Corporate and M&A

The practice’s experts combine consulting and litigation experience, which allows them:

• in corporate projects to take into account risks of corporate conflicts with a focus on court practice trends;
• in disputes to develop defense strategies and legal positions in line with the client's business interests.

Significant project experience and diverse client portfolio enables the firm to take into account peculiarities of Russian and cross-border businesses in IT, shipbuilding, logistics, trade, fuel energy, etc. when providing legal assistance.

The practice is recommended by international legal ratings Chambers Europe 2020, Legal 500 EMEA 2020, IFLR1000, Pravo-300 and “Kommersant”.

M&A support:

• due diligence - carrying out high-level or comprehensive legal review of an asset;
• developing the structure of the deal and its financing;
• providing tools to protect the interests of the business founder/management/investor;
• preparation of transaction documents, in particular, term sheet, sale and purchase agreement, shareholders agreement and options, security agreements;
• representing the clients at all stages of negotiations;
• support in transaction execution and related registration activities.

Business structuring and restructuring:

• designing ownership and management structures for group of companies with focus on the client's aims and goals (increased efficiency; asset protection; integration or spin-off of business functions; regulatory compliance, etc.);
• advising on business relocation and usage of foreign entities into the group;
• creation of step-by-step plans for transition to the target structure with a description of the legal and tax risks of each step;
• supporting of transition to the target structure (preparation of draft documents, assistance in obtaining permits and approvals, registration procedures, coordination of foreign lawyers);
• preparation of UBOs’ agreements and developing protection mechanisms for agreements reached;
• developing intra-group operational and contractual relations.

Corporate finance and securities:

• structuring and supporting loans, including convertible loans and credits with various types of collateral, subordinated and syndicated lending;
• preparing issuance documentation for shares, bonds, including bonds with subordination, bond programs and bonds with various collateral;
• advising on investment activity and usage of investment funds;
• support in project finance deals;
• restructuring of accounts payable;
• support of securitization of various types of assets (mortgages, consumer credits, credit cards, auto loans);
• advising on derivatives and repo deals.

Corporate consulting and corporate governance:

• support of the adoption and execution of corporate decisions;
• advicing on reorganization and liquidation;
• support of corporate procedures related to disposals of shares and interests;
• advising minority shareholders on squeeze-out or sell-out procedures;
• drafting ESG policies;
• preparation of local acts and policies regulating activities of management bodies;
• designing dividend policy;
• preparation of agreements with company management, including employment agreements, options and incentive programs;
• implementation of compliance mechanisms.

Corporate disputes:

• recovery of beneficiaries' corporate control in Russian and foreign commercial and state courts;
• asset protection and challenging transactions aimed at divesting assets;
• holding management liable for damages;
• request of information about the company's activity;
• mediation in negotiations to resolve corporate conflicts.

