Practice

Corporate law

Andrey Gorodissky & Partners represent major Russian and foreign companies which operate in various fields, such as oil extraction and processing, metallurgy, building, telecommunications and communications, TV and radio broadcasting, publishing business, pharmaceutics, automobile building, real estate, international trade, banking and securities, consumer goods manufacturing. Our lawyers represent clients in general meetings of shareholders and before management bodies of joint stock companies, resolve the matters of shareholders relations, represent shareholders before common courts and state commercial courts. One of the main objectives of our work is to create for our clients a stable system of contractual relations with business partners, ensuring protection of our clients' interests in various commercial and financial transactions. We devise corporate arrangements for setting up international holding companies and investment foundations with regard for foreign corporate and tax laws and double-taxation treaties.

International practice

The firm renders legal support to Russian and foreign companies in matters relating to investments, setting up and operation of joint ventures in Russia and abroad. We assist our clients in carrying out transnational transactions, implementation of investment projects, including acquisition of foreign companies and securities offerings at Western stock exchanges. The strong ties of our firm with leading attorneys' offices and law firms in different countries help us to secure our clients' interests in negotiating and performing international contracts that are governed by foreign laws.

Mergers and acquisitions

M&A transactions form an important part of the firm's practice. Our lawyers also advise clients on legal issues concerning reorganization (merger, division, appropriation), liquidation and acquisition of Russian and foreign companies. We offer our clients legal vehicles for purchase of controlling stock in Russian going concerns, conduct due diligence of target companies.

Capital markets

We provide advice regarding raising of funds and granting of loans for business development, investment project financing, purchase and lease of equipment; we also make preparations for financial leasing and project finance transactions and provide legal opinion letters on such transactions to leading world financial institutions. Our lawyers advise on the matters of obligatory disclosure and corporate governance, legal regulation of company operations and securities market, as well as structuring of transactions. Our advice to issuers and underwriters in connection with funds raising that is vital for the issuer and creates a precedent covers the entire range of transactions in capital markets.

Securities markets

In this area (one of the basic in the firm’s practice) we render a comprehensive legal support to Russian companies in initial public offerings of their stock (IPO) at foreign and Russian stock exchanges, as well as in preparation and placement of Russian companies' loan instruments, including issuing and offering of Eurobonds. We have a team of professionals with a unique experience of handling such highly complicated projects. We advise our clients on the matters of issuance, registration, sale and acquisition of different corporate securities, and represent them before state commercial (arbitrazh) courts in disputes relating to securities circulation

Business finance and banking

We provide advice regarding raising of funds and granting of loans for business development, investment project financing, purchase and lease of equipment; we also make preparations for financial leasing and project finance transactions, and provide legal opinion letters regarding such transactions to world-known financial institutions. We serve as outside counsel to a number of major Russian and foreign banks and other financial institutions in the matters of bank law, currency regulation, operations with securities. The firm renders legal assistance to its clients in connection with cross-border financing transactions and granting of credit facilities and loans (including multi-million loans in foreign currency from major foreign and international financial organizations and governmental agencies), i.a., provision of Russian law legal opinions, advice on various aspects of financing transactions, such as currency regulation, civil law matters, security of performance of obligations; due diligence of borrowers.

Investment. Building of Corporate Structures

We provide advice to investors regarding acquisition and setting up of companies, conduct due diligence of target companies, structure transactions and issue Russian law legal opinion letters; we advise clients wishing to set up Russian subsidiaries on the matters of corporate, antitrust, currency, tax, and civil law. Our firm has a department that efficiently handles, on a turn-key basis, the setting up and registration of companies of different legal forms (joint stock companies, limited liability companies, branches and representative offices), including those with partial or 100% foreign ownership, as well as accreditation and registration of representative offices and branches of foreign companies. The department also handles reorganization and liquidation of companies, liquidation of representative offices and branches. We routinely advise on the matters of observance and protection of shareholder rights, holding of shareholders meetings, issuance and placement of securities, actions and responsibilities of the board of directors and its relations with shareholders, prepare constitutive and internal documents of companies of different legal forms.

Taxation. Tax litigation

Taxation issues form one of the basic areas of the firm's practice. We advise on the matters of tax optimization and minimization, supply interpretation and clarification of current tax treatment, assist in out-of-court settlement of tax disputes and represent our clients before state commercial (arbitrazh) courts in disputes with tax authorities. Our clients acknowledge a big creative potential of our lawyers in the area of tax planning and resolution of complex tax disputes, including contestation of regulations and decisions of tax authorities. The firm’s lawyers have accumulated extensive experience in the matters of taxation of loans from foreign banks and companies to Russian businesses, the VAT and profit tax assessment in different fields: construction, advertising, investments, acquisition of property. We assist clients in structuring their investments in Russia from the point of view of optimization of tax burden on newly created holding structures, their financing and subsequent sale. We routinely advise on taxation of individuals, taxation of foreign legal entities, and handle registration with tax authorities.

