Oleg Kolotilov

Successfully defending the client in a dispute over the exclusion of foreign companies from its membership. Foreign entities, following the sanctions, stopped participating in general meetings, which made it impossible for the client to make key decisions. Due to their inaction, the opponents caused harm to the client by disrupting the implementation of a major investment project worth tens of billions of roubles. Thanks to the team’s efforts, the client’s claim was fully satisfied.

Successfully representing a major coal and metallurgical holding in a transaction involving the acquisition of the Russian assets of a mining company controlled by a foreign entity from an “unfriendly” country. The firm participated in structuring the transaction, drafting the documents formalising the relationship between the parties, and obtaining consents from state authorities, including permits from the President of Russia, the Government Commission on Monitoring Foreign Investment, the Central Bank of Russia and the Russian Ministry of Finance. The transaction was concluded and executed by the parties.

Successfully supporting of the client’s transaction for the buyout by Russian management of the Russian business of a major international leasing company. The transaction involved third-party investment, including an application to the Government Commission on Monitoring Foreign Investment to obtain permission for the transaction, taking into account the counter-sanctions restrictions imposed by Russian presidential decrees.

Supporting a client in its acquisition of all the Russian assets of an international pulp and paper giant. The team applied to the Government Commission on Monitoring Foreign Investment to obtain permission for the transaction in view of the counter-sanctions restrictions imposed by decrees of the President of the Russian Federation.

Successfully supporting the management of a Russian subsidiary of a world leader in agricultural and construction equipment production in its buyout of 100% of the shares in the Russian business from the parent company. This is one of the buyouts on the Russian market related to the withdrawal of large foreign companies from Russia for political and sanctions reasons.

Supporting a part of the client’s global acquisition of assets of a world leader in optical solutions. The transaction covers about 60 jurisdictions, in each of which the local consultant provides business due diligence and support of applicable corporate procedures. The transaction is complicated by a sanctions component, as well as by the use of a rare asset transfer structure involving the transfer of property instead of the company shares, which complicates business due diligence procedures and asset transfer mechanisms.

Advising a major Russian bank on a number of issues related to restoring the client’s corporate control over one of Russia’s largest airports. Due to sanctions imposed and loss of control over the previous pledgee, the bank was unable to complete the pledge agreement and lost control over the pledged stake. As a result of the proposed strategy, the client was able to successfully regain corporate rights over the company by obtaining a pledge of 100% of its share.

Developing a defence strategy for a client in relation to the confiscation of shares. Almost 10 years ago, our client acquired some shares in a holding company that indirectly owned a shipping company. In 2022, in a criminal case against a number of beneficiaries of the shipping company, a court confiscated all shares in the company, including shares indirectly owned by the client.

Defending OJSC Transammiak and its shareholders in courts of all instances in disputes relating to the invalidity of the sale and purchase agreement for 51% of the shares in the Company.

Representing OJSC Togliattiazot in dozens of cases, including in relation to shareholders’ claims challenging general meetings of shareholders, decisions of the board of directors, information disclosure, and administrative liability for breaching corporate legislation.

For example, we successfully represented OJSC Togliattiazot in the Povolzhsky Region commercial courts in relation to a claim by minority shareholders for the recovery of damages allegedly caused to the company by the management company as a result of a lowering of sales prices on foreign markets.

Successfully defending a leading global producer and supplier of HBI and iron ore products in a dispute over the dissemination by certain media and anonymous internet resources regarding allegedly unlawful actions during the client’s share buyout from minority shareholders. We succeeded in having the information disseminated recognised as inaccurate and discrediting the client’s business reputation, as well as in having the information refuted and removed.

Successfully defending a client in a dispute over the enforcement of a contract for the sale and purchase of land plots worth appr US$7m. The claim was brought by a counterparty with whom the client had failed to agree on the list of land plots to be transferred. The firm’s team succeeded in getting the interim measures against almost all the land plots demanded by the claimant lifted, as well as in convincing the court that the disputed contract was not concluded due to non-compliance with the requirements for individualisation of the subject matter of the contract.

Developing a defence strategy for a major international bank in four legal proceedings initiated by Moscow City Hall demanding demolition of a business centre complex located on a land plot owned by the city and securing loans extended by our client to borrowers in the amount of US$120m. In three of the four cases, the defendant (borrower) and the client successfully used the defence proposed by the firm's team, achieving a rejection of the claim.

Defending Agrosnabsakhar and Trio in a dispute over a claim by Russia’s largest agricultural holding, Rusagro, for US$19m-worth of damages for a breach of a sugar supply contract, allegedly concluded by electronic communication. Through our efforts, the parties entered into a settlement that reduced the amount of the original claim by 60%.

Representing Ukraine in the case of Tatneft’s application for recognition and enforcement of an investment arbitral award worth approximately US$150mn (the first case to be heard in Russia on the recognition and enforcement of decisions of an international investment arbitration against a foreign state).

