About the practice

Corporate and M&A has become one of our key practices. In 2023, Kommersant Publishing House ranked the firm’s Corporate and M&A practice in Band 2 in Corporate Law. M&A of International Assets: High-End.

Within the practice, we provide legal support for transactions related to the purchase or sale of businesses, including negotiations, and we also advise our clients on numerous issues of corporate law.

Our clients are not only major players on the Russian market, but also prominent representatives of international business. Therefore, we excel in working with a whole range of foreign companies, as well as Russian businesses with a foreign element.

We provide a full cycle of transaction support, from negotiating basic terms for the parties and agreements with the investor, and obtaining regulatory approvals, to post-closing issues such as changes to articles of association, drafting corporate agreements (including multi-level agreements where one corporate agreement replaces another after a certain time period), options, etc.

Furthermore, the firm’s lawyers represent shareholders and members of management bodies in corporate conflicts as well as in circumstances aggravated by an ongoing or potential dispute, including in connection with the expansion of sanctions and the withdrawal of foreign business from Russia.

Our many years of experience in defending clients in court, including in corporate disputes, allow us to develop a position that mitigates the client’s risks.

Extensive experience defending clients in insolvency cases means we are competent in providing comprehensive analysis during business restructuring (including in terms of risks for old and new shareholders and members of management bodies) and allows us to support projects involving both corporate matters and litigation.

The KK&P lawyers were among the first advisers in Russia to obtain state approvals for transactions from the Government Commission on Monitoring Foreign Investment, and advised businesses in the context of the new counter-sanctions decrees of the Russian President, insufficient regulations and the sanctions agenda. This practice is closely related to the active development of the firm’s sanctions practice.

We support our clients on the following issues, among others:

  • structuring and supporting asset purchases and sales transactions, including due diligence
  • independent opinions on corporate issues and M&A
  • corporate conflict resolution
  • defending shareholders’ rights
  • asset restructuring and protection
  • negotiating
  • developing strategies for corporate conflicts

Oleg Kolotilov

Partner, Head of Corporate and M&A
  • drafting shareholders’ agreements and options, and advising on their execution
  • joint venture formation
  • regulatory approvals and registration procedures

Our experience covers different sectors of the economy, but particularly the mining, metallurgy, engineering, electrical power, leasing and securities markets.

