Projects

Corporate law (M&A):

  • Legal support for the seller in a transaction on a sea port and oil transshipment business sale in the north-west of Russia
    Legal support for the seller in a transaction on a sea port and oil transshipment business sale in the north-west of Russia. The business had international structure. Our contribution to the project comprised of: - transaction structuring;
    - preparation and coordination with the buyer's consultants of all the agreements supporting the transaction including: the term sheet, confidential and exclusivity agreement,
    - share purchase agreement, etc.;
    - arrangement of settlements between the parties using a leading Swiss bank as an escrow agent;
    - contributing to the closing transaction (the transfer of the company share ownership to the buyer) in Holland and Switzerland.
  • Structuring of a client’s business of the production and sale of fire-protection equipment
    Structuring of a client’s business of the production and sale of fire-protection equipment into a holding structure for the purposes of more effective management of the business as well as to attract a strategic investor or issue bonds.
  • Representing the Buyer's interests in a transaction on share acquisitions in a bank listed among the Russian top twenty banks
    Representing the Buyer's interests in a transaction on share acquisitions in a bank listed among the Russian top twenty banks, including: carrying out legal due diligence, identifying the existing legal risks for the buyer, contributing to the transaction structuring, participation in the preparation and coordination of decisions supporting the transaction, etc.
    The bank’s share value was worth 2 bln. US dollars.
    Our legal due diligence report served as a basis for a positive decision made by the credit committee of the bank, funding the transaction.
  • Legal support in the transaction under which a Russian bank obtained funds from NATEXIS
    Legal support in the transaction under which a Russian bank obtained funds from NATEXIS, bank, France, the funds to acquire production equipment from a French manufacturer under the security of the French government for a packing factory in Russia. Our client was a lessee of the equipment acquired from a foreign counterpart by the lessor, a subsidiary of the Russian bank funding the transaction.
  • Legal due diligence on a client’s business - the largest Russian mineral water producer
    Legal due diligence on a client’s business - the largest Russian mineral water producer, recommendations on business restructuring and proper documentation of the ownership structure to increase the business value and, thereafter, attract financing from international banking institutions (EBRD).
  • Legal due diligence on a group of companies, members of a major Russian port structure in the south of Russia
    Legal due diligence on a group of companies, members of a major Russian port structure in the south of Russia, to optimize the group structure and enhance its investment attraction in anticipation of the company IPO. Among other tasks, the project’s scope included: analysis of the legal risks associated with the business of the group companies and with the status of the primary (economically significant) assets. The ways to minimize and eliminate such risks were proposed along with the recommendations as to the group’s further development strategy options and selection of the group’s legal management framework and organizational structure.

Dispute resolution:

  • The Constitutional Court of Russia
    Representing the interests of American investors in the RF Constitutional Court.In accordance with our individual constitutional appeal, the Constitutional Court of Russia adjudged Clause 104 p.4 of the Federal Law «On Bankruptcy», where the scope of assets to be excluded from the bankruptcy estate is defined (Resolution No.8-П dated 16 May 2000) contradictory to the RF Constitution.

    In its resolution, the RF Constitutional Court for the first time referred to Protocol No.1 of the Convention for the Protection of Human Rights and Fundamental Freedoms, as well as to the practice of the European Court of Human Rights. Our client's constitutional rights were protected.
  • Representing the interests of a majority shareholder
    International commercial arbitration, foreign judicial authorities Representing the interests of a majority shareholder – a Russian large agro-industrial holding company – in a dispute between the shareholders over the shareholders agreement under Cyprus law. Under the shareholders agreement a French minority shareholder controlled a meat production business, located in Russia.

