Corporate Law and M&A

Conversion of loan into the authorized capital in the amount of more than 850 million rubles.

Support of transaction on Loan Agreement claims right conversion into the authorized capital of the Russian company in the amount of more than 850 million rubles. Within the project all necessary corporate procedures and registration acts were performed in the Russian state authorities. Simultaneously one of the Russian foreign debtors was liquidated with the transfer of its rights to the successor. As a result the client increased its share in the Russian company.

Field: Aviation

Consultation on merger into joint venture and Corporate Agreement conclusion.

Consultation for the client on merger into joint venture and financing of business project in the amount of 1.8 million US dollars with the following conversion of loans into the authorized capital. The lawyers of the company participated in development of Shareholder Agreement between the client (new shareholder) and its founder (current owner). The Agreement regulates the terms of shareholders participation in the project, company management, terms and forms of additional financing of the company and client departure from the project.

Field: Energy and natural resources

Successful client defense in the Central Bank of the Russian Federation.

Representation of client interests (public joint-stock company) in the Central Bank of the Russian Federation during administrative proceedings regarding violation by the company of annual general meeting convening and holding rules. Finally regulator issued a warning instead of penalty in the amount of 500 000 - 700 000 rubles.

Field: Industrial production and distribution

Development of corporate management structure for construction holding.

Client construction business was based on several companies pertaining to different people. Each such company had its own management system. Client task was to improve the system of corporate management.

As a result several types of holding companies management structure were developed. These variants do not require the change of holders but make it possible for the Beneficial owner to effect control over holding companies decision making.

Field: Immovable property, construction, development

Formation of joint venture by Russian and foreign partners.

Consultation for a client on joint venture formation with its foreign partner, on product distribution and consequent nationalization of products in Russia.

Lawyers prepared detailed plan of joint venture formation. There were defined necessary corporate actions of foreign partner and offered options of management structure, which included the cooperation of two directors, presenting both parts of business. The lawyers defined variant of foreign partner trademark usage by the joint venture and of other intellectual property items usage; terms of Corporate Agreement which include joint company management and appointment of the key managers by each partner as well as the term of non-competition between the partners on the Russian market.

The Russian partners of the joint venture were individuals consequently it was necessary to provide recommendations on matrimonial relationships and succession.

Field: Industrial production and distribution

Corporate Agreement for regional auto parts stores chain.

The formation of Corporate Agreement between the founders of venture and new investors. The lawyers took into account the investors obligations of additional financing of the company, of obtaining by them the share in the authorized capital of the venture; requirements to the financial data regarding company activity, to the management structure and investors control over venture activity. Moreover there was singled out that it is possible to sell the venture by all its members to the external investor.

Field: Trade and commerce

Consultation on joint venture formation and variants of additional venture capitalization.

Consultation for joint venture on variants of primary and additional financing (additional capitalization) of the company by the members and external investors. Simultaneously there were given recommendations on the terms of the Corporate Agreement between members of the company.

Field: Banks, financial institutions, investment, insurance

Consultation on change of operational control over pharmaceutical company activity.

The client was one of the shareholders of the Russian pharmaceutical company and intended to consolidate significant stock of company shares.

The lawyers developed detailed plan of duties and company documentation acceptance from the head, information receipt, verification of past company activity and its main management authorities; gave recommendations on violation discovery and variants of measures aimed to bring to responsibility and to compensate for company losses.

Field: Healthcare and pharmacy

Consultation on purchase of the company which is under corporate conflict.

The client was interested in buying the significant share in chemical industry venture. Nevertheless at that moment its owners stepped into corporate conflict and it was possible to purchase the share only from one owner.

The lawyers analyzed legal risks of such purchase; defined maximum level of corporate control over the venture, which the client can possess after potential transaction, second owner rights and possibilities limits regarding company management, chargeback, resolutions of new possible company management authorities, risk of possible company activity suspension as a result of corporate conflict.

Field: Industrial production

Consultation for company on shareholder requirements lawfulness concerning obligatory share redemption.

Client company and other persons purchased significant share stock of public joint-stock company. One of minority shareholders thought that it had been a merger as all buyers represented one person

(were affiliated) and it applied to court with the requirement of purchasing its shares at certain price towards the client company. In case of justifying its position the client company would face restrictions on its shares management. Part of them was not admitted to voting at the general meeting.

The lawyers managed to prove that minority shareholder requirements were not justified.

Field: Food industry

Right defense of insurance company minority shareholder.

The lawyers provided minority shareholder of one of the regional insurance company with consultation on violations made by the company during additional share issue and regarding refusal from presenting the company activity information. Prepared recommendations were used by the client during negotiations with majority shareholders.

Field: Banks, financial institutions, investment, insurance

Consultation on difficult reorganization of operating business.

Client company which provides medical services had to effect significant payment to the creditors. These acts would lead to suspension of company activity and bankruptcy; moreover most of company divisions were profitable and could pay off the debts within several years.

The client intended to reorganize the company, single out several legal entities, distribute between them the assets and parent company obligations for balanced distribution of debt load and profit centers. In addition it was important for the client not to allow bankruptcy and to prevent reorganization from affecting the current operation activity of the parent company.

The lawyers prepared reorganization plan, defined associated risks and advised how to minimize them.

Field: Healthcare and pharmacy

Legal Due Diligence of big poultry factory.

One of the biggest regional poultry ventures was verified by means of Legal Due Diligence. This verification included corporate part, immovable property as well as ecology and environment protection. Simultaneously one of the companies from Big Four performed financial verification of this company.

Field: Agricultural sector

Consultation on joint venture formation (meat-processing plant) and creation of Corporate Agreement (Shareholder Agreement).

The lawyers provided future owners of the joint venture with consultation and prepared Corporate Agreement. There were defined necessary each partner actions aimed at new venture formation, ownership interest in business, joint and individual actions regarding business promotion, action plan in different situations and voting rules at the general meetings, procedure and terms of leaving the project as well as responsibility for Agreement violation.

Interests representation in corporate conflict between the owners of audit company.

Consultation for one of the biggest regional audit companies on corporate conflict with the successors of one of the owners. The lawyers represented interests of the company and of its Head during judicial dispute on successors lawsuit with respect to money collection for previous company activity. In the end of judicial dispute this suit was dismissed.

Field: Consulting

Corporate Agreement for health clinic of dialysis centers.

Foreign shareholder transferred as a bonus part of its shares to the Head of its Russian venture for ensuring work effectiveness.

The lawyers created Corporate Agreement between the parties which prohibited competition on the part of new shareholder, introduced agreed shares management, terms of share repurchase by the foreign shareholder, defined questions regarding company management and responsibility for non-correspondence to Agreement conditions.

Field: Healthcare and pharmacy