Corporate Law / Mergers & Acquisitions

Corporate law is one of our main areas of practice and makes up a significant part of AGP’s practice. Our lawyers have many years of experience and unmatched skills in this field, allowing them to tackle the most complex legal challenges.

We are strongly committed to working with our clients to help them create a stable legal framework for relations between business owners and for their companies’ contractual relations with business partners, which should secure our clients’ business interests. Thanks to our custom-tailored approach, we have been successfully working with major Russian and foreign international companies for over twenty years in all areas of corporate practice related to business activities in Russia and other countries.

AGP has provided legal support to a total of MORE THAN $30 BILLION in mergers and acquisitions over recent years.

Our CORPORATE LAW services include:

  • Developing corporate models for creating international holding companies and investment funds
  • Developing business project and individual asset management models
  • Drafting purchase and sale contracts, shareholder agreements, joint venture foundation agreements, and other transaction documentation
  • International business structuring and tax planning advice
  • Coordinating interaction with lawyers in foreign jurisdictions
  • Corporate management structuring
  • Drafting constitutive documents, regulations of company management bodies and local regulations to ensure internal control over compliance with legislation and corporate policies
  • Representing clients in corporate matters
  • Representing and acting as defense for shareholders, participants or business owners in corporate conflicts
  • Advice and legal support in share offerings and other securities transactions, including drafting offering memoranda, corporate approvals, issue resolutions and legal opinions
  • Advice on corporate decision-making procedures
  • Legal assistance in business restructuring
  • Overall and specific due diligence investigations
  • Creating turn-key legal entities of various legal forms, including companies with foreign capital; accreditation of representative offices and registration of branch offices of foreign companies in Russia
  • Winding-up and liquidation of legal entities

Our MERGERS & ACQUISITIONS services include:

  • Developing comprehensive legal solutions for transactions and transaction structuring, including development and implementation of financing plans
  • Drafting transaction documentation and post-transaction documents for project implementation
  • Legal review/assessment of transaction documentation intended for sale or purchase of companies, and due diligence investigations
  • Preparing assets for sale, including corporate restructuring
  • Creating Russian and foreign SPVs to complete transactions and own assets and projects
  • Negotiating transaction terms, support in closing and implementation of transactions, including transactions in foreign jurisdictions
  • Preparing legal opinions, risk maps and risk management recommendations
  • Making revisions to transaction documentation as may be required to manage issues and risks revealed by due diligence
  • Liaising with antimonopoly and other government authorities to obtain government permits and approvals for clients’ transactions

Projects

Magnitagorsk Iron & Steel Works OJSC

Comprehensive support in transactions to acquire shares of foreign companies in:
  • Australia (Fortescue Metals Group)
  • Pakistan (Pakistan Steel Mills Corporation)
  • Turkey (MMK-Atakas)
totaling more than $14.5 billion in capitalization

Belon OJSC (19 companies)

Comprehensive support in a transaction to acquire a coal holding (19 companies). The target asset was capitalized at more than $1.5 billion.

RUSNANO

Legal support in more than 20 projects, including investment transactions with more than 6 billion rubles in investments.

Microsoft Corporation

Taking part in representation of Microsoft in its global transaction for purchase of Nokia mobile devises & services business: comprehensive legal support in purchasing and integrating Russian assets of the Finnish company into Microsoft group.

Investors of big construction and property development projects in Moscow

Representing the investors, structuring corporate relationship, developing comprehensive transaction solutions, including financing plans, in the following projects:
  • Russia Tower in Moscow City
  • Evolution Tower in Moscow City
  • Rossiya Hotel
Total appraised value of the projects - over $4.5 billion.

Major Russian retail network

Representing the retail network (60 stores across Russia) in a transaction for sale of its shares to a Western European investment fund. Estimated transaction value - $100 million.

NVision Group CJSC

Due diligence on 34 companies of Sistema JSFC group for the strategic integration of NVision Group CJSC and Sistema JSFC .

United Company RUSAL

Due diligence on 13 Russian companies of the major aluminum holding in connection with its issue of shares and depositary receipts. Issue volume – more than $2.2 billion.

Major international investment fund

Representation in 5 court proceedings on disputed relations with a majority shareholder of a large industrial manufacturer.

Major smelting plant

Representation of the majority shareholder in 9 court disputes with minority shareholders over title to shareholdings.

Advice and support in day-to-day operations

Ongoing advising and representation of major foreign companies investing in the Russian market, and legal support of their Russian entities’ day-to-day operations:
  • American Express
  • Chevron
  • DAF Trucks/PACCAR Group
  • Estee Lauder
  • Ferrero
  • Fiat Powertrain Technologies
  • General Electric
  • IBM
  • Microsoft
  • Samsung, etc.

Restructuring of clients’ Russian and foreign businesses

Development and implementation of a strategy and step-by-step action plan to adjust clients’ Russian and foreign businesses for the new law on controlled foreign companies, including assets restructuring to ensure risk-free transition to operations with no involvement of offshore structures.