KIAP Corporate practice provides full range of legal services in the area of corporate law and M&A, specializes in corporate structuring and maintenance of M&A transactions, advises on the development of operational structures for businesses, ownership and management structures by the group of companies, to name but three. The practice is headed by Partner Anton Samokhvalov, who has considerable experience in advising companies from various industries. Recommended by international legal rankings Legal 500 EMEA 2020 (Commercial, corporate and M&A: Moscow), Chambers Europe 2019 and Best Lawyers 2021 (Corporate Law, Mergers and Acquisitions Law). The clients of the practice are the largest Russian and international trading and manufacturing companies, multinational corporations and oil service groups. The practice is recommended by international legal ratings Chambers Europe 2020, Legal 500 EMEA 2020, IFLR1000, Pravo-300 and “Kommersant” rating.
Corporate restructuring support and planning:
- Planning the ownership and management structures for a group of companies, operational/contract solutions for the businesses of the clients (transaction based, or to achieve better operational/tax efficiency, asset protection or other objectives) as well as personal holding structures
- Creating step-by-step plans to allow moving to the new structures
- Proving support during the move to the new structures (getting new draft documents ready, assistance in obtaining required permits and consents, coordination with legal counsel in foreign jurisdictions)
- Preparing shareholder agreements to be entered into between the business owners in the new corporate structure
Support for investment projects and M&A transactions under Russian and English law (full or partial purchase or sale of businesses, creating joint ventures) turn-key solutions including:
- Structuring the transaction including financing aspects
- Business restructuring to match the transaction
- Complex due-diligence reviews
- Getting all documents ready (purchase and sale agreements, shareholder agreements, joint venture agreements, documents to secure the obligations etc.)
- Participating in negotiations and providing support during implementation of the transaction
Legal support on all stages of entering into the public capital markets including the markets abroad, with such elements as:
- Business restructuring for placement of securities
- Complex due diligence reviews
- Support in getting all documents ready (a share issue prospectus, corporate consents, resolutions for issuance, legal opinions, subscription agreements)
Support in increasing effectiveness of corporate management structures:
- Creating a corporate management code
- Preparing internal acts regulating the powers of the company’s management structures
- Preparing internal acts introducing internal control measures to verify compliance with the laws and internal corporate documents – i.e. corporate compliance procedures (a code of business practice and ethics, a procedure for approval of vendors/buyers, a procedure for approval of agreements compliance procedures)
Consulting in the field of corporate and contract law:
- Legal support for business activities of Russian and foreign legal entities
- Consulting clients regarding issue and circulation of securities
- Consulting on the issues related to corporate decision-making processes
- Consulting on the issues of shares buyouts under voluntary or mandatory buyout proposals and procedures for “squeezing out” minority shareholders
- Contractual work including participating in negotiations and drafting commercial agreements
Corporate dispute resolution:
- Representing the shareholders, participants, business owners in the Russian or foreign commercial or public system courts
- Mediation in corporate conflicts
- Providing legal support to Zvezda Shipbuilding complex in preparation of transaction documents and negotiations with partner, Korean Hyundai Samho Heavy Industries Co. Ltd (HSHI), on terms of the transaction on launching a joint venture in the field of engineering and project management of the construction of tankers – OOO “Zvezda-Hyundai”.
- Advising European concrete panels producer in the course of sale of its Russian business (value of project exceeds 12 mln euro).
- Advising one of the world biggest insulation producers on working out a target structure and a scheme of Russian companies restructuring for the purpose of their consolidation.
- Supporting the client (EPAM Systems Inc.) in the course of M&A transaction – purchase of GGA Software Services (Russian and CIS scientific informatics services provider) – in a part related to purchase of Russian assets.
- Structuring a joint venture of Sovcomflot – the leading shipping company in Russia - and VanOord at the request of JV VOSF (another joint venture of Sovcomflot and VanOord). Sovcomflot has more than one century of experience in the field of maritime building and dredging operations.
- Conducting a due diligence review of the Russian assets of REVOCOAT (a world-wide producer of paints and varnishes, chemicals, optics and specialized materials) owed by the AXSON group of companies, before their takeover.
- Restructuring a group of companies engaged in building the entire infrastructure required for smooth operation of the oil industry in Russia.
- Providing legal assistance to European cosmetics producer L’Occitane International in the course of share sale and purchase transaction.
- Structuring a distribution network for Sloan Implement Inc., one of the leading John Deere agricultural machinery dealers.
- Representating a foreign bank in a series of corporate disputes concerning protection and recovery of Russian assets.
- Assisting in the internal restructuring of a group of companies of a European producer of refrigeration facilities.