Legal Support for Investments

At the moment, the Russian Legislation offers a fairly wide range of opportunities and tools to formalise virtually any arrangements of the parties that will be subject to protection by the government authorities.

Business does not always have time to think about negative scenarios when a new project begins. And we, alongside with the formalisation of arrangements, knowing the weaknesses, will ask the parties all tough questions and suggest that they would specify and spell out options for complex cases in advance.

Our solutions:

Any agreements between the parties can be clearly and distinctly documented; adequate business situations and legal consequences of breach of obligations can be identified. For example, in the terms and conditions of financing a joint project, the parties may specify that in the event of ‘failure to deliver’ a tranche by one of the partners, its share in the project/in the company shall be transferred to other partners.

Our services in this area:

• Transactions, contracts subject to judicial practice to ensure maximum protection in case of challenging thereof;

• Legal support for investment in business in various forms (entry into share capital, shares, secured loans, with a comprehensible system of responsibility clear to the parties, and with well-defined margin call parameters);

• Formalisation of arrangements between the partner on entering into joint projects, project finance;

• Advice on major transactions with Bitcoins and other crypto currencies; legal vetting of transactions for the acquisition and sale of IT assets, structuring and formalisation of such transactions (for example, transactions the subject matter of which is data centres for mining);

• Support in acquisition of complex assets, due diligence of potential acquisition targets ;

• Corporate governance systems (non-standard constituent documents, special profit distribution procedures or (procedures for recovering from deadlock situations);

• Structuring of multi-discipline business ownership patterns under the Russian Law;

• Advice on complex issues of transactions in foreign banks, legal support for opening a business in foreign jurisdictions.

• Support for complex transactions with distressed asset, support for M&A, LBO and MBO transactions.

More details for professionals:

• Advice and independent reports on risks of the parties in transactions; transactions using letters of credit and escrow mechanisms, including through depositing money in the deposit account of a notary under the Russian Law;

• Formalisation of arrangements between the partner on entering into joint projects, formalization of project finance, including legal support of investments in start-ups and IT projects, governance structure arrangements under the Russian and English laws;

• Recommendations for structuring the transactions with complex facilities (facilities that are in the ‘grey zone’ of legal regulation) with an opportunity of real judicial protection;

• Advice on major transactions with Bitcoins and other crypto currencies; legal vetting of transactions for the acquisition and sale of IT assets, structuring and formalisation of such transactions (for example, transactions the subject matter of which is data centres for mining);

• Corporate governance systems (non-standard constituent documents, special profit distribution procedures (for example, payment of dividends to members in the amount other than the one proportional to a share in the authorised capital), with the coefficients as agreed upon between the partners; procedures for recovering from deadlock situations (i.e. the situations where the partners have equal number of votes in the business governing bodies, and essential decisions cannot be made due to the partners’ failure to reach agreement);

• Support in acquisition of complex assets, due diligence of potential acquisition targets; business-oriented support for turn-key activities for acquisition and integration of new companies / assets into the existing structure: development, organisation and implementation of schemes of mergers / acquisitions using various legal transaction structuring methods, using foreign jurisdictions and companies;

• Legal management, creation of highly effective teams for legal support for companies in a short time, systems of contracts for new businesses and projects;

• Advice on complex issues of transactions in foreign banks, including, compliance support, preparation of loan documents at foreign banks, arrangement of international payments subject to the requirements of the currency laws of the Russian Federation and other countries;

• Legal support for opening a business in foreign jurisdictions, including in the countries that have a lower tax and administrative burden than Russia (Cyprus, Georgia, Moldova, BVI), as well as in the EU countries (Czech Republic, Latvia, Bulgaria) and in the USA. Obtainment of a legal office, opening of accounts, selection of management, arrangement of accounting and audit.

Commercial real estate / Construction:

• Representation in disputes concerning works contracts, real estate purchase and sale agreements;

• Registration of rights to real property; approvals from authorised bodies; complex real estate transactions;

• Complex lease agreements;

• Management of leased property, including for non-residents of the Russian Federation;

• Property cadastral value reduction (successful experience in reduction of the value by 3.5 times, in challenging by the city of Moscow of the expert examination submitted by the claimant in court; more experts were engaged from an independent self-regulatory organisation).

• Cooperation with the local self-governing bodies and government authorities;

• Organisation and setting up a developer’s Legal Service; upon commissioning of real property — organisation of an operator’s Legal Service.

Tender support:

• Participation in auctions, checking the auctions for corruption element; and vetting a potential customer for fulfilment of contractual obligations in good faith.