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.
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.