Projects:
In detail
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 ...
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.
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 client in its acquisition of all the Russian assets of an international pulp and paper giant. The team will apply 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.
In detail
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 ...
Due diligence of the acquired business and support of the client’s acquisition of a joint venture holding licences for the development of deposits in Russia.
In detail
Defending Shell’s subsidiaries in a dispute with GPN-Salym Projects LLC (GPN, a subsidiary of Gazpromneft) over the reorganisation of a branch of foreign company Salym Petroleum Development N.V. (SPD) into the Russian company Salym Development LLC, which became possible as a result of Russia’s introduction of counter-sanctions measures against companies intending to leave the Russian market.
Maxim Kulkov’s participation in an LCIA arbitration as an expert on Russian law issues (signs of an artificial insolvency and the subsidiary liability of controlling persons) in a dispute between shareholders in a major e-commerce platform on the recovery of app. US$500m in losses.
Maxim Kulkov’s participation as an expert in Russian law in High Court of England proceedings in the Bank of Moscow vs Vladimir Kekhman case. Maxim Kulkov’s reports and evidence were accepted by the court and formed the basis of the decision compelling Mr Kekhman to pay off the debts in full (more than $140m).
In detail
Advising the client and preparing expert reports by Maxim Kulkov in support of a claim filed in the High Court of England against Vneshprombank beneficiary Mr Bedzhamov, a Russian tycoon hiding in England. With the support of Maxim and the team, the client obtained a judicial seizure of Mr Bedzhamov’s assets worth more than RUB 117bn.
In detail
We represented Russian oil and gas trader GALA-FORM and Raiffeisen Bank in cases on challenging the guarantees and corporate decisions on complex liabilities from syndicated loans under English law in three parallel proceedings in three of Russia’s regions. The cases were convincingly won in favour of our clients whose position was supported by the Supreme Court of Russia.
Coordinating Cyprus proceedings related to a corporate conflict between the client and his business partner who together owned an elite housing estate in Moscow on an equal footing. The partner transferred the estate to controlled third parties at a reduced price without the client’s consent, which resulted in the client’s losses of US$110m.
Representing Orion – a defendant in a corporate dispute (worth over US$13m) relating to the invalidation of an issue of shares in a Russian IT company and the challenging of the SPA. The claimant alleged that she was a beneficiary of the company and that the shares were disposed of without her consent. The claim was dropped.
Representing a former shareholder of one of the leading research and production enterprises in the Chuvash Republic in a dispute over a claim for the recovery of over RUB 600 million of the actual value of the share in the authorised capital of the company, previously artificially concealed from the claimant through manipulation of the financial statements.
In detail
Representing clients (former members and directors of the company) in a major corporate conflict in order to restore lost control over the company and protect against the recovery of corporate losses under 12 parallel cases on the expulsion of participants from the company ...
In detail
Representing a co-owner of a supermarket chain in the process of applying for interim measures in support of an LCIA arbitration initiated in England and a dispute in Cyprus in connection with the violation of a shareholders’ agreement (SHA) regarding management of large shopping centres in Moscow and the Moscow Region.
Representing a client in a dispute with one of the richest Russian businessmen according to Forbes, in connection with the illegal deprivation of the share of our client in a large Russian bank. The dispute is complex, providing for representation in Cyprus, Bermuda, Russia and the UK.
Preparing an expert report in a complex corporate dispute arising out of a claim brought by an ex-business partner seeking his share in the joint business and recovery of multi-bullion damages allegedly caused by the breach of numerous joint venture agreements. The dispute was recently settled to the mutual satisfaction of the parties.
Participation by Maxim Kulkov as a Russian law expert in an LCIA arbitration regarding a long-term corporate dispute between the owners of one of the largest coal deposits in Russia over the issue of violation of parity in business management.
Participation by Maxim Kulkov as a Russian law expert in the LCIA arbitration in a dispute arose out of a SHA and a personal guarantee under English law on the issues of the arbitrability of corporate disputes, the possibility of an indirect shareholder bringing a derivative claim, and Russian law on major interested-party transactions.
Settlement of a dispute between shareholders in a Russian metals producer regarding discriminatory terms in the shareholders’ agreement.
Advising a Dutch law firm in relations with two Russian companies, including due diligence of a group of companies.
Representing a Russian investor in a number of transactions involving his acquisition of shares in Russian companies for the purpose of gaining control over seaport terminals and participation rights in a Russian coal company.
Advising an international brokerage services provider in connection with the sale of its Russian business to the local management with a call option that could be exercised by the seller.
Advising a majority shareholder (an international food producer) in connection with a call option agreement (as part of a joint venture structure) that could be exercised against its Russian minority financial investor in the event of a breach of a corporate agreement and/or sanctions against the Russian investor.
Advising a Russian oil company on the sale of a share in a joint venture in the CIS to a local manager.
Advising a Russian oil company in connection with a joint venture with its strategic foreign partner in which the Russian partner had an option to buy out the foreign partner’s share at market value.
Advising shareholders of an international real estate investment fund in connection with the sale of a Russian business to local management under a put option.
Advising a client on numerous ongoing corporate matters (and matters related to corporate financing), including (i) making a contribution to the company’s assets; (ii) drafting an SPA; (iii) drafting a guarantee; and (iv) drafting loan agreements.
Supporting a foreign investor’s transaction with a Russian state fund for transferring vectorised vaccine production technology to a foreign investor, including critical analysis and calculation of the risks of preserving the know-how of the technology.
Supporting a client’s transaction related to the acquisition of Russian assets of an international manufacturer of building materials and fillers.
Advising an international venture capital fund on an option for additional capital in a Russian-American technology startup.