Corporate Practice/M&A

SPECIALISATIONS

The firm’s Corporate Practice is one of our key and strongest fields of activity. Our lawyers have gathered experience over many years of working in this field and are practised in handling comprehensive corporate projects, among others, for major international holding companies.
Key services:

• creation and optimisation of holding structures

• M&A support

• corporate restructuring

• participation in establishing JVs and their current activities, development of shareholder and member agreements

• due diligence

• legal defence and corporate dispute settlement

• creation, reorganisation and liquidation of commercial and non-commercial legal entities of any organisational form, introduction of amendments and support for their activities

• development and optimisation of foundation documents, internal procedures, policies and regulations (compliance)

• organisation and holding of general meetings of shareholders and members, support for corporate procedures and measures, information disclosure and other aspects of corporate governance

• issue of securities and advising on other aspects of the securities market legislation

Corporate practice/ М&А

Legal support for businesses — for their prosperity and development

100% implementation of all corporate projects

The firm’s practice has been widely recognised by the professional community and ranked by the leading legal rating ‘Leaders of the Legal Services Market’ by Kommersant in the categories ‘Corporate Law. Mergers and Acquisitions of International Assets’ and ‘Corporate Law. Mergers and Acquisitions of Russian Assets’.

Projects

Inditex
World leader in retail

Comprehensive restructuring of the Inditex group of companies in the Russian Federation. Development of a legal mechanism for restructuring of a business group, formation of a list of necessary measures at the international level, ensuring the coordination of actions of all participants in the process and settlements between them in the amount exceeding EUR 2.5 billion. As part of the project, comprehensive legal support was provided for the process of registration of the sale and purchase of shares in the authorized capitals of limited liability companies, as well as shares of a non-public joint-stock company, including the preparation of the minutes of the approval of these transactions by foreign companies.

Large retail facility in the centre of Moscow

Lawyers supported a complex transaction for registration and sale of a large property in the centre of Moscow with an area of 25,000,000 sq.m. to foreign purchaser. A detailed study of the transaction structure was provided, including various scenarios involving the alienation through the sale of corporate assets registered in foreign jurisdictions, a direct sale with settlements abroad, and the creation of an SPV. The client was offered various options for the further operation of the complex, taking into account the specifics of the regulatory restrictions of the facility. The client proceeded to the sale of the object on the most favourable terms.

World leader in retail

The company lawyers supported a number of corporate procedures for the payment of dividends to the shareholders of the group of companies — a large international network specializing in the retail trade of clothing and accessories, whose global profit in 2019–2020 amounted to more than EUR 3.639 billion. The client’s company is one of the few companies in the Russian Federation that ensured dividend payment in 2020. The dividend payment procedure was successfully implemented.

GUESS
World leader in retail

The company's lawyers provided comprehensive legal support for the closing procedure of a group company, within which they carried out the liquidation of assets, developed a plan for the liquidation of the group’s company, coordinated liquidation procedures with representatives of the parent company in a foreign jurisdiction, prepared minutes of the general meeting, ensured the preparation and submission of applications to the tax authority and ensured other actions within the liquidation procedure, including the process of dismissal and transfer of employees. Due to the competent actions of lawyers, the planned liquidation of the company was carried out, which ensured the minimization of costs and the possibility of further development of the retail network in Russia.

Debt Platform
IT company providing technological solutions in the banking sector

Our firm supported a project for a fintech platform developer. As part of the project, a corporate model for investment raising was developed, a comprehensive corporate agreement was developed, within the framework of which relations with an external investor, shareholders and participants were settled. Investments were received on favourable terms.

Owner of a large car centre Volkswagen, Haval, Lada

The lawyers ensured successful support of the transaction for the transfer of the car dealership centre (78 km of the Moscow Ring Road, 2300 sq.m.) to the investor. As part of the project, the lawyers developed a transaction structure that involves the creation of a new joint venture with a successive alienation of the shares of the current owner of the business, with the acquirer of the business and the seller becoming the participants of such business. The client carried out a comfortable exit from the business and received a guarantee of a return on investment by concluding an option agreement.