Cross-Border Transactions

• Transactions involving companies and businessesThe acquisition and disposal of companies, interests, shares and individual business lines are cross-border transactions where the transaction is governed by foreign law, one of the parties is located outside Russia or the project structure involves several jurisdictions. The acquisition structure, the terms of the transaction, the allocation of risks and the payment arrangements are determined and, where necessary, the work of foreign advisers from the relevant jurisdiction is coordinated.
• Joint projectsThe establishment of joint projects between Russian and foreign partners, and relationships between owners where their arrangements are governed by foreign law. The model of joint activity, the management and financing arrangements, the distribution of the economic return, changes in participants and termination of the joint project are determined. The joint activity is organized through a Russian or foreign company, on a contractual basis or through several interlinked mechanisms.
• InvestmentsForeign investment in Russian companies and investments by Russian owners in foreign projects. The investment structure and the terms of equity participation, management, subsequent financing and exit are determined. The transaction documents may be governed entirely by foreign law or divided between several legal systems.
• Commercial contractsCommercial relationships between parties from different countries: foreign trade contracts, service agreements and agreements on the transfer of rights. The governing law and dispute resolution procedure, essential terms, performance of obligations and payments are determined; Russian requirements for operations with foreign counterparties are taken into account as part of the overall transaction structure.

Foreign governing law

The specific scope of work depends on the governing law and on whether the project requires the involvement of an adviser qualified in the relevant jurisdiction.

• Law of England and WalesTransactions and contractual relationships for which the parties choose the law of England and Wales; the specific features of structures typical of transactions under English law are taken into account.
• Law of individual US statesProjects whose documents are governed by the law of one of the states; the applicable legal system and the involvement of US advisers are determined by the transaction structure and the parties' arrangements.
• Chinese lawProjects with a Chinese element and dealings with the Chinese party; where necessary, work with advisers on Chinese law and communication in Russian and Chinese. The specific features of such projects are described on the pages on joint ventures with Chinese partners and on Chinese investment in Russia.
• Other jurisdictionsFor each such transaction, the extent to which the assistance of foreign lawyers is needed is determined, and specialist advisers from the relevant jurisdiction are engaged.

Foreign investment and transaction approvals

Depending on the structure, resolutions of management bodies, antimonopoly and other regulatory approvals, clearances for particular operations and compliance with requirements for settlements in foreign currency may be required.

For transactions involving Russian assets and foreign participation, the applicability of special economic measures is determined separately. Whether clearance is required and which authority is competent are established for each specific operation. The requirements are checked as at the relevant dates of signing, payment and transfer of title.

1. Transaction reviewThe type of transaction, the parties' jurisdictions and the terms already agreed are identified.
2. Law and structureThe governing law, the dispute resolution procedure and the transaction structure are chosen, and work is allocated between jurisdictions.
3. Restrictions and clearancesThe parties, their ultimate owners and the assets are checked, and the need for clearances, including from the Government Commission, is determined.
4. DocumentsDocuments for the Russian and foreign parts of the project are prepared and agreed.
5. ApprovalsCorporate resolutions are adopted and approvals are obtained in the relevant jurisdictions.
6. ClosingThe documents are signed, payments are made and the transfer of title is completed under the rules of each jurisdiction.

• Legal opinionConclusions on an agreed question concerning the transaction structure, the governing law or the allocation of tasks between jurisdictions.
• Cross-border transaction structureA model that takes account of the participants, the assets, the governing law and the interrelation between the Russian and foreign parts of the project.
• Agreed set of documentsInterlinked drafts of agreements and related documents reflecting the arrangements reached and the comments of the advisers involved.
• Approval materialsDocuments prepared for the Russian part of the procedures and the positions received from foreign advisers on the matters entrusted to them.
• Closing documentsSigned documents and confirmations of the fulfilment of conditions received for the project stages actually completed.

The outcome of the service is the work performed within the scope agreed with the client.