We believe that analysing business processes of parties to a corporate/M&A transaction is a starting point for efficient deal structuring.

We strongly support the development of Russian law. We are one of the pioneers in the Russian market to develop structures that allow to apply Russian law to transactions traditionally governed by English law.

Our lawyers have a solid expertise in cross-border transactions, including those governed by English law. When it comes to complex multi-jurisdictional projects we turn to our wide network of foreign counsel with relevant experience. Among our partners are foreign offices of leading international law firms and local counsel offering specialist expertise in a particular area of work.

Our Corporate practice is renowned in Russia for its major corporate restructuring transactions, as well as whole-company (or business) acquisitions, including via mandatory offers to shareholders. We offer comprehensive legal support for corporate projects starting from elaborating of feasible project structure, in-depth due diligence, and continuing to drafting of legal documentation and managing complex projects involving multiple parties and counsel.

As a rising trend, clients distinguish our private equity work that encompasses a number of investment transactions where our lawyers advise investors or management of project companies and engage in drafting of comprehensive documents, including share purchase agreements, shareholders agreements, management option programs, project-tailored by-laws and other corporate documentation to secure existing project agreements.

In addition to transactional work, lawyers at our Corporate practice handle regulatory issues, including antitrust and compliance matters.


M&A
Joint ventures, corporate agreements
Corporate reorganisations and structuring of businesses
Legal due diligence
Corporate governance and shareholder engagement
Optional and mandatory tender offers
OUR EXPERIENCE
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SISTEMA VENTURE CAPITAL

Drafting a set of documents for Sistema Venture Capital in connection with attracting minority investors – a unique transaction setting up a commonly used fund structure on the basis of a Russian LLC with buyout options, complex funding / cash call mechanics and multiple minority investors


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PIK GROUP

Advising PIK Group, a leading Russian developer, on mandatory tender offer to shareholders of a public joint-stock company


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JSFC SISTEMA

Deal structuring and providing legal advice on a number of corporate reorganisations of JSFC "Sistema" group companies, including JSC "Business Real Estate", JSC "Leader Invest", JSC "Rent-Real Estate", Detsky Mir Group, Mikron Group


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EUROPLAN

Advising Europlan, a leading Russian leasing company, on corporate restructuring of a holding of financial assets via spin-off of leasing business into a separate entity


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PRIMORIE RESORT

Advising a strategic investor on acquisition of beneficial ownership in a foreign company - stakeholder in the integrated entertaining resort zone “Primorie” construction project, including conducting due diligence of the target, land use rights, re-licensing, and drafting investment agreement


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TELE2

Advising Tele2 on acquisition of shares of a subsidiary JSC from ‘missing’ minority shareholders resulting in consolidation of 100% of shares of a JSC


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B&N BANK

Advising on all stages of complex merger of B&N Bank with MDM Bank, which included merger of Bank Kedr, B&N Bank Smolensk, B&N Bank Surgut and B&N Bank Tver with B&N Bank and further merger of B&N Bank Murmansk and B&N Bank with MDM Bank


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KAZCOMMERTSBANK

Advising on acquisition of control over Moscommertsbank by acquisition of controlling stock in its parent company Kazcommertsbank, a major Kazakh bank


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RUSNANO

Advising on creation of a joint venture between RUSNANO, the largest state-owned nanotechnology company in Russia, and TMK, one of the world’s leading producers of tubular products for oil and gas, aimed at manufacturing of pipes


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BANK 24.RU

Legal support in relation to transfer of Bank24.ru business and team to OTKRITIE Bank (rebranded to Tochka Bank), including comprehensive deal structuring and drafting of the set of transaction documents


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SUPREMUM CAPITAL

Advising Supremum Capital, a VC fund, on a number of private equity projects in Russia which involved elaborating on feasible corporate structure, drafting shareholders agreements and negotiations with investors