Corporate and M&A

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.

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.

Preparing an expert report regarding the applicable law and the validity of agreements based on which the parties settled a corporate dispute between the JV partners arising from the actions of a former partner of the client and his affiliated company. The client, a major holding company in the oil industry, and its former partner entered into settlement agreements stipulating that the former partner – a shareholder – and his affiliated company were obligated to pay compensation of US$10m, as well as transfer shares of a company whose assets constitute claim rights against the client amounting to over US$74m. Subsequently, the former partner and his affiliated company refused to fulfil these agreements, claiming that they were entered into under duress and without the consent of the former partner’s spouse.
Maxim Kulkov opined on whether Russian law is applicable to the agreements notwithstanding the fact that the agreements are governed by English law, and whether it is possible to challenge the agreements as being signed under duress and without spousal consent.

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.

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.

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.

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. The dispute has become a precedent on this issue in the Russian legal system.

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.

Participating by Maxim Kulkov 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 US$140m).

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 RUB117bn.
The client’s claims were based on the withdrawal of Vneshprombank’s assets by its beneficiary, Mr Bedzhamov, who de-facto exercised corporate control of Vneshprombank through his sister, Ms Markus, who was the president and shareholder of Vneshprombank.
The case raised a lot of issues of cross-border insolvency that remain unresolved, including the possible general tort and corporate liability outside of bankruptcy proceedings of the Bank as well as in a different jurisdiction, together with the legal nature of the moratorium on filing claims outside of the bankruptcy case.

Representing the interests of two major creditors (Russian oil and gas trader GALA-FORM and Raiffeisen Bank, acting as a collateral agent under the Syndicated Loan Facility, which was issued by the three major banks) with the total clients’ claims amounting to appr. US$73m in the insolvency cases of oil and gas companies Enisey and NGK Razvitie Regionov.
The project was complicated by dozens of parallel proceedings outside the bankruptcy, including three 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 the Russian Federation.
The case was listed among the Top-10 most interesting bankruptcy proceedings in Russia in 2017 (according to Pravo.ru).

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 RUB600m 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.

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, challenging corporate decisions, transactions on the disposal of shares and assets, recovery of losses and subsidiary liability.

Representing a co-owner of a supermarket chain in the process of applying for interim measures (seizure of real estate) 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. The client entered into a settlement agreement with the opponent on favourable terms.

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.

Participating 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.

Participating 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.

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.

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.

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.