Corporate disputes and M&A transaction support

A corporate conflict rarely begins in court. First the budget stops being approved, then a parallel company appears, then a general meeting is held that one of the shareholders only learns about afterwards. The earlier we are brought in, the more options the client has: some matters we close by agreement without litigation. Where litigation is unavoidable, we enter it prepared.

The same rule applies to transactions. Our work includes large retail M&A deals — from due diligence on the asset through to closing and handover of the sites to the new owner.

What we do

• Advise on M&A transactions: structuring, negotiations, transaction documents, closing and the transfer of assets.
• Run due diligence on a company or an asset: corporate history, liabilities, litigation and tax exposure, title to property.
• Conduct corporate disputes: expulsion of a shareholder, challenges to decisions of governing bodies, restoration of corporate control, disputes over a participation interest and its value.
• Prepare and carry out reorganisations: merger, accession, spin-off, division and change of legal form.
• Recover debts: pre-action demands, claim, interim relief, enforcement proceedings and, where needed, insolvency of the debtor.
• Represent clients before the arbitrazh (commercial) courts at every level, including cassation and the Supreme Court of the Russian Federation.
• Take part in negotiations on the client's side — from working meetings to mediation and settlement agreements.
• Act as outsourced legal counsel: contract work, corporate procedures and legal review of documents on a standing basis.

Typical situations

• A business partner is diverting clients and assets to his own company and blocking every decision at shareholder meetings.
• You are buying a going concern and cannot tell what comes with it: debts, pledges, disputes, tax claims.
• A counterparty accepted the work, then refused to acknowledge it and stopped paying — while continuing to use the result.
• A group of companies has to be split between its owners in a way that lets the business keep trading.
• The company has been served with a claim comparable to its annual revenue and needs a defence built at short notice.

Commercial disputes in Russia are heard by the arbitrazh courts — the state commercial courts, not private arbitration tribunals; disputes involving individuals go to the courts of general jurisdiction.