the standards governing international transactions. We know local counsel in jurisdictions where Russian companies frequently conduct business, and we can recommend a reliable consultant, collaborate with them as a unified team, and oversee their work.
Sale and Purchase of Business
We assist in the structuring of transactions for the sale and purchase of assets and legal entities, as well as in pre-sale restructuring and the subsequent integration of assets. We handle the preparation and negotiation of the full range of transactional documents and instruments (under both Russian and English law):
Key Transactional Documents:
• Preliminary documentation (LOI, Term Sheet, preliminary agreements, etc.)
• Sale and purchase agreements, shareholders' and participants' agreements, various options, indemnities (obligations to compensate for losses), warranties and representations agreements, and disclosure letters
• Financing documents: Loans, assignments/transfers of debt, novations, and credit lines
• Security documents: Personal guarantees, unilateral undertakings, independent guarantees, pledges, suretyships (guarantees), escrow accounts, letters of credit, etc.
Structuring and International Focus:
• Structuring of asset ownership, M&A transactions, and attracting financing using foreign jurisdictions
• Support for business and asset beneficiaries in the relocation of business and assets to foreign jurisdictions
• Significant experience interacting on the client's behalf and in their interests with local counsel in foreign jurisdictions, establishing relationships, and controlling timelines, results, and budgets.
Venture Capital
We assist founders, investors, fund managers, and portfolio companies throughout the entire venture lifecycle.
• Preparation for raising venture capital (Investment Readiness)
• Legal Due Diligence (DD)
• Business Relocation (Jurisdiction restructuring)
• Deal Structuring for the sale and purchase of shares, preliminary documentation (term sheets, letters of intent, etc.), subscriptions, and shareholders' agreements
• Hybrid instruments (convertible notes, Convertible Loan Agreements - CLAs)
• Option programs (Employee Stock Option Plans - ESOPs)
• Investment Exit strategies
International projects
We possess extensive experience in handling transactions in the English language (including through prior work at international law firms) and are thoroughly familiar with the standards governing international transactions. We maintain relationships with local counsel in jurisdictions where Russian companies frequently conduct business. We can recommend a reliable consultant, collaborate with them as a unified team, and effectively oversee their performance.
Private Wealth Management
We assist business owners and beneficiaries with private wealth matters internationally.
• Structuring the ownership and use of business and personal assets
• Structuring the transfer of assets to family and close relatives
• Succession planning (Inheritance matters).Trusts and Foundations
• Marital agreements (Prenuptial/Postnuptial agreements) and property division agreements
• Relocation of owners and redomiciliation of business (transferring the official seat of the company)
We develop structures for asset ownership and transfer by taking into account tax, migration, and currency regulations. We achieve this by engaging tax experts in Russia and local counsel abroad with whom we have established relationships.
Commercial Projects
We advise clients on the execution of lease agreements, leasing, supply, service provision, contracting, distribution, utility supply, and other commercial contracts, both individually and as part of complex projects and transactions. We have experience defending client interests within the framework of EPC (Engineering, Procurement, and Construction) contracts, and in the preparation and execution of shipbuilding contracts.
We also conduct audits of contracts used by the client in their document management system, and provide comprehensive advice regarding the necessity of bringing them into compliance with current legislation and adjusting the structure of the documents to ensure the maximum protection of client interests.
We assist in structuring investment projects and transactions with a focus on the optimal protection of intellectual property (IP). We propose a strategy for protecting intellectual property rights in Russia and abroad and assist with its implementation.
Dispute Resolution
Bankruptcy and Related Disputes
Our experience allows us to support clients throughout all stages of bankruptcy proceedings—from filing the petition to declare the debtor bankrupt through the completion of the procedure. We also provide assistance for cases related to the core bankruptcy proceeding as well as unrelated legal actions.
International Litigation and Arbitration
We possess the necessary expertise to represent the interests of Russian clients in disputes heard in foreign courts and in international and international commercial arbitration. This is achieved through the engagement of our foreign partners across numerous jurisdictions.
