1. Termination and change of contracts

Maxim Kulkov

Managing Partner

Dmitry Ilin

Senior Lawyer
What you may encounter:
  • you have lost the opportunity to execute a contract or its execution has become unprofitable;
  • you are not ready to continue cooperation with a sanctioned counterparty or a counterparty that has become unreliable;
  • your counterparty refuses to execute a contract as a whole or refers to temporary difficulties with execution;
  • you need to restructure relations under a long-term contract;
  • you need to formalise the termination of relations with the counterparty by mutual agreement.
We can:
  • calculate your risks associated with withdrawal from a contract (risks of recovering losses, paying penalties and other payments (for example, refusal fees / take or pay)) and suggest ways/tools to minimise them;
  • support you in your negotiations with the counterparty, both for the purposes of restructuring a contract and its termination, including preparation of arguments that strengthen your negotiating position;
  • help you withdraw from a contract while minimising the risk of recovering damages (or other payments) from you;
  • encourage the counterparty to fulfil a contract;
  • represent you in disputes related to:
    • termination / change of a contract;
    • recovery of damages, penalties and fees for withdrawal from a contract;
    • removal of the contractual limitation of liability from a party that does not fulfil its obligations

2. Consequences of imposing sanctions against Russian persons and counter-sanctions

Dmitry Vlasov

Senior Lawyer
What you may encounter:
  • sanctions have been imposed on you / your company, or sanctions prevent the execution of a contract to which you are a party;
  • you need to change contracting policy with some companies;
  • you have problems making payments or other difficulties in the process of executing a contract;
  • you need to get the transaction approved by a government commission or other government agency.
We can:
  • advise you on the sanctions legislation of various countries, including ways to continue your activities under sanctions;
  • coordinate the process of removing your company from the sanctions lists, and obtaining licences to enter into transactions subject to sanctions;
  • coordinate disputes in foreign courts in connection with challenging the imposition of sanctions and their application against your company, refusal to remove your company from sanctions lists and issue licences;
  • challenging your company’s exclusion from international organisations and associations.

3. Nationalisation of foreign companies

What you may encounter:
  • nationalisation under the provisions of the Civil Code of the Russian Federation in the form of requisition or confiscation of property;
  • appointment of state administration in a subsidiary of foreign entities by:
    • introduction of external administration and forced change of management;
    • application of the Federal Law On Protection of Competition;
    • making (threats of making) the company’s senior executives to administratively and/or criminally liability;
    • aggressive bankruptcy against your company;
  • your company is banned from withdrawing assets;
  • the court has imposed interim measures preventing the activities of your company;
  • the state restricts your corporate rights and invalidates earlier decisions of your company’s management bodies;
  • you are forced to perform transactions, in particular with respect to stocks and shares.
Private consequences:
  • a ban on the disposal of assets;
  • judicial interim measures preventing the activities of your company, as well as its restructuring and reorganisation;
  • restriction of corporate rights of participants and invalidation of earlier decisions of your company’s management bodies;
  • coercion to make transactions, in particular with respect to stocks and shares of the company.
We can:
  • advise you on ways to minimise the risks of nationalisation, including business restructuring, and fully support you in this process;
  • represent your interests in Russian courts in connection with challenging the actions of the state in civil, administrative and criminal proceedings, in particular:
    • support you in disputes on contesting external administration and the exercise of its powers;
    • support you in corporate disputes, including (i) disputes on maintaining in force the decisions of the company’s management bodies; (ii) disputes over the payment to a participant of the actual value of his share after the appointment of administration; (iii) disputes arising out of corporate agreements after administration has been appointed, including in situations where a foreign participant decides to reorganise (resell / otherwise dispose of) its shares/interests;
    • support you in disputes arising out of contracts with a company in which external administration has been introduced, including (i) disputes on changing the terms of previously concluded contracts, one of the parties to which is the company; (ii) disputes over the recovery of losses from the counterparty caused by a ban on changing the terms of contracts / terminating contracts; (iii) disputes over the termination by the external administration of contracts with the counterparty with reference to their obstruction of the prevention of bankruptcy and the continuation of the company’s activities;
    • support you in disputes on the continuation of the use of intellectual activity rights, the use of which has been terminated by the copyright holder, including disputes on gratuitous use.
  • represent your interests in bankruptcy cases of subsidiaries and counterparties, including the protection of participants and management from subsidiary liability and losses allegedly caused to the company;
  • represent your interests in disputes on the recovery of the company’s and its management’s losses, caused, in particular, by:
    • interim measures unreasonably imposed by a court;
    • infliction of losses by the external administration to the counterparties of the company, including by means of unilateral cancellation of contracts;
  • support you with procedures for including a creditor’s claims in the register of claims of the company in relation to which external administration has been appointed, as well as challenging the refusal to include, or preventing the inclusion, of the same in the register of other creditors of the company;
  • collect evidence for the future protection of your interests in international investment arbitration, including by creating the necessary ‘tracks’ of evidence in the course of supporting judicial and extrajudicial proceedings in the Russian Federation, as well as communicating with Russian government agencies for the purposes of subsequent successful litigation in disputes on investment protection;
  • protect management, shareholders and beneficiaries of companies in criminal cases related to the termination of companies’ activities.