Antitrust. Competition.

The firm has been dealing with the matters of antitrust regulation and competition for over 16 years. The work in this area includes, apart from counseling assistance, filing for prior approvals and subsequent notification of anti-monopoly authorities in connection with acquisition by foreign and Russian investors of voting stock (shares) in Russian companies, purchase by foreign investors of stock in foreign companies having controlling interest in Russian companies, acquisition of property of Russian companies, representation of clients before the Federal Anti-Monopoly Service (the “FAS”) and courts in the contestation of actions (inaction) of anti-monopoly authorities (their officers), decisions and directions of the FAS.

Civil law. Contractual practice

The firm advises its clients on a broad range of matters relating to making and performance of various transactions, contracts and agreements in connection with commercial activity, including cross-border transactions, and on the specifics and procedure for execution of civil-law contracts. We review, draft and negotiate commercial contracts, and follow up their performance. Our lawyers have deep knowledge and considerable experience of commercial activity organization, handling of securities IPO, negotiation of joint ventures, handling of mergers and acquisitions, counseling on antitrust regulation compliance, negotiation of project financing, leasing financing and other financial arrangements. Our clients operate in various branches of economy, including automobile building, metallurgy, construction, informatics and computer technology, pharmaceutics, oil & gas, telecommunications, banking, investment and trade sectors, manufacture of consumer goods. The firm’s lawyers have been invited to act as counsel in the drafting of decisions, regulations and laws on various aspects of state policy, among them the Law on Foreign Trade, the Civil Code (provisions on private international law), the State Immunity Act, the Trademark Law (our patent attorney was in the team of the State Duma Committee experts working on amendments to the Trademark Law of 2002 and drafted several articles).

Customs regulation. Customs disputes. Cross-border transactions

We advise on the matters of customs law, customs regulation compliance, customs tariffs, classification of goods for cross-border transportation, assist in safeguarding the rights and lawful interests of importers and exporters, and represent clients in court disputes over regulations and decisions of customs authorities. We also draft and negotiate foreign trade contracts.

Construction and real estate

Since the time of its foundation, the firm has been advising clients on the matters of real estate, such as purchase and sale of land and buildings, construction and improvement of immovable property. The firms’ lawyers conduct legal examination of rights to immovable property and land plots, negotiate complex leases of trade and office areas, provide advice on the matters of state registration of rights to and transactions with real estate, and protection of title to real estate. Our lawyers have extensive experience of handling projects for construction of industrial, office and residential buildings and complexes. Apart from drafting of contracts, the work includes elaboration of a project financing structure, setting up of appropriate corporate entities, and regulation of the investor-contractor relationship. On a regular basis, we handle sale and purchase of real estate in Moscow and in other regions of Russia. The firm’s lawyers conduct expert examination of the legal status of real estate, expert examination of documents in transactions with residential premises; structure contractual relations in connection with design and construction of non-residential premises; represent investors in the construction of buildings in Moscow and Moscow Region, draft investment contracts, contracts with general contractor, contacts with engineering companies and specialized organizations for laying utilities lines.

Subsoil use

The matters of subsoil use, such as prospecting, extraction and sale of oil and gas, form a significant part of the firm’s practice. In this area we provide advice regarding licensing requirements, participation in tenders and auctions, relations with local authorities, rational use of natural resources, protection of environment, etc.

Metal manufacture and minerals sector

During the past 10 years the firm has been acting as strategic legal counsel of the leading Russian iron and steel works in its operations in Russia and abroad. Our work for clients operating in the metal manufacture and minerals sector includes structuring and documenting of securities issue projects, assistance in the initial public offerings of securities, negotiation of international joint ventures and transnational mergers and acquisitions, counseling on the matters of antitrust regulation compliance and foreign trade, negotiation of project finance and other arrangements, negotiation of contracts for raw materials extraction, preparation of documents for participation in tenders and auctions, representation of clients in court proceedings.

Land law

We assist clients in solving complicated matters of land reservation, seizure, privatization and rezoning, formalization of rights to land plots not subject to privatization, and assess prospects of land plots use. The firm’s lawyers render comprehensive support in investment projects, including elaboration of financing arrangements, drafting of agreements and contracts protecting the interests of investor, expert examination of assets for the purpose of risk assessment and determination of their value, expert examination in connection with the transfer of right to use land, examination of documents in transactions with land, including agricultural land, buildings, residential premises (sale, purchase, lease), provision of legal opinion on various matters of land use and disposition, including the matters of circulation of agricultural land.

Business aviation

The firm’s lawyers represent clients in negotiations on purchase of various types of business jets manufactured by Embraer, Bombardier, Boeing, Airbus, Dassault (Falcon) and other world leaders in the area of aircraft building, draft and negotiate agreements for management and operation of purchased jets with aircraft operators from UK, Switzerland, Austria, Latvia and Russia, and give legal support in the process of acceptance and registration of jets.

