We are on the position to provide extended support to a companies' business activities in Russia, in the field of legal advisory services. Our specialists, bearing a treasure of experience and knowledge in areas of Russian legislation, court cases and legal practice and could offer comprehensive legal advisory to business activities.
We are sure that effective consulting service may be rendered only by comprehensive approach, taking into account both requirements of actual civil law and specifics of tax planning with accounting requirements. This purpose is attained by amalgamation of specialists of different specializations in rendering comprehensive consulting services.
We are often asked to provide the help of our qualified lawyers not only in legal disputes and support of deals, but also in day-to-day operations of company. Involvement of our lawyers enables management to take right decisions, which agree with requirements of actual law and help to avoid risks in further activities of company.
- Legal due diligence
- Mergers and acquisitions (M&A).
- Restructuring and reorganization.
- Legal analysis, as a part of forensic review.
- Real Estate issues.
- Labor relation issues.
- Start-up business: legal support and consultations.
- Legal support of day-to-day operations.
- Legal disputes: civil and administrative procedure.
- Bankruptcy and liquidation.
1. Legal due diligence
Legal due diligence is a comprehensive analysis of legal documents and corresponding information with a purpose to determine: legal risks; factors, which may entail violation of shareholders interests; other circumstances, which are able to have actions upon company's activities.
Legal due diligence is a solid guaranty of protection from risks in concluding contracts, and a reliable way to determine and eliminate negative consequences, which arise in day-to-day activities of the company.
We provide due diligence services in the following situations:
- For M&A transactions;
- For purchasing of real estate and other significant assets;
- For restructuring and for creation of holding;
- For comprehensive analysis of legal risks in company's activities;
- To determine causes of losses (within comprehensive due diligence, including financial and tax issues of company).
2. Mergers and acquisitions (M&A).
The most effective way to avoid risks through M&A transactions just to involve consultant in the process of acquisition since the beginning, meaning the stage of planning. The comprehensive tool to reduce inherent risks through M&A activities is a legal due diligence.
We provide the following advisory services for legal support of M&A process:
- Determination of the milestones and structure of transaction with purpose to minimize or eliminate legal risks;
- Scan of documents, proving rights of shareholders, and determination of risks, which are connected with claims of third parties for the shares;
- Design and drafting of contracts and other legal documents, which are necessary for M&A transactions;
- Negotiation settlement and dispute resolutions of the deal agreement differences.
3. Restructuring and reorganization.
Restructuring of holding may become more necessary both to secure holding from third parties claims and to provide transparent structure of holding for investors, banks and contracting parties. Different purposes of restructuring require different approaches design holding structure and drafting charter and corporate documents.
We provide the following legal advisory services for support of restructuring and reorganization procedure:
- Optimization of management structure, increasing protection from the third parties claim risks, aim of which is to provide hostile takeover of the assets;
- Design of holding structure meeting the transparency requirement for further M&A transactions, consolidated accounting, IPO, etc;
- Legal support of transferring assets and obligations between companies of holding, to avoid legal and tax risks;
- Scan of charter and corporate documents; legal advising concerning respective adjustments in order to keep main shareholders interests and security from third parties hostile actions;
- Design and drafting of contracts and other legal documents for purposes of restructuring and reorganization;
- Design and drafting charter and corporate documents to protect shareholders interests and to observe requirements of actual law.
4. Legal analysis as a part of forensic rewiew.
Analysis of company's activities, aimed to determine the causes of losses, inexpedient costs and the causes of funds flow-out, and to get proves of management wrong acts requires participation of specialists in different fields, including lawyers, which specialize in the sphere of civil and corporate law.
Legal analysis as a part of forensic review includes the following basic issues:
- To determine the list of affiliated companies;
- To scan chapter and corporate documents to search the conditions, which do not allow to control for the management and further to breach of confidence;
- To analyze contracts and other documents to determine the conditions, which entail company's losses;
- To determine the risks, connected with loosing of control under the company oê its assets (wrong acts of shareholders and third parties, bankruptcy etc.)
5. Real Estate issues.
Through out the investment activities in construction it is necessary to take into account both Russian local business practice specifics in contractual relationships between Developer, Investor and General contractor, and actual legal requirements in respect of such contracts. It is also necessary to be aware of certain legal risks, which may arise during execution of an investment project, and respectively secure investments from the above.
Our advisory services meaning legal support of investment projects in construction include:
- Determination of optimal conditions for investment project, taking into account requirements of land legislation and city-planning legislation;
- Legal expertise of documents, which support rights for land plots, premises, buildings (including an objects of construction-in-progress);
- Legal consulting for day-to-day operations in the construction process;
- Scan of contracts, which are concluded for execution of investment projects in construction: lease contracts for land plots, contracts for development, contracts with General contractor etc.);
- Legal support for real estate purchase deals: design and drafting of contracts and other necessary legal documents, negotiation settlement and dispute resolutions of the deal agreement differences;
- Advising in spheres of land legislation and city-planning legislation.
6. Labor relation issues.
There were local company's labor relations regulatory documents with the lack of attention from the companies over a long period of time, in Russia. The weaknesses of the above documents and breaches in labor legislation could draw a company to a difficult relations with employees and trade unions and especially in current economic situation may cause both losses and reputation risks.
We provide the following advisory services concerning labor relations:
- Design and drafting labor contracts, and local documents to regulate labor relations;
- Scan local labor documents and provide recommendations to change or improve such documents;
- Legal support to company activities in sphere of labor relations;
- Negotiation settlement and dispute resolutions with staff and trade unions.
7. Start-up business: legal support and consultations.
Setting-up a new company requires determination of both optimal legal form as well as setting up management structure with documents flow. Design and drafting of charter and internal regulative documents both in accordance with requirements of actual law and shareholders interests.
We provide the following services for business set-up:
- Determination of the most appropriate organizational and legal form for required conditions of business set-up in Russia;
- Design and drafting unification, corporate and local documents, registration procedures;
- Advising on optimal management structure of the company;
- Raising of documents circulation and drafting standard type of documents for day-to-day operations.
8. Legal support of day-to-day operations.
One of significant advantages of legal service outsourcing is possibility to obtain advices of highly qualified specialists of different legal specializations in sufficient supply for the company's specific activities.
Legal support of day-to day operations includes:
- Consultations in written and verbal forms on the matters of day-to-day operations;
- Drafting and scanning contracts and other legal documents;
- Participation in negotiations and representing of company in the State bodies on legal matters;
- Participation in pre-trial legal disputes.
9. Legal disputes: civil and administrative procedure.
We are rendering the following services in pre-trial disputes and court procedure:
- Defining of the strategy in court procedure, composing claims and other documents for the court procedure;
- Participation in pre-trial disputes and negotiations;
- Participation in court procedure in Arbitrage courts and civil courts.
10. Bankruptcy and liquidation.
Both bankruptcy and liquidation take a long period of time and require lawyer's participation on every stage of these processes. Besides, qualified consulting support is necessary for taking optimal decisions in the process of liquidation or bankruptcy, and for participation in bankruptcy process on behalf of the bankrupt company or creditor.
Legal support of bankruptcy and liquidation includes the following consulting services:
- Participation on behalf of debtor or creditor on the creditors meetings and in court bankruptcy procedure;
- Comprehensive legal support of bankrupt procedure oê liquidation procedure;
- Legal advising in spheres of liquidation and bankruptcy, determining of legal risks for shareholders, and the ways to minimize such risks.