4. Representation in connection with the transfer of disputes from foreign courts and arbitrations to Russian courts

Sergey Lysov

Senior Lawyer
What you may encounter:
  • inability to protect your interests in a foreign arbitration/court due to the imposition of sanctions;
  • bias of the arbitral tribunal / court;
  • you or your counterparty disputes the arbitration clause / arbitration agreement;
  • you or your counterparty is trying to transfer the dispute to another jurisdiction.
We can:
  • represent you in disputes against an arbitration clause / arbitration agreement;
  • represent your interests in disputes regarding the transfer of proceedings to another jurisdiction, disputes on the prohibition on initiating / continuing foreign proceedings.
Examples of projects:
Successfully defending a Russian aircraft parts supplier, in a series of proceedings before the ICAC for recovery of an advance payment against a major foreign exporter of military equipment.
Representing a major agricultural company in the recognition and enforcement of arbitral awards rendered by an international commercial arbitration court in London (FOSFA) against a Russian company in a dispute over wrongful termination of contract (a supply contract violation).
Preparing expert reports and Maxim Kulkov giving evidence before the High Court of England in a dispute between Premier Cruises Ltd (a large international company engaged in the acquisition of watercraft) and the client in order to transfer the proceedings ...
Representing one of the ten largest transport companies in Russia, in a dispute against the Department of Presidential Affairs of Russia, which claimed US$30m in compensation for harm caused by the client’s allegedly illegal privatisation and disposal of Russian real estate assets located abroad (UK, India, Portugal, Bulgaria, Finland).
Advising a foreign defendant in SCC proceedings for the recovery of damages for the alleged expropriation of the claimant's assets, on the ambiguous issue of the relationship between the legal status of the claimant – a state corporation – and that of a public-law entity.
Advising the client, a major Russian private group of companies, in connection with potential litigation relating to replacement of a management company (general partner) of an investment fund (exempted limited liability partnership) in the Cayman Islands.
Advising a major Russian shipping company in connection with sanctions against Iran, including on the possibility of entering into various types of contracts and payment arrangements.
Advising a Russian transport company on the possibility of pursuing claims against the Libyan government under the BIT for failure to provide protection for property imported for the purposes of a construction contract, the performance of which was breached due to sanctions.
Advising a Russian transport company on the consequences of sanctions against Libya, including their impact on a construction contract: suspension of the contract, exemption from liability, qualification as force majeure, timing, procedure and consequences of termination of the contract, and risks of destruction of equipment and a construction facility.
Representing the client in a dispute against a major international company offering engineering solutions for various equipment, including turbines for heat power plants. Our services included advising the client on strategic and legal issues of LCIA arbitration related to terminating the contract with the opponent and recovering damages ...
Advising the world’s #1 producer and exporter of high-quality UHG anthracite (Russia’s largest producer of metallurgical coal) on the prospects for an upcoming arbitration before the ICAC against a Russian port terminal operator relating to a client's unilateral termination of a transhipment agreement concluded with the operator ...
Advising the client, one of the Russia's largest private transport holding companies specialising in railway transportation, in a dispute with a manufacturer of wheels for railcars. As part of the litigation, the manufacturer recovered lost profits from the client due to the client's failure to perform wheel sampling because of a unilateral refusal to perform such sampling.
Advising a client (an insurance company) in connection with the application of a sanctions clause in an insurance policy as to whether military action in Libya constituted the implementation of no-fly zone sanctions.