Ekaterina Spakhova
Senior Associate
Roman Suslov
Senior Associate
Ph.D in Law
Julia Paushkina
Attorney
Head of practice
Alexander Varchuk
Junior Associate
M&A SUPPORT
1C Entertainment group (new name – Fulqrum), incorporated in Warsaw, together with its European subsidiary studios is the developer and publisher of more than 100 video games, including such world-famous titles as “IL-2” and “Men of War”.  KIAP accompanied the sellers at all stages of the transaction, including: negotiations on the terms of the deal (multi-hour rounds of negotiat...
KIAP represented Philipp Ilyin-Adaev, founder of Banki.ru – the largest information and analytical financial web-resource and financial supermarket on the Russian segment of the Internet. The scope of KIAP’s work included: cooperation with the buyer’s lawyers on structuring the transaction; working on the transaction documents to ensure that the most favorable terms for the share sale wer...
KIAP corporate practice team represented Kirill Larin, founder and CEO of Ecredit.one – an innovative web-platform that provides a one-stop shop for finding a loan and insurance proposals for car owners. Our team worked on: documentation for acquiring the 25% share; corporate documentation regarding the further development of the company to ensure the founder’s effective tenure as CEO a...
8 February 2023 Anton Samokhvalov, Roman Suslov
KIAP accompanied the sale of Greenhouse LLC which conducts business in growing premium grade tomatoes in a modern and technologically advanced greenhouse complex of about 24.5 hectares in size. During the transaction KIAP team: participated in structuring the stages of transaction and formalizing its key terms; prepared drafts of preliminary and main documentation for the transaction on...
KIAP team provided legal support for Shipbuilding complex Zvezda in drafting the documentation and negotiating on the terms of establishing a joint venture with: Hyundai Samho Heavy Industries Co. Ltd. (HSHI); Samsung Heavy Industries. The companies were established as part of a joint project of JSC Rosneftegaz, PJSC Rosneft Oil Company and JSC Gazprombank to localize ...
BUSINESS STRUCTURING AND RESTRUCTURING
A global logistics group operating in the air, sea and road freight segments has acquired one of the largest freight forwarders and 3PL operators in the world. The consolidation at the global holding level triggered the integration of the Russian branches of these groups. KIAP corporate team developed options for restructuring of the companies. This required: analyzing the current corpor...
The client was an international group of companies providing engineering, procurement and construction services to various industry sectors. During the first stage, the client decided to change the ownership and management structure of its Russian subsidiaries. KIAP’s corporate team developed and conducted legal analysis of the implications of various options for such restructuring, taking...
The group of companies was fragmented and comprised more than 100 legal entities. The ultimate beneficiaries decided to formalize their control over the group, inter alia, for the purposes of improving asset protection and business manageability. At the same time, one of the beneficiaries decided to withdraw from the group. KIAP corporate team developed options of transition from the curr...
A large warehousing and office complex based in Moscow and one of the largest regional developers have agreed to implement a project to build a multifunctional centre (about 500,000 sq.m.). As one of the structuring options, it was proposed to transfer buildings and land lease rights to the SPV. KIAP team assessed options for the transfer of assets, as well as legal and tax consequence...
8 February 2023
CORPORATE FINANCE AND SECURITIES
One of the world's DIY-retailers has opened a credit line in a systemically important Russian bank. KIAP team accompanied the client when choosing a strategy for interaction with the bank on the settlement of obligations under the credit line. In particular, the consequences of debiting/early repayment of the loan were assessed. The project was complicated by the targeted nature of the ...
8 February 2023 Anton Samokhvalov, Roman Suslov
Client’s business, which specializes in retail lending, was not oriented towards commercial lending. As a result, KIAP was required to prepare draft financial documentation for target lending, in particular: • loan agreement; • share pledge agreement; • surety agreement; • an agreement on assignment of receivables under the loan, KIAP was also required to provide ongoin...
8 February 2023 Roman Suslov
KIAP team conducted due diligence on the documentation of the loan issued to the Russian warehouse complex and checked the validity of the surety in the form of the pledge of real estate (warehouses and land plots), pledge of shares in LLC and guarantee. Based on the information acquired in the course of due diligence, a debt settlement strategy was developed to address the risk of the borrow...
8 February 2023 Roman Suslov, Ekaterina Spakhova
KIAP team has experience of comprehensive support in securitization deals initiated by VTB Group, in particular: accompanying of securitization of residential mortgage loan portfolio in the total amount of RUB 46 billion secured by AHML guarante accompanying of securitization of residential mortgage loan portfolio in the total amount exceeding RUB 28 billi...
8 February 2023 Roman Suslov
CORPORATE CONSULTING AND CORPORATE GOVERNANCE
KIAP conducted an on-site inspection of the contract management and "compliance" system to identify risks of improper contract performance with the operator of one of the production sharing agreements. This project is systemically important because, among other things, it generates substantial tax revenues for the regional and federal budgets, as well as providing jobs, including for the local ...
For several years, our team has been successfully supporting the client in corporate consulting and development of relationships with business partners. In particular, our experts take part in structuring the management systems of various joint ventures, incentive programs for the management of such companies, and developing option agreements with employees.  In this regard, on...
For several years, KIAP was the exclusive legal adviser to an international air carrier in Russia. There were no internal lawyers in the client's Russian offices. Ongoing external consulting allowed the client to concentrate on expanding its business in Russia and leave the legal matters to KIAP. Our specialists were involved in numerous projects, including the following: ad...
CORPORATE DISPUTES
A corporate conflict had been ongoing for a long time between a Forbes-rated client and its former business partner. Both parties brought claims against each other before the courts in the Russian Federation and in other countries connected with the place of business. The claims were of a bankruptcy, corporate and civil nature. Despite their diverse nature, they all aimed to obtain or retain co...
A corporate conflict between beneficiaries at the holding company level unfolded in an international precious metals mining group. During the conflict, the Russian companies of the group received conflicting demands regarding the convening of meetings of members and shareholders. The team represented the client in a case challenging adoption of amendments to the charter of one of the gro...
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