    The dispute was settled in the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration investigation of our client's claim and the opponent's counter-claim resulted in the opponent almost fully abandoning claims exceeding Euro 150 mln. The parties reached an amicable agreement under which the control over the business passed to our client.
  • Representation of a Russian hotel's interests in the Arbitration Institute
    Representation of a Russian hotel's interests in the Arbitration Institute of the Stockholm Chamber of Commerce against an Italian supplier. After initiation of the proceedings and exchange of the arguments with the Italian defendant firm that supplied a set of poor quality furniture to the hotel, the defendant admitted the claim and paid the claimed sum to the claimant in full. To prove that the furniture was of poor quality, an expert examination was carried out with the assistance of a leading Swiss institute.
  • Representation of the interests of a Turkish company
    Representation of the interests of a Turkish company, as the freight owner, at the RF Marine Arbitration Committee under a legal action for the recovery of losses incurred due to the freight damage. The claims were satisfied in full.
  • Representation of the interests of a claimant – a major Russian potash
    Representation of the interests of a claimant – a major Russian potash fertilizer producer – in the International Commercial Arbitration Tribunal at the RF Chamber of Commerce and Industry under a legal action for recovery of debt for goods supplied from the counterparty. The claims were satisfied in full.
  • Participation in proceedings on the defendant's side jointly with our
    Participation in proceedings on the defendant's side jointly with our English colleagues chosen by the client at our suggestion, at the High Court of Justice of England and Wales Chancery Division. The dispute arose over the shares of an English company owning assets in Russia. A number of sessions and the exchange of arguments between lawyers resulted in the claimant abandoning its claims and reimbursing the defendant's expenses in full including lawyer's fees.
  • Judicial protection of ENERGOPLAN, a Slovenian company working as the constructor
    Judicial protection of ENERGOPLAN, a Slovenian company working as the constructor on a civil construction contract to build a hotel in Saint-Petersburg. As a result of an amicable agreement between the customer and contractor, the sum of the contractor's claims to the customer was reduced 10 times.
  • Representation of the client interests in Russian judicial authorities
    Representation of the interests of Stankoimport JSC as a defendant in the Moscow Court of Arbitration under a legal action of Moskvich JSC for the recovery of damages to the amount of USD 121 mln. The legal proceedings involved investigating gross deliveries of equipment to the USSR within 1989 – 1991.The action was rejected in full.
  • Representing the interests of CHEMOPOL, a major Czech pharmaceutical company as the claimant
    Representing the interests of CHEMOPOL, a major Czech pharmaceutical company as the claimant, in a case of debt recovery for supplied goods including interest for using funds from the Russian counterparty PHARMIMEX JSC. The claims were satisfied in full.

    In the course of those proceedings, the defendant refused to comply voluntarily with the judicial act, which resulted in enforced recovery with the assistance of bailiffs.

    In this case, we also appealed against the bailiff’s refusal to cash the check for the claimant’s representative under a power of attorney. As the claimant had no settlement account in Russia, he received the recovered funds through a representative under a power of attorney. The court bailiff refused to cash the check for the representative.

    The legal proceedings resulted in the court obliging the Moscow court usher service department No. 1 to give out the recovered cash to the representative under a power of attorney.
  • Judicial protection of a contractor against losses resulting from damage
    Judicial protection of a contractor against losses resulting from damage cause by the contractor when erecting the RF Sberbank building in the City of Sochi.

    Tax disputes As a result of appealing against the tax inspectorate resolution made with respect to our client, the decision to make him responsible for over 35 mln. Rubles of unpaid tax was adjudged illegitimate, and the tax deduction for VAT paid at the customs office when importing the goods was held lawful.

    Criminal cases Representing the interests of American businessmen, as the injured party, in the case of fraud committed by their Russian partner. The case resulted in a conviction.
  • Representing a citizen of Croatia in a criminal proceeding
    Representing a citizen of Croatia in a criminal proceeding as a defendant accused of smuggling. The court adjudged acquitted him on the grounds of remorse.

    Corporate disputes Participation in preparing a state-owned enterprise in the Moscow Region for privatization, including participation in legal proceedings with the enterprise’s former management as regards illegal asset stripping.
  • Legal support for the actions of OJSC «Krasny Oktiabr» in the context of the purchase
    Legal support for the actions of OJSC «Krasny Oktiabr» in the context of the purchase of the controlling share of the entity by a major Russian investor. Structuring and realization of the agreements between the parties to the transactions, annual and extraordinary general meetings of the shareholders.
  • Protection of rights of the ROSTA Pharmaceutical Group as a minority shareholder
    Protection of rights of the ROSTA Pharmaceutical Group as a minority shareholder. Development of strategy, organizing negotiations, structuring and legal support to help the minority shareholder to withdraw from the business at a fair value.

Real estate and construction:

  • Acquisition of a large (60 mln. USD worth) retail property
    Acquisition of a large (60 mln. USD worth) retail property in the centre of Moscow, including creation of the deal structure, settlement of accounts and subsequent legal support of the buyer’s activities.
  • Advice to a large Russian logistics company on the conclusion
    Advice to a large Russian logistics company on the conclusion of long-term leasing transactions for warehousing in the Moscow region.
  • Termination of a preliminary lease contract for commercial
    Termination of a preliminary lease contract for commercial real estate between our client and «DS Invest» JSC (Don Stroy). Recovery of the security deposit paid in advance (USD 1mln) and fine for breach of contract conditions. A fine was imposed at 100% of the total of the security deposit.
  • Successful outcome in the Arbitration Court of Moscow Region
    Successful outcome in the Arbitration Court of Moscow Region in the decision on the administration of one of the districts in the Moscow region on the refusal to register of our client’s ownership right to the land plot for the construction of a hotel and restaurant complex. The decision was found unlawful and was cancelled.

    The court obliged the administration to sign the contract for the sale and purchase of plot of land.
  • Westside Advisors has extensive litigation skills for the
    Westside Advisors has extensive litigation skills for the protection of ownership and other rights, including in vindication and negatory actions, actions for the declaration of rights to real estate.

Intellectual property:


Legal Support of Business: