Projects

Following are the most important projects undertaken by the lawyers of the firm:

Capital markets

For many years we have regularly represented major Russian companies in connection with the issue and offering of shares, global depositary receipts (GDR), eurobonds, American depositary receipts (ADR) for the aggregate amount of over USD 9,240,000,000. In particular, we represented the following companies:

Client	Issue type	Issue amount
United Company RUSAL Limited	Shares and GDRs	$2,240,000,000
Novorossiysk Commersial Sea Port, PJSC	GDRs	$840,000,000
Magnitogorsk Iron & Steel Works, OJSC	Shares and GDRs	$1,126,000,000
Cheliabinsk Zinc Plant	OJSC Shares and GDRs	$323,610,000
AFK Sistema	OJSC ADRs	$1,556,828,550
MTS, OJSC	Eurobonds	$400,000,000
MTS, OJSC	Eurobonds	$400,000,000
MTS, OJSC	Eurobonds	$300,000,000
AFK Sistema, OJSC	Eurobonds	$350,000,000
Wimm-Bill-Dann Foodstuffs, OJSC	Eurobonds	$150,000,000
Magnitogorsk Iron & Steel Works, OJSC	Eurobonds	€300,000,000
Magnitogorsk Iron & Steel Works, OJSC	Eurobonds	€100.000.000
MTS, OJSC	Eurobonds	$50,000,000
Wimm-Bill-Dann Foodstuffs, OJSC	ADRs	$166,000,000
MTS, OJSC	Eurobonds	$250,000,000
MTS, OJSC	ADRs	$349,000,000

The work involved: provision of Russian law legal opinions for underwriters, the London Stock Exchange and the New York Stock Exchange (the work also included due diligence of the issuers and their subsidiaries; review of the relevant agreements and documents for compliance with Russian law; editing of prospectuses and registration statements to the extent of Russian corporate, currency, and tax law, to be submitted to the UK Listing Authority, the U.S. Security and Exchange Commission and underwriters).

Mergers and acquisitions

Acquisition of a Russian independent coal company by a big Russian enterprise (capitalization of the target company – over $1.5 billion);
Acquisition of a Pakistani iron & steel works by a Russian enterprise for $362 million.
Representation of a Russian iron and steel works in the purchase of stock in a Turkish company for joint construction and operation of a metallurgical complex in Turkey (the project value $1.2 billion).
Representation of a Russian iron and steel works in the purchase of a big stake in an Australian mining company (capitalization of the target company – over $13 billion).
Representation of a Russian steel manufacturer in the setting up of a joint company for management of the controlling stock of a trade seaport.
Representation of an international investor in the $25 million acquisition of a fish plant.
Representation of a big British mining company in the $100 million acquisition of shares in three Russian producers of raw material for non-ferrous metallurgy.
Representation of an international financial institution in connection with the $15 million acquisition of 10% of common stock in a Russian metallurgical plant.
Representation of international equity sponsors in the $20 million acquisition of a pharmaceutical company.
Representation of the majority shareholder of a big construction materials manufacturer in connection with a hostile takeover initiated by competitors (the takeover was aborted thanks to the suggested protection concept).
Sale of a telecommunications company located in the south of Russia to the leading Russian cellular telecom operator for $170 million.
Sale of a big Russian developer for $200 million.
Representation of and advice to a foreign investor in connection with the $50 million acquisition of the assets of a bankrupt pulp and paper mill in Leningrad Region.
Involvement in the preparation of a merger of two Russian biggest smelters (the aggregate amount of transaction $6 billion).
Sale of a $350 million stake in the foreign owner of a construction holding company.
Sale of a $120 million stake in the foreign company owning a seaport.
Representation of a major Western European auto mobile manufacturer in a $200 million (according to initial assessment) investment in a JV with a Russian leading automobile company.
Sale of a $200 million stake (20%) in the construction company that invested up to $2 billion in the building of a multifunctional business center in Moscow.
Representation of the buyer in the $25 million acquisition of shares (92%) in a plant manufacturing products for the automobile industry.
Representation of the seller in the $85 million acquisition of shares in a foreign company owning real estate in Moscow and Moscow Region.

Corporate matters

Counseling and representation on an ongoing basis of: a major U.S. manufacturer of perfumery products; a leading U.S. manufacturer of cigarettes and tobacco products; a well-known U.S. manufacturer of fashionable clothing; a major U.S. producer of software and its Russian subsidiary.
Involvement in restructuring a number of companies in the fuel & energy sector, and in drafting a package of agreements for sale of the companies' stock and joint management of the group of companies by the investors.
Assistance to a leading Canadian mining company in connection with establishing a presence in Russia and assessment of potential ventures.
Representation of and advice on a regular basis to a major Russian publishing holding company on the matters of structuring of corporate activities, and acquisition and sale of independent publishing houses.
Assistance to a major Russian industrial and financial holding in the restructuring of one of its main enterprises.
Creation of the corporate structure of a major Russian trade company.
Corporate restructuring of the investment division of a major Russian industrial group.
Corporate restructuring of a big Russian developer.

Investments

Representation of a major foreign heavy-engineering corporation in connection with the setting up in Russia of a $26 million joint venture for manufacturing electrical equipment, and with management and funding of the JV operations.
Representation of a major international bank in connection with the setting up in Russia of an over $35 million joint venture for provision of warehousing services, and with management and funding of the JV operations.
Legal support to a leading European company in the $200 investment in the construction of a confectionery factory.
Representation of a foreign investor in connection with the setting up in Russia of an over $20 million joint venture for transportation services, and with management of the JV.
Involvement in the investment projects of foreign companies for setting up Russian subsidiaries and joint ventures, including a Russian-Finnish JV for manufacture of construction materials and a Russian-Canadian JV for manufacture and sale of oil transportation equipment.
Legal support to a major Russian production company in setting up $30 million joint ventures in the CIS countries.
Legal support in the performance of contracts for delivery of oil transportation equipment to a major U.S. machine-building corporation under the Sakhalin Production Sharing Agreement.
Legal support in the performance of contracts for delivery by a big Canadian company to Russia of technologies in the metallurgical and other sectors.
Legal support to a major investment project for building an optic fiber communication network by Russian, German and other foreign companies; and to a project on joint use by the Russian and U.S. companies of he satellite communication.
Assistance and advice to a world leading software manufacturer in connection with preparation of license agreements localized for Russia.
Involvement in legal support to a biggest U.S. oil corporation and a leading Russian oil company in the setting up of a joint venture.
Advice to a major U.S. telecommunication company on setting up an educational institution in Russia.
Representation of and advice to prominent Western producers of foodstuffs and health-food products in commercial and investment operations in Russia.
Representation of and advice to a leading independent Russian TV broadcasting company, including assistance in negotiations with a major transnational TV broadcasting company regarding purchase of participatory shares.
Advice to a leading U.S. denim-wear manufacturer famous worldwide for its trademark on the matters of investment in Russia.
Representation of and advice to a North-American manufacturer of equipment for oil sector in connection with investments in Russia.
Advice to five major Russian commercial banks on current matters, investment projects and diversification of activities, and a prominent U.S. bank on banking, currency, securities and other Russian law matters.
Representation of and advice on an ongoing basis to a large aluminum smelter in Siberia in the negotiations with a leading American aluminum corporation on a joint investment project.
Representation of and advice to a leading Korean manufacturer of electronic and communication equipment on the matters of investment in Russia.
Representation of a leading Japanese company in connection with a major oil and gas development project (estimated to require total foreign investment of $8 to $10 billion) in the Russian Far East (in concert with Debevoise & Plimpton).
Representation of a major Italian automobile manufacturer in the setting up of a joint venture with a Russian partner.
Assistance to a large U.S. oil company in connection with a proposed production sharing agreement for an oil and gas development project in the Russian Far East; assistance to the same oil company in connection with various legal matters in Russia (in concert with Debevoise & Plimpton).
Representation in Russia of a leading West European pharmaceutical company which produces a world-known medication.
Representation of and assistance to a world leading credit card company in connection with its business operations in Russia.
Advice and assistance to a major manufacturer of the worldwide known confectionery products in the implementation of investment projects in Russia.

Labor law matters

Representation of and advice to the Russian subsidiary of a major U.S. software producer on the matters of termination of employees on the employer’s initiative.
Representation of a major U.S. financial corporation and a major U.S. manufacturer of perfumery products in court proceedings initiated by former employees.
Representation of clients in the amicable settlement of disputes with former employees.

