Legal Support for Investments
Formalisation of transactions with shares under the Cyprus Law (pledge terms, special voting conditions)
Support for long-term transactions of the client for the acquisition of shares of non-resident companies (stagewise repurchase of shares subject to achievement of certain financial indicators by the companies within three years). Pursuant to the legislation of the Republic of Cyprus, registration of the rights of pledge to redeemable shares with limited voting conditions, with limited voting conditions, obtainment of external financing prior to final repurchase of shares. Control over the execution of transactions by secretarial companies and registered agents. The amount of transactions is over 10 million euros.
Out-of-court transfer of shares in an LLC, in the event that one of the partners fails to deliver the next tranche. The amount of investments by partners is over $5,000,000
Development of a scheme and its contractual, corporative content to formalise phased investments of partners in a new project (total amount of investments by the partners is over 5 million dollars within 6 months) under the Russian Law, through entering into the Russian Company’s authorised capital and formalisation of the partners’ obligations to contribute funds to joint projects, with really working business mechanisms to ensure compliance with the agreements, including through concluding notarial option agreements in relation to the Company’s shares, development and implementation of a mechanism of transferring the share in the company if a partner fails to contribute funds within an agreed timeframe, through a notary upon presentation of the agreed set of documents, without recourse to the courts.
Development of the Company's corporate management system which will reflect the 50/50 arrangements between the partners, with the revolving offers to buy out shares in the event of stalemate situations, special voting procedure in the company and distribution of profits in the project.
Development of the assets recovery mechanism in the event of failure to return funds. Loan Amount is over €10,000,000
Development and control over the implementation of the project for financing of the third party's business structure: formalisation of debt obligations outside of the Russian Federation using personal guarantees of beneficiaries under English law; creation of a security package to ensure return of investments in the form of lien rights to assets in the Russian Federation and abroad; use of the option to buy out the business structure in the event of failure to return investments. The amount of investments was over 10 million euros.
Shareholders’ agreement in a subsidiary of the state-owned structure of the Russian Federation
Preparation of the shareholders’ agreement in a subsidiary of the state-owned structure of the Russian Federation, which provides for restriction of voting of the state on the issues of crucial significance for the client, and buyout of shares in favour of the client in a deadlock situation (deadlock resolution).
Formalisation of investments in the existing business, pledges, and guarantees
Support for cross-border financing of a third party’s business for the sale of goods in the territory of the Russian Federation: formalisation of debt obligations using sureties of asset holding companies; formalisation of pledges of all goods in the points of sale Control over the return of investments. The amount of investments was over 10 million euros. The project is in progress.
System of agency agreements, corporate structure for business in the territory of the Russian Federation for non-residents
Development in terms of minimisation of the tax burden for the scheme of work of a resident of the Kingdom of Thailand in the territory of the Russian Federation for conducting agency transactions between Russian and Chinese partners. Selection of a jurisdiction to create a corporate structure; selection of a jurisdiction to open bank accounts; and tax risk analysis.
Corporate structure for a development project, agreements between partners, deadlock mechanism
Development and implementation of a project for establishment of corporate structure — owner of land assets in the territory of the Moscow Region with the participation of several independent partners: formalisation of agreements between the partners; support for purchase of land shares; allotment of land plots and reorganisation of collective farms into business entities; buyout of participatory interests and shares from minority members, including through the creation of legal situations for mandatory buyout of shares and participatory interests.
Support for a development project
Legal assistance to the client in the organisation of construction business in the territory of the Russian Federation: obtainment of required approval documentation (SRO permits, licences, inclusion of specialists in the registers of the National Association of Builders (NOSTROI) and National Association of Surveyors and Designers (NOPRIZ)); preparation of documents for participation in tenders and auctions; successful tendering and contracting with the formalisation of all required acts and things to ensure the performance of contracts (obtainment of bank guarantees, certificates of insurance required to perform works, and approvals). Development of contracts with contractor organisations with personal guarantees of the members and subject to minimisation of tax risks. The project is in progress.
Contractual services for the project with the use of foreign jurisdictions, proposals for tax optimization
Development (for the Russian company) and implementation of the scheme of export-import contracts for the sale of expensive equipment manufactured abroad. Creation of lawful conditions for circumventing the quotas established for the foreign company — manufacturer of equipment — for the importation of the equipment to the territory of the Russian Federation. Use of the jurisdictions of Moldova, Georgia, and the Baltic States to implement the scheme of work; tax and customs risks analysis.
Support for the opening of letters of credit in foreign banks for residents of the Russian Federation
Introduction of banking instruments in the implementation of international contracts of the client: coordination with foreign banks of the terms and conditions for the opening of cross-border letters of credit; obtainment of bank guarantees from foreign banks for the performance of obligations to foreign partners; currency and tax risk analysis. The volume of application of banking instruments amounted to 15 million EUROS.