Despite the macroeconomic repercussions of recent years, retail today is still one of the fastest growing branches of the Russian economy . First of all, this is caused by the active expansion of major Russian and international retail chains over recent years.
The core law regarding retail trade adopted in 2010 radically impacted further growth of retail trade in the Russian Federation by imposing a number of important rules and restrictions. A yet stricter tightening of its policies as from mid-2016 will create more challenges for the market participants and will provide essential incentives for further improvement in their business models.
The Federal Antimonopoly Service of the RF is still playing an important role in the development of the retail sector in Russia. The Service is exercising control over compliance of retail networks with the law on retail trade, is conducting inspections on advertising campaigns, and exercising control over pricing policies. Furthermore, the FAS Russia is actively monitoring capital concentrations in the retail sector, in order to prevent against creation of companies with a dominant standing within the geographic boundaries of a particular consumer market, or creation of cartels.
Furthermore, due to the dynamic growth of retail networks, and specifically in Russian regions, companies often have to deal with legal issues related to real estate.
Having a vast knowledge of commercial activities in Russia and also having a large experience in hands-on cooperation with big Russian and foreign retail companies, suppliers of household appliances and electronic equipment, as well as companies involved in distance and Internet selling, experts of our Law Firm offer the following spectrum of legal services to their clients.
Consulting in Retail, Antimonopoly and Advertising Laws:
- Verification of all internal documentation (regulations, provisions, etc.) and external (model agreements, trade policies, rules for interacting with suppliers, terms for selection of counterparties, etc.) in terms of its compliance with retail trade and antimonopoly laws;
- Analysis of pre-planned and current advertising campaigns in terms of their compliance with retail trade, antimonopoly and advertising laws;
- Consulting on current cooperation with antimonopoly agencies, and specifically analysis of legal grounds and justifications of such agencies’ demands for provision of documents or information relating to retail network or its counterparties;
- Representation of client’s interests during scheduled and/or unscheduled inspections by antimonopoly agencies in terms of compliance with retail trade and antimonopoly laws;
- Representation of client’s interests in litigations relating to “typical” violations by retail traders commercial regulations, and specifically relating to accusations in discriminatory actions and tying;
- Representation of client’s interests in administrative litigations relating to “typical” violations of commercial regulations by traders as provided for by Articles 14.40 – 14.42 of the Administrative Code of the Russian Federation;
- Appearing for clients before courts in order to challenge decisions and rulings of antimonopoly agencies with respect to “typical” administrative corpus delicti issues and/or violations of commercial regulations by traders;
- Compiling drafts of model agreements required for a retail business due to the requirements of applicable laws and existing court precedents;
- Planning and conducting of training sessions aimed at teaching trade unit employees how to participate in negotiations and/or maintain business correspondence with counterparties, in order to minimise the possibility of accusations for violations of retail trade or antimonopoly laws.
Consulting in the Field of Real Estate and Construction:
- Consulting, due diligence, preparation stage and support during transactions for acquisitions of land plots for development, acquisition of buildings, premises and warehouses for the purposes of trade and related activities;
- Consulting in the sphere of leasehold relations, and specifically verification of owner’s powers, preparation stage and support during transactions related to real estate lease, consultations on subleasing of premises;
- Consulting on legal relations between market participants and providers of utility services;
- Integrated legal support in construction of shopping malls and other real estate units, and specifically entering into contracts based on recommendations of the International Federation of Consulting Engineers (FIDIC).
Consulting in Intellectual Property:
- Development and implementation of mechanisms for protection and effective management of intellectual property;
- Auditing of existing items of intellectual property, compliance verification and risk appraisal in terms of application of individualisation methods, patent rights items (Free-To-Operate Research);
- Elaborating internal policies with respect to use of intellectual property rights, including trademarks, know-how and copyright items; auditing agreements with counterparties in order to minimise risks of violations of third parties’ exclusive rights;
- Development and implementation of licencing and franchising concepts;
- Registration of intellectual property items in Russia and abroad; representation of client’s interests in the Rospatent agency and/or the Patent Disputes Chamber;
- Elimination of unfair competition involving use of intellectual property through antimonopoly agencies;
- Implementation of protective measures for intellectual property rights in customs agencies, elimination of parallel imports;
- Protection of intellectual property rights through both pre-trial and/or judicial process: advocatory investigations, collection and submission of evidence on violations of rights, claims activities, support during litigation matters, and enforcement of court awards.
Corporate Structure and Transactions Support:
- Legal support in creation of retail networks including elaboration of effective ownership and management target structures, and operational structures for commercial groups, in order to reduce risks, increase assets protection, and support the transition to target structures;
- Support in transactions on assets sale/acquisition in the sphere of trade as well as bringing in financial investors (M&A);
- Obtaining approvals for transactions from the Federal Antimonopoly Service of Russia.
Tax Consulting and Support in Tax Disputes:
- Contestation of rulings or other non-regulatory acts and/or positive/negative acts of tax authorities in both pre-trial and/or judicial process, including disputes on the issues of:
- validity of VAT expenses and deductions for suppliers being unfair taxpayers;
- validity of advertising expenses and standardisation of such expenses;
- tax accounting procedures on permanent improvements in leased buildings.
- Support during tax inspections, in order to settle issues already during such inspection, or (if such settlement is not possible) provision of an increased effectiveness of subsequent appeal.
Litigation Support and Representation in Government Agencies:
Representation of interests of retail networks and individual market participants in litigations with suppliers concerning defaults on obligations under supply or service agreements;
- Representation of interests of retail networks and individual market participants in their disputes with consumers, tax authorities and/or other regulatory bodies.