Representing WOERWAG Pharma in a dispute with Transcapitalbank regarding its refusal to pay a bank guarantee (BG). The dispute concerns the right of the guarantor to raise objections arising from the alleged improper delivery under a contract secured by a BG. We managed to fully recover the money in favour of the client.

Appealing 13 administrative fines in relation to an internet-based food delivery service and its CEO for the alleged illegal employment of foreign citizens as couriers.

Defending one of the world’s largest auditing and consulting companies in a dispute with an advisory services customer.

The dispute arose in relation to a consulting services agreement for analysis of the effectiveness of the implementation of an investment project relating to a major construction project.

Pursuant to the services agreement, our client audited the cost of the construction work. The customer declined to accept the results of the services rendered, and subsequently decided to collect the transferred advance from our client.

During the hearings in the Moscow Arbitration Court, we managed to prove that the results of the services were actually used by the customer. On this ground, the court dismissed the claim against our client and satisfied our client’s counterclaim against the customer for the recovery of debts for the services provided under the services agreement.

Thanks to the active participation of the KK&P team in the settlement of the dispute the parties eventually reached an amicable settlement.

Representing OJSC Togliattiazot in a commercial court case challenging the actions of the Krasnodar Region administration which increased the lease rates for land plots more than 50 fold. This case became the basis for the dismissal of subsequent claims by the same administration to increase lease rates.

Representing a client in a dispute over the recognition and enforcement of an ICAC award before the Commercial Court of Belgrade (Serbia). The ICAC ruled in favour of the client recovering tens of millions of euros in unpaid advances and accrued interest. The defendant, a Turkish subcontractor, refused to execute the award voluntarily and made unsuccessful attempts to have the ruling annulled by the Russian court. We defended the client by convincing the Russian court to uphold the ICAC award, and now we are in the process of having the arbitral award recognised and, simultaneously, having interim measures imposed on the debtor’s property in Serbia.

Providing legal support in a dispute in the courts of appeal and cassation in Turkey, in which our client is one of the defendants. The claimant, a Turkish subcontractor, is seeking to invalidate bank guarantees issued by a Turkish bank (the second defendant in the case) to secure the opponent’s obligations to the client. The opponent, referring to the UN Resolutions and letters of the Turkish Banking Regulation and Supervision Agency, claims that the bank guarantees are unenforceable and demands their invalidation. The client’s position is that the claim should be dismissed because the arbitration clause between the client and the opponent prevents the case from being heard in Turkey.

Advising AerCap on Russian sanctions and insurance regulations in a litigation in an English court. The dispute arose between the client and insurance companies, which refused to treat the failure to return more than one hundred aircraft leased to Russian airlines due to Russian export restrictions as an insured event.

Advising a client in a dispute on the recovery of over US$230m from 54 defendants from the BVI, Latvia, Cyprus, Russia, Singapore and other countries in connection with actions aimed at withdrawing assets from a bank through offshore structures controlled by a Kazakh tycoon.

Successfully defending the client, one of the leading railcar operating lessors in Russia, against a claim by a former senior manager dismissed for illegal transfer of internal information, which led to the failure of debt restructuring in the amount of over US$855m.

Participating in over 30 court cases in connection with the illegal dissipation of assets worth US$6 billion controlled by Mukhtar Ablyazov.

Representing a claimant in a dispute involving two oilfield services companies in arbitration under ICAC Rules. The client claimed compensation for restoring the hermetic seal of an ultradeep oil well after defective cementing works by the defendant. The firm won over 90% of the claim and attained a revolutionary breakthrough for the sector by overcoming contractual provisions strictly limiting the contractor’s liability. To date, no comparable outcomes have ever been achieved in Russia.

Defending Metallimpress (a general contractor) in the ICAC against a claim worth over US$65m filed by Zhoukovsky (a customer) in connection with complaints regarding the quality of work on the construction of a shopping centre. During the arbitration proceedings, 11 hearings were held, 14 expert opinions were submitted, and 7 experts were examined. The firm successfully defended the client from 75% of the claim.
The parties subsequently entered into a settlement agreement reducing the amount recovered from our client by 89% of the original claim.

Representing before the ICAC a Russian gas producer in a dispute against Georgia arising out of gas supply contracts entered into under the Russian, Georgian and Swiss law.

Representing a Russian state company in international arbitrations (at the VIAC and the ICAC) in three separate proceedings against Austrian and Kenyan contractors regarding the recovery of damages and fines amounting to US$97m and arising out of agreements for the preparation of documents in connection with the construction of a 550 km high-speed railway line in Libya.

The construction was suspended due to the civil war. The proceedings were complicated by the fact that most of the circumstances relating to the case took place before the war and many documents were destroyed, which made collection of evidence extremely difficult. The said disputes involved issues of Libyan, Turkish, Austrian and Russian law, so we coordinated the work of several foreign law advisers simultaneously. All the claims against our client were rejected.