Telecommunications and mass media

Our client base numbers major publishing holdings, independent TV and radio companies, and telecommunication companies (operators and equipment manufacturers) to whom we render advice on the matters of, inter alia, state regulation and control in the relevant fields. Our work for clients in the telecommunications sector also includes support to corporate transactions, protection of intellectual property rights, restructuring of business, representation in court and arbitration proceedings. We serve major innovation companies operating in the TV and radio broadcasting, press, publishing, advertising, public relations, and marketing. To them we render legal support in mergers and acquisitions, joint ventures, operations in the capital markets, and provide advice on antitrust regulation.

Advertising

The firm’s lawyers review and draft advertising agreements, review commercial and political advertisements (written, modular, TV commercials) in the printed and electronic mass media, radio and TV, outdoor advertisements, etc. We provide legal support at all stages of advertisement production, represent clients before the Federal Anti-Monopoly Service and in court in connection with false advertising and unfair competition in advertising.

Intellectual property

We have broad experience of handling intellectual property matters, such as copyright, commercial secrets and trademarks. The firm has an in-house patent attorney (trademarks) who assists clients in registration of trademarks. Clients doing business in different areas, such as banking, telecommunications, information technologies, electronic commerce, computers and software, manufacture of consumer goods, mass media, pharmaceutics, and processing industry seek our advice on vital matters of intellectual property rights. We provide the whole range of legal services on protection (in court or otherwise), use and acquisition of all kinds of intellectual property. We assess risks arising in connection with intellectual property rights and help to manage such risks, develop branding and licensing strategies. Our expertise in corporate, financial, tax, and antitrust matters supplements our work in the intellectual property area and enables us to offer comprehensive and integrated services, foresee and satisfy diverse needs of our clients.

Trademarks: registration, protection, litigation

The firm’s in-house patent attorney (trademarks) counsels on the matters of trademark design, conducts availability searches, prepares applications for trademark registration and represents trademark owners before the Patent and Trademark Office, prepares and files objections, handles recordation of trademark license agreements and trademark assignment agreements. We safeguard the rights of our clients in trademark disputes and represent them before the Chamber for Patent Disputes of the Russian Patent and Trademark Office in matters connected with wrongful registration of trademarks. We also represent trademark owners before customs authorities in connection with appearance of counterfeit products in the Russian markets. Our lawyers draft license agreements with respect to software, inventions, know-how, and trademarks, including franchise agreements.

Labor and employment

Our lawyers routinely advise corporate clients on the matters of entering into, performance and termination of employment contracts, employer’s internal documentation, building of an effective employer-employee relationship, legal aspects of labor protection, and represent employers before courts in connection with labor disputes. We also advise on the matters of obtainment of work permits for expatriates.

Consumer rights

The firm’s lawyers provide advice on the matters of requirements to labeling, safety of products, application of standards and technical rules; use of food additives and permitted components, genetically modified components; requirements to packaging; distribution and sale of products in Russia and CIS; resolution of conflicts with consumers; advice in connection with consumer rights compliance inspections by governmental authorities. We provide advice on and handle defamation, false advertising, and consumer rights infringement cases before the Federal Anti-Monopoly Service and in court.

Defamation

Our lawyers have extensive experience of preparation for and handling of defamation claims, claims for compensation of moral harm and damages in common courts and in state commercial courts.

Data protection. Personal data

The lawyers of the firm provide advice on all matters of data and personal data protection, including information and personal data being received and distributed via Internet, processing of personal data. They provide legal opinion regarding protection of intellectual property and copyrights, and represent clients in court and before administrative authorities in connection with infringement of copyrights.

Litigation. Arbitration

The attorneys of the firm represent clients before common courts, state commercial courts and in domestic arbitration in connection with tax, intellectual property, labor disputes, in bankruptcy proceedings, and in corporate and commercial disputes in the telecommunications, metallurgy, aircraft building, machine building, energy, railway transport, oil and gas, banking, and other sectors. Our attorneys handle cases in the courts of Moscow and other cities of the Russian Federation.

Bankruptcy

Our lawyers advise on the matters of bankruptcy and debt restructuring, represent stockholders or shareholders of companies involved in bankruptcy proceedings, and handle acquisition of bankrupt companies’ assets.

International commercial arbitration

A separate area of the firm's practice is the representation of clients in international commercial arbitration, both institutional and ad hoc. In this area the firm has accumulated broad experience of serving Russian and foreign clients. The firm handles, on a regular basis, cases in the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation, in Stockholm, Zurich, Vienna, London and Paris.

Private international law

The firm’s lawyers routinely counsel on the matters of cross-border transactions, such as localization of foreign contracts, enforceability, governing law and jurisdiction, provide legal support in transnational acquisitions of property and/or business (in concert with foreign law firms).