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Corporate services
We are a respected and highly experienced global Corporate and M&A practice. We advise clients on public and private M&A, disposals, demergers, joint ventures, restructurings, corporate governance and regulatory compliance, with a particular focus on complex, cross-border transactions.
Our clients know us as an ambitious, creative and enterprising team of individuals who think differently and embrace the most complex and cutting-edge commercial ventures.

We find innovative new ways to deliver our services and exceed expectations on private M&A, equity capital markets, private equity, joint ventures and commercial partnerships, disposals and corporate reorganisations.

Moreover, we work hand-in-hand with banking and finance, capital markets and litigation teams to cover the full spectrum of corporate law advice and ensure a level of service and quality of advice that international legal firms can match on a global scale.
One of our core competencies is a comprehensive support of M&A transactions, corporate restructuring and special situations projects. Our competitive advantage comes from practical many years’ experience in acquisition, disposal and turnaround of distressed assets in Russia and CIS.
Within M&A advisory we provide full deal management and support for buy-side and sell-side mandates, including drafting deal strategy, coordination of negotiation and due diligence process, financial, legal and tax structuring in various jurisdictions, negotiations with prospective lenders for acquisition finance.

Driven by our clients’ needs, we combine English and Russian local law expertise within one single, integrated firm.

Common forms of business structures
for foreign investors

Russian legislation provides for several types of business structure, of which the most commonly used are limited liability companies, joint-stock companies, representative offices and branches.

Our lawyers have prepared a special guide for international investors with a full description of the most popular forms of doing business in Russia and detailed explanation how to promote foreign investments in Russia. We will be happy to help you and your business achieve success in the rapidly developing Russian market.

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How we can help
We combine current best practices with pragmatic analysis, drawing upon our shared skills and experience to help clients solve a broad range of issues, from routine governance questions to the most sensitive situations

  • Turnkey Business Incorporation
    We carry out registration of all forms of business, as well as help resolve issues with providing a legal address, office, accounting support and staff hiring.
  • Shareholder agreements
    Drafting and analysing business sale and purchase agreements, shareholder agreements (options, shareholder agreements) and other related documents;
  • Mergers and acquisitions (М&A) in Russia
    • Comprehensive advice on sale and purchase of business;
    • Comprehensive transaction support to foreign investors in Russia and Russian clients abroad;
    • Represent buyers and sellers under M&A transactions;
    • Perform comprehensive legal due diligence;
    • Create a transaction risk matrix;
    • Develop a legal structure for the transaction;
    • Develop a plan and schedule for conducting and closing the transaction, negotiate terms and conditions/ memorandum of understanding (terms sheets, MoU, LOI);
    • Prepare a complete package of transaction documents (share sale and purchase agreements, disclosure letters, etc.);
    • Act on conducting and closing transaction, recording performance of assumed obligations.
  • Set up and act on consortiums and JV
    • Develop the JV’s legal structure taking intra-group requirements of the participants into account;
    • Develop a plan to set up a JV, including an algorithm and measures to obtain approvals from regulatory agencies and creditors;
    • Prepare package of documents required to set up a JV and conduct its business (agreements on formation/establishment, incorporation documents, shareholder agreements (SA), put/call options etc.);
    • Legal advice on setting up a JV and establishing corporate management procedures for the JV (local management and supervision regulations, etc.);
    • Issues related to becoming a member of the JV management body;
  • Restructuring
    • Develop a targeted corporate plan to restructure companies or a group of companies;
    • Develop a detailed flowchart for restructuring, and justification for proposed solutions;
    • Generate a new corporate structure, and optimize the corporate management system;
    • Support the transfer of company assets and obligations to a new structure;
    • Prepare documents of incorporation and corporate resolutions/approvals;
  • Legal risk management
    • Evaluate and manage risks in M&A transactions, financial transactions and business restructuring;
    • Make recommendations;
    • Risks chart of statutory regulation, covenant and default position risks;
    • Comprehensive legal due diligence;
    • Build the corporate management system in accordance with investor requirements;
    • Ensure compliance with the requirements of regulatory agencies;
  • Bank lending and corporate borrowing
    • Act on any financial or credit transactions
    • Preparatory documentation: term sheets, mandate letters, etc;
    • Develop the transaction’s legal structure taking the proposed collateral into account;
    • Prepare loan and collateral documentation and legal opinions;
    • Participate in negotiations, legal advice on how to conduct corporate events;
    • Advice on procedures for conducting and closing of transactions;
  • Anti-corruption legislation compliance
    • Introduce mechanisms into the corporate procedures system that target compliance with requirements of Russian and foreign legislation (FCPA, UKBA);
    • Develop and provide legal advice on issues regarding in-house anti-corruption control systems taking international legislation into account;
    • Legal advice on introduction in the company system of in-house communication regarding observed violations (hot line);
    • Legal advice on issues regarding the vetting of counterparties for business integrity (compliance due diligence);
We can call you back
If we can be of any further assistance, please let us know
or call us +7 495 764 40 12
If you are an active client, please get in touch with your usual Jurmatrix contact directly.

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