Representing a major Russian private company in the power and heat supply industry in a dispute against a major international company offering engineering solutions for various equipment, including turbines for heat power plants. Turbines of two of the client’s thermal power plants serviced by the opponent stopped working. This resulted in more than four months of the client’s plants being idle, causing enormous losses and creating systemic and political risks associated with the need to service settlements in the autumn and winter periods.

Participation in preparing expert reports for the High Court of England in ABFA Commodities v Petraco dispute. Our client – Petraco Oil Company SA (one of the oldest independent oil trading companies in Europe) – filed a claim for damages caused by unlawful interim measures for petroleum products that were never delivered to it. The opponent filed a counterclaim for recovery of damages, insisting that our client had “intercepted” previous oil deliveries from the Antipinsky Oil Refinery, which were allegedly intended for the opponent, and also demanded recognition of its ownership of the petroleum products subject to the interim measures.
Maxim Kulkov’s reports included analysis of highly controversial issues of Russian law, such as interference in another’s contractual relations expressed in the form of a double sale of a generic thing. Guided by Maxim’s expert reports and oral testimony given during two days of cross-examination, the court preferred his conclusions to those of the opponent’s expert.

Participation in preparing an expert report for Autostore Technology AS v Ocado Group PLC & ors case (Top 20 Cases of 2020 according to The Lawyer). The client (Ocado) was sued by rival company Autostore in connection with an alleged patent infringement. The claim was aimed at blocking the import, manufacture, sale, and use of the client’s invention, which Autostore claims infringes its patents. Our client’s defence strategy was built on the absence of patentability criteria (i.e., “novelty”) of the invention under dispute, which can be established if the claimant had previously, before the patent priority date, disclosed information about the invention to any third parties who are not bound by a duty of confidence – thus, the previous disclosure point is of paramount importance. Following the hearing, the English court found the report and testimony of Maxim Kulkov convincing and, in 2023, ruled in favour of the client.

Participation in preparing an expert report on Russian law issues for LCIA proceedings in relation to a dispute concerning the recovery of US$1.3bn of debt under a loan agreement. The case was complicated by the respondent’s extraordinary argument that the Board of Directors of the client’s parent company lacked authority to approve commencement of the arbitration proceedings. Thanks to the expert report and persuasive testimony of Maxim Kulkov, the Tribunal issued a preliminary ruling in favour of the client and did not terminate the proceedings.

Participation in preparing expert reports by Maxim Kulkov for an English court in a dispute initiated by Gazpromneft against Mr Drelle (the client), who was accused of embezzlement. The reports included issues of corporate law and bankruptcy proceedings, in-depth analysis of Russian court judgments against the client for violations of fundamental principles of fair trial, and analysis of the grounds and possible violations in the criminal prosecution against the client.

Participation in preparing an expert report for the High Court of England in PJSC Tatneft v Bogolyubov & Ors on over a hundred issues of Russian law, including the possibility of bringing a tort claim against a company’s controlling persons in response to the company failing to perform contractual obligations and thereby ignoring the ‘competition of claims’ principle and insolvency rules on subsidiary liability, as well as issues of pure economic loss and interference with contractual rights.
After a 12-week trial, the High Court agreed with the testimony of Maxim Kulkov.
As a result, the firm’s efforts helped the defendants defeat a US$300m claim.

Participation in preparing an expert report and giving evidence before the High Court of England on a number of Russian law issues, including recovering damages in connection with the alleged rigging of an auction in the Yukos insolvency case (Yukos Finance B.V. & Ors v Stephen Lynch & Ors). Maxim Kulkov’s expert evidence helped to defeat a US$40m claim by the former management of YUKOS Oil Company against the defendants. Having reviewed over 400 pages of expert reports and cross-examined experts over four days, the English Court agreed with the testimony of Maxim Kulkov.

Participation in preparing an expert report on the concept of "trust" in Russian law in a dispute between top manager of one of the world’s leading producers of phosphate-based fertilizers and an opponent who filed a claim against our client demanding the transfer of the client’s shares, which it allegedly holds in a trust in favour of the claimant.

Participation in preparing an expert report on Russian law issues in a dispute heard in the BVI court and related to a borrower’s provision of false accounting statements and misrepresentation regarding the financial parameters of a transaction when obtaining a bank loan. Funds originally intended to finance a coal mining company were eventually withdrawn through complex ‘round-tripping’ transactions.
The dispute is complicated by issues of causal connection between the actions of the joint defendant and the claimant’s losses in a situation where the defendant was not the organiser of the unlawful scheme but only participated in an individual stage thereof, and by the fact that it was actually a technical company whose will was carried out by third parties.
The case is important for the whole legal system because it raises issues such as ‘harm’, ‘causation’, ‘wrongfulness’ and ‘joint infliction of harm’ in the context of joint liability for auxiliary and occasional participation of an offender in unlawful schemes.

Preparing an expert report on Russian law for the Economic Court of Minsk in a dispute between the Republic of Belarus (RB) and the client, arising from a loan agreement for financing of Osipovchiskiy rail car plant, secured by a RB guarantee and guarantee of individuals, and relating to the validity of restrictions from the guarantees.