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Corporate

Our Corporate services span a wide range of issues:

MERGER & Acquisition (M&A) TRANSACTIONS

- we offer a full range of services in preparation and conduct of M&A projects at their every phase: participation negotiations at initial stages of the project; due diligence; structuring of transactions; comprehensive legal support in transactions from initial analysis to management rights transfer to the buyer.

DEBT RESTRUCTURING

- we assist companies in financial difficulty and their investors or creditors in out-of-court restructuring of debt and equity interests;

- reviewing and analyzing the debt and capital structure of the troubled company, assisting in negotiation and implementation of realistic debt restructuring plan;

- representation of Clients in negotiations with parties, including the debtor's competing creditors, equity holders, guarantors etc.

INSOLVENCY PROCEDURES

- representing interests of creditors during insolvency procedures;

- protecting debtor's interests during insolvency procedures;

- consulting insolvency officers on bankruptcy matters, complex legal support of insolvency procedures.

CORPORATE DISPUTES RESOLUTION

- development and implementation of legal structures protecting rights of companies and their shareholders from hostile takeover, including preventive measures and remedies for return to the status which existed before the violation of rights;

- development and implementation of legal defense structures for the Client in intra-corporate conflicts of interest (including defense in courts).

OPTIMIZATION OF CORPORATE STRUCTURES FOR COMPANIES AND HOLDINGS

- due diligence of the corporate structure;

- development and adoption of optimal legal and finance contractual structures for members of holding companies, optimization of holding groups. Optimization of the contractual structures allow the Client to:

* refine taxation;

* enhance control of Corporate governance;

* improve holding capitalization;

* prepare holding for IPO in Russian and foreign stock markets.

INCORPORATION AND REORGANIZATION OF LEGAL ENTITIES, LEGAL SUPPORT OF DAILY OPERATIONS

- advice on formation and reorganization of legal entities, including subsidiary companies of foreign corporations, foundation of foreign company offices and subsidiaries in Russia; draft and analysis of organization’s statutory documents; representation of Client interests with registering authorities;

- legal support of corporate governing body activity, including analysis of rights, preparation and conduct of shareholder (participant) meetings, board meetings;

- due diligence on corporate resolutions.

SECURITIES

- legal support of stock issues, including representation of issuers, drafting data reports for the issuer, recovery and maintenance of shareholder registry.

ANTIMONOPOLY / COMPETITION LAW

- legal support of antitrust & competition issues;

- legal support at all stages of obtaining/forwarding the obligatory approval/notification of antitrust authority during control of economic concentration;

- development of the legal position and representation of sector leaders in their disputes with antitrust authorities;

- regular compliance and clearance filings with the antimonopoly authorities in relation to acquisitions.

Within the scope of aforesaid expertise areas we provide legal services in areas of Client’s daily operations and comprehensive legal support of large projects.

     

 

 
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Recent Legal Updates

Russian

[31.07.2011] New Law on Procurement of Goods, Works and Services by Certain Categories of Legal Entitites (Federal Law No. 223-FZ)

[30.07.2011] Resolution of High Arbitration Court of Russia No. 54 On Immovable Property to be Built or Acquired in Future

[15.06.2011] Latest Amendments to the Federal Law On State Registration of Rights to Immovable Property and Transactions Involving Such Property (Federal Law No. 129-FZ)

[13.06.2011] New Federal Law Concerning the Licensing of Certain Types of Activity (Federal Law No. 99-FZ)

12.04.2010] Public Acess to Court Decisions in Russia (Federal Law No. 262-FZ)

[01.04.2010] Changes to Federal Law "On Personal Data" (Federal Law No. 363-FZ)

[16.02.2010] New Russian Law on Trade (Federal Law No. 381-FZ)

[27.01.2010] The Rates of State Duties for Legally Significant Actions Are Increased (Federal Law No. 374-FZ)

[25.01.2010] Significant Changes to Russian Corporate Law (Federal Law No. 352-FZ)

[22.01.2010] The Amendments Concerning to State Cadastre of Real estate and Registration of the Rights on Immovable Property (Federal Law No. 334-FZ)

[11.01.2010] Update On the List of Works Which Influence Upon the Safety of Capital Construction Facilities (Federal Law No. 352-FZ)

[22.12.2009] Reversal of Deadline For an Obligatory Re-registration of Charters of Limited Liability Companies (Federal Law No. 310-FZ)

[15.12.2009] New Russian Anti-Insider Trading and Market Manipulation Legislation (Federal Law No. 241-FZ)

[03.12.2009] Priority Registration of Domain Names in Cyrillic Domain .РФ (.RF)

[15.09.2009] Clarifications of the Supreme Arbitration Court of the Russian Federation on the Bankruptcy Law

[09.09.2009] Government of the Russian Federation Clarifies Instances Where Agreements Between Economic Entities Are Permissible (Resolution No. 583)

[03.09.2009] Important Changes in the Corporate Legislation (Federal Law No. 205-FZ)

[28.07.2009] Important Changes in the Antimonopoly Legislation (Federal Law No. 164-FZ)

[15.06.2009] Amendments to Federal Laws Governing Joint-Stock Companies and Securities Market

[05.05.2009] Amendment to the Bankruptcy Law (Federal Law No.73-FZ)

[09.03.2009] Changes in the Limited Liability Companies Legislation (Federal Law No.312-FZ)

[09.03.2009] Changes in Restructuring of Legal Entities Legislation (Federal Law No. 315-FZ)  

[09.03.2009] Amendments to the Protection of Legal Entities Rights During State Control Actions Legislation (Federal Law No. 294-FZ)

More Legal Updates

Publications & Articles

[22.03.2010] Protecting The Rights of Secured Creditor Upon Bankruptcy | Article | Magazine "Commercial Real Estate"

[04.03.2010] Control of Insider Trading Activities and Manipulation of Market | Article | Magazine "Securities Market"

[11.01.2010] General Contractor: From Regulation to Self Regulation | Article | Magazine "Corporate Lawyer"

[12.12.2009] International Law Firms Tend to Dominate the Russian Legal Market | Article | Magazine "Legal Business"

[24.11.2009] When a Residential Developer Goes Bankrupt It Can Mean Trouble for Participants in Shared Construction | Article | Magazine "Finans." 

[03.11.2009] Point of View: Good Faith is not the Panacea for Buyers of Land and Country Estate | Article | Vedomosti

[05.10.2009] Anti-crisis Debt Restructuring of Russian Companies | Article | Slon.RU

[29.07.2009] Amount of the Bankruptcy Cases Will Raise Up to 40 percents | Interview | "Sobstvennik"

[16.07.2009] Tax Authorities vs. Miel | RBC-Daily

[14.07.2009] Creditor Rights Protection | Article | magazine "Finans."

[09.07.2009] Law Synergy Comments London High Court Action by VTB bank vs. Chalva Tchigirinski | Reuters, BFM.Ru, Gazeta.Ru, Pravo.Ru

[06.07.2009] Participants in Shared  Construction vs. Developers (article) | Vedomosti

More Publications & Articles

Latest News

[20.01.2010] Managing Partner of Law Synergy will be presenting at a major conference, Insolvency and Bankruptcy in Russia, organised by C5 (29 January2010)

[06.05.2009] Managing Partner of Law Synergy participated in Workshop on Distressed Debt Russia and CIS organized by C5

[05.05.2009] Who’s Who. Leading Lawyers of Russia