Projects

M&A SUPPORT
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...
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 ...
KIAP team has been successfully representing the interests of a Russian shipowner for several years in sale and purchase of vessels, setting up joint ventures and raising finance. The peculiarities of these projects are determined by the specifics of maritime transport business, as well as the complex bundle of contracts regarding each vessel. Some prominent projects: ACQUIS...
 13 25 April 2024 Corporate and M&A
The "management buy-out" transaction has become a popular form of foreign investors’ exit from Russian corporations. The peculiarity of such transaction is that management is used to seeing itself as hired officials who know the business perfectly well but do not fully understand risks and problems they may face in their new legal role of business owners. The project team accompanied th...
 14 25 April 2024 Corporate and M&A
Consulting in the field of antimonopoly legislation
The client intended to buy at an auction a group of companies, one of the leaders in the market for equipment, vehicles and special equipment leasing. Since such a transaction required approval from the Russian Federal Antimonopoly Service, KIAP was tasked with preparing and submitting a petition as soon as possible in order to obtain a decision from the regulator before the auction. ...
The main channel for the sale of the Company's products is the dealer and distribution network ending with the final link: so-called "partners". Taking into account the complex technical nature of the products and the lengthy pre-sales process, the Company is interested in the high competence of their partners. To control it, a special affiliate program establishing requirements for potential ...
The client received a number of requests from antimonopoly authorities requesting information on sales volumes and pricing. According to the requests, the antimonopoly authorities conduct an investigation for complaints about rising prices for construction materials as well as for possible anti-competitive collusion. To receive current advice and assistance in preparing responses to the regula...
Consulting in the field of commercial law
Our client used a supply agreement to formalize contractual relations with their counterparties in Russia for almost 10 years. This contract was not brought into line with changing legislation and new trends in judicial practice. In addition, the agreement caused certain difficulties for Russian management since most of its provisions were borrowed from a similar agreement applied by the paren...
The company rented a warehouse to use it for storage and other logistics services for their customers. The storage agreements should have ended two months before the end of the warehouse lease because the Company, as a lessee, was required to return the warehouse in its original condition, and repairs take at least two months. If the Company does not return the warehouse in the agreed conditio...
Since the popularity of electric scooters in Russia has grown several times in recent years, as well as the number of accidents involving them, an international distributor of electric scooters, which is not their manufacturer and does not have a representative office in Russia, asked KIAP to prepare a legal opinion regarding potential liability to Russian consumers for harm to health caused d...
Consulting in the field of labour law
In the course of fulfilling the obligation to increase the level of real wages, the employer had questions about whether indexation could consist of paying a bonus without increasing wages or vary from case to case based on various KPIs of employees, and how best to evaluate indicators for the purposes of proper implementation of indexation legislation.     ...
 63 22 March 2024 Employment Julia Paushkina
As a result of the acquisition of a Russian IT company, the international corporation had a need to unify commission programs for managers involved in business development. To check the compliance of the commission scheme developed at the level of the parent company with the imperatives of Russian law, the client contacted KIAP.      Based on the res...
 59 22 March 2024 Employment Julia Paushkina
The employer contacted KIAP for assistance related to checking the employee bonus system for compliance with labour legislation. The main purpose of the audit was to guarantee the payment of bonuses when employees of various departments (both directly related to sales and the back office) achieve predetermined indicators. Since the company’s previously existing policies had internal contradict...
 51 22 March 2024 Employment Julia Paushkina
Supporting the procedure for the termination of employment contracts in connection with the dissolution of the Russian division of an international corporation involved in financial consulting Since the employer’s head office decided to dissolve the Russian division, KIAP employees accompanied the procedure for terminating employment relations, as well as transferring key em...
 53 22 March 2024 Employment Julia Paushkina
The conflict-ridden top manager who had increased protection in accordance with labour laws destabilized work processes and in every possible way “motivated” the employer to enter into an agreement to terminate the employment contract with the payment of significant compensation. In particular, in response to each order of the employer, the employee sent several counter requests, contacted the...
BUSINESS STRUCTURING AND RESTRUCTURING
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...
 172 8 February 2023 Corporate and M&A
Disputes with antimonopoly authorities
KIAP employees represented the interests of the Company during the consideration of administrative proceedings initiated in connection with suspected violation of antimonopoly legislation expressed in the establishment of a monopolistically high price for bleached kraft pulp from softwood. Accompanying the project from the very beginning of claims from the Russian FAS, during meetin...
Russian FAS initiated a case against the airport infrastructure operator, the head of the region, the regional government and several regional ministries for violation of Articles 15 and 16 of the Law on the Protection of Competition. The subject of the investigation by the antimonopoly service was the circumstances of the implementation of the investment project for the construction of the ai...
At the request of the regional government, the Federal Antimonopoly Service for the Republic of Tatarstan began an unscheduled inspection of buckwheat manufacturers, suppliers and sellers due to a synchronous increase in prices for it suspecting the six largest retailers, including our client, of price collusion, which led to an increase in the price of a socially important product. ...
Support
The client contacted KIAP with a request to develop and conduct a business game for the Company’s employees to teach the basics of antimonopoly, trade, advertising legislation and its application in the Company’s activities. KIAP was tasked with developing a thematic business game for more than 50 client employees, including top management The goal of the game was to develop skills ...
The company's existing compliance system was based on documents developed at the level of a holding company registered in the European Union. Since the business processes of the Russian and European offices, as well as the requirements and recommendations of the authorized bodies to the compliance system presented in different jurisdictions and have some differences, the client applied to KIAP...
The European branch of the company contacted the KIAP law office with a request to provide clarification regarding the provisions on cross-border transfer of personal data. The need to provide clarification was caused by a corresponding request from the Federal Supervision Agency for Information Technologies and Communications. The branch wanted to prepare a response to this request by familia...
Labour disputes
The employer had a strained relationship with one of the employees, who was repeatedly subjected to disciplinary penalties and appealed to the court for challenging each order, delayed the terms of bringing to disciplinary liability by receiving sick leaves for several months, subsequent vacation, etc. During one of the periods when the employee was not released from work, t...
 66 22 March 2024 Employment Julia Paushkina
The parent company decided to dismiss the Head of the Russian representative office due to failure to achieve the set targets. Since the Heads of branches are not subject to additional reasons for termination of employment contracts as Heads of organizations, the client turned to KIAP with a request to assist in the conclusion of an agreement on the termination of employment relations and paym...
CORPORATE FINANCE AND SECURITIES
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...
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...
 193 8 February 2023 Corporate and M&A Roman Suslov
CORPORATE CONSULTING AND CORPORATE GOVERNANCE
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...
A group of software development companies faced the need to "relocate" an incentive plan from the international to the Russian level. One of KIAP’s key goals was to provide the client with the most efficient legal form of such plan. It had to take into account the parameters of previous option agreements already familiar to the client, the complex system of corporate and contractual relationsh...
 15 25 April 2024 Corporate and M&A