Litigation / international commercial arbitration

Representation of a major Russian non-ferrous metals producer in four lawsuits brought by a minority shareholder in the course of reorganization of the company (all disputes were resolved in favor of the client).
Representation of a major Russian aluminum smelter in its disputes with a group of foreign companies, which involved preparation of documents for a number of court proceedings both in Russia and abroad, handling of negotiations, and drafting of documents for a global settlement.
Representation of a group of stockholders of a major Russian steel manufacturer in court and arbitration proceedings relating to stock ownership.
Advice to and participation in court proceedings on behalf of a world major computer manufacturer.
Representation of a major Swiss trade company before the International Commercial Arbitration Court at the RF Chamber of Commerce and Industry in proceedings initiated by a Russian steel manufacturer.
Representation of a Russian confectionery factory before the International Arbitration Court of the Austrian Federal Chamber of Economy in connection with a claim brought by a German manufacturer of equipment.
Representation of a major U.S. oil company in its claim against a Russian oil company considered by arbitration in Stockholm.
Representation of a Moscow developer in its claims against the Moscow Government regarding land ownership.
Representation of clients in court disputes with tax authorities (10 successful cases with the total amount of claims $30 million over the past few years);
Representation of the client in a court dispute over the counterparty’s default under the loan agreement, the claimed amount being approximately $20 million;
Defense of a major U.S. financial company, a perfumery products manufacturer, a pharmaceutical company, and a producer of software in court proceedings initiated by former employees;
Defense of one of the biggest Russian registrars in connection with the claims brought by shareholders against the register holder;
Representation of the winner of a tender for the government delivery contract in connection with a claim challenging the tender;
Representation of a major German automobile manufacturer, a major Korean manufacturer of electronic and communication equipment, and big Russian construction companies in court disputes with consumers;
Representation of clients contesting the departmental regulations, actions and inaction of governmental authorities.

Trademarks

Drafting of trademark license agreements for major U.S. corporations.
Advice to a major U.S. bank and its Russian subsidiary regarding protection and registration of trademarks, contractual relations, issuance of and operations with credit cards.
Assistance to West-European manufacturers of computers and pharmaceutical products in protection of their interests as owners of trademarks registered in Russia.
Representation of a major manufacturer of antiviral software in a lawsuit against the infringer of its trademark rights.
Representation of a major Italian coffee company in court disputes over infringement of trademark rights.
Representation of a major French manufacturer of computer equipment in a claim against an infringer of its trademark rights.
Advice and support to a major European manufacturer of confectionery in opposing the importation to Russia of counterfeit products bearing the manufacturer’s trademark.
Advice and support to a world leading manufacturer of cigarettes in opposing the manufacture of counterfeit products in Russia.
Representation of major Italian manufacturers of alcoholic products in safeguarding their rights to trademarks registered in Russia.
Involvement in representation of a big Russian distillery in safeguarding its rights to trademarks.
Legal support to a big Russian distillery in negotiating a trademark license agreement with the owner of trademarks.
Legal support to a U.S. chain of restaurants in negotiating a franchise agreement with Russian partners.

Bankruptcy

Representation of and assistance to a foreign creditor in connection with recovery of the debt owed by a bankrupt chemical fiber plant.
Representation of and assistance to the foreign shareholder of a large Moscow bus plant in the course of bankruptcy proceedings.
Advice to the foreign shareholder of an oil processing plant in the course of bankruptcy proceedings.
Assistance and advice to a foreign investor in connection with acquisition of the assets of a bankrupt West-Siberian manufacturer of weaving machinery.
Representation of a Swiss and a British companies in connection with the acquisition of bankrupt enterprises' property.

Real estate and construction

Representation of and advice to Austrian, Turkish, Norwegian, German and Israelite construction companies in connection with purchase, development and reconstruction/refurbishment of real estate in Moscow.
Assistance to and representation of the Moscow Government agent for the development of a major Moscow property in its dispute with a foreign investor; structuring of a contract-based settlement.
Advice to a big developer in the Moscow Region on the matters of purchase of land plots, building and sale of cottages.
Representation of investors in the implementation of the project for construction of a major real estate property in Moscow-City.
Representation of investors in the implementation of the project for reconstruction of a major Moscow hotel.
Representation of a big European company in the acquisition of land in the Vladimir Region and construction of a plant.
Advice to a big Russian company on the matters of a contract for construction of a plant in St. Petersburg.
Advice to a Moscow developer regarding an investment agreement with the Moscow Government for construction of a unique architectural complex.

Financing

Representation of the borrowers (a Russian bank and a Russian leasing company) in connection with a $40 million loan and a $10 million loan respectively from an international bank.
Representation of a U.S. financial corporation in connection with loans for the total over $50 million Russian production companyes and banks.
Representation of a major international financial corporation in connection with a $10 million loan to a group of Russian telecommunication companies and a $10 million loan to a glass company.
Advice to various U.S., West-European and Korean companies in the fields of telecommunications, oil products, electronics, cosmetics, food, consumers goods, advertising, health-care, and equipment leasing, on the establishment of manufacturing, sales, distribution, and service joint ventures in Russia. Our firm was the first Russian law firm which prepared at the request of Overseas Private Investments Corporation a legal opinion with respect to a $190 million loan provided by OPIC to a major U.S. telecommunication company for the development of its business in Russia.
Representation of a major Russian smelter and assistance in negotiating a $250 million loan agreement with a leading Western financial institution.
Representation of a big Moscow Region developer in negotiating a syndicated $200 million loan for construction of a unique sports complex.