CORPORATE LAW

CORPORATE LAW


Corporate law is the basis for regulating the relations at a business entity/commercial company, both from the point of view of organizing corporate governance and procedures, and from the point of view of basic operating principles. In this regard, corporate law practice occupies a special place within the advisors' system of expert specialization.
The professionals of our law firm are high-level experts in corporate law, including on issues of legal support for corporate governance and corporate restructuring.

ПРАКТИКА отмечена в рейтингах:

ПРАКТИКА отмечена в рейтингах:

  • PRAVO.RU-300 2022
    III группа: Корпоративное право/M&A (2022); IV группа: 2021, 2020, 2019, 2018, 2017
  • KOMMERSANT 2022
    #2: Корпоративное право / слияния и поглощения российских активов: HIGH-END, Band 2

The expertise and experience of our corporate law specialists include:

The expertise and experience of our corporate law specialists include:

1
Structuring and developing the systems of management bodies at business companies and the required corporate procedures
2
Structuring of groups of companies in order to optimize the control and protection of the authorized capital
3
Structuring and carrying out corporate transactions, including M&A, reorganization / liquidation of business entities
4
Structuring and carrying out fundraising transactions, including with security in the form of a shareholding interest
5
Due diligence of the operation of companies or individual assets in the context of preparing / carrying out transactions, and from the point of view of optimizing the internal ownership structure
6
Support for settlement of corporate conflicts
7
Support for settlement of disputes with external creditors by means of corporate arrangements (including through shareholders' agreements)

SELECTED EXPERIENCE

SELECTED EXPERIENCE

  • Restructuring of a large company. Partial sale of assets to generate funds for debt settlement. Total amount of debts of the restructured group companies: RUB 92 bln.
  • Advising a major Russian IT company, assessing the risks and building mitigation models. Credit agreement liabilities amounting to RUB 17 bln. Results: 1. Part of the business sold to a bank; 2. Obtained debt refinancing, risks removed.
  • Examination of a major airline's long-term contracts with one of its main suppliers for compliance with the current legislation as well as the client's internal procedures ( both at the time of conclusion and upon periodic contract renewals).
    The Team actions:
    – a range of documents of the Procurement Management Department were analyzed and revised. In particular, we regulated the separation of the functional customer and the responsible structural unit, prepared a number of legal opinions with detailed maps of probable risks in the interaction between the Client and the supplier.
    Result: our Firm prepared suggestions for optimizing the interaction between the Client's structural subdivisions and the Supplier. We analyzed and drafted amendments to the Client's local regulations, which helped to minimize the Client's legal risks in connection with procurement, resulting in the Client's approval of additional documentation defining the functions of the Procurement Management Department.
    Contract amount: RUB 21 bln.
  • Systematic solution for debt recovery for supplied goods from a Russian distributor. When forming such a solution, it was necessary to take into account the conditions of the existing restructuring due to ongoing deliveries, as well as the parallel assignment of the claim.
    The Team actions:
    - established the exact amount of the claim that should be pursued for recovery;
    - identified the scheme of real assets ownership through controlled persons (including in foreign jurisdictions), against whom there are grounds for filing claims within the framework of judicial procedures;
    - proposed a strategy for further communication with the debtor, as well as for the client's entry into the judicial phase of debt collection.
    This project is very important for the client due to the volume and range of claims and their possible subrogation.
    Another aspect of the project importance is the debtor's significance as a major player in the pharmaceutical market, as well as the high possibility of changing the rules of the game in the relationship between the manufacturer and distributor (setting insurance limits, granting substantial payment deferrals, etc.). The amount of restructured debt is RUB 1.1 bln.
  • A client challenged the following: to estimate the prospects for imposing liability on the CEO of a pharmaceutical distributor company (the client's debtor) due to the company's failure to fulfill its debt repayment obligations, taking into account the availability of the CEO's personal guarantee, as well as the possibility of real recovery.

    The Team actions:

    - established property values to satisfy the client's claims from the guarantee agreement;

    - developed a strategy for complex interaction with the debtor, both as the CEO and as an individual guarantor;

    - proposed a plan to initiate court procedures in relation to the property of individuals (debtor, related parties).

    Amount secured by the surety agreement: RUB 1 bln.

  • Advice for foreign investors (car and component manufacturers, pharmaceutical manufacturers) on how to establish joint ventures in Russia, including with Pari passu, with the development of an investment protection mechanism.
  • A dispute between shareholders of a large tobacco company was settled – total claims exceeding RUB 4 bln.
  • Advice with regard to the restructuring of corporate debt through additional issues of securities (including in the interests of a mobile operator and a european manufacturer of paints and varnishes).
  • Completing transactions to purchase a shareholding interest (up to 100%) in Russian companies (including a company operating fiber-optic networks, a manufacturer of interior finishing for cars, a holding company comprising of multiple regional pharmacy networks).
  • Mutual relations of two shareholders (cumulatively holding 100% of shares) of a large Russian storage equipment manufacturer were settled.
  • Establishment of associations by business entities for joint performance of specific obligations assigned to them by the requirements of federal laws.
  • A corporate dispute was settled at a Russian joint venture of a Canadian electrical equipment manufacturer – with dismissal of one of its members from corporate governance.
  • A minority shareholder's rights were protected. The shareholder's rights were protected in relation to an unlawful dilution of their shareholding in the company.

KEY CONTACTS

KEY CONTACTS

  • Mr. Sergey Kovalev
    Managing partner, attorney-at-law, PHD
    s.kovalev@ktaplaw.ru
    CV
  • Ms. Ksenia Stepanishcheva
    Counsel, attorney-at-law
    bestlawyers@ktaplaw.ru
    CV

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