Negotiating with Russian partners, banks and suppliers on your behalf

What is happening

An Ecuadorian fruit grower is negotiating supplies with a Moscow retail chain. The chain offers its standard contract with deferred payment and penalties, and the grower needs acceptable terms without losing the buyer.

The Russian LLC of a Colombian company wants to renegotiate a warehouse lease and, at the same time, discuss service terms with its bank. There is only one director in Moscow, and he has no time to run two sets of negotiations.

A Brazilian company is choosing a Russian equipment supplier from three offers. It needs to negotiate with each of them, compare the terms and avoid committing itself too early.

What the law says

• A representative acts on the company's behalf within the authority conferred by a power of attorney (Article 182 of the Civil Code). A power of attorney is issued in writing (Article 185 of the Civil Code) and must be notarised in the cases listed in Article 185.1 of the Civil Code.
• A power of attorney issued abroad is executed before a notary in the company's country and apostilled under the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents, or processed in another way applicable to that country; in Russia it is translated into Russian with notarial certification.
• Parties are free to negotiate and are not liable for failing to reach agreement. However, a party that enters negotiations with no intention of agreeing, provides incomplete or false information, or breaks off negotiations abruptly and without justification must compensate the other side's losses (Article 434.1 of the Civil Code).
• Information received in negotiations as confidential may not be disclosed or used for one's own purposes, and the parties may sign an agreement on how negotiations are to be conducted (Article 434.1 of the Civil Code).
• A bank decides for itself whether to open an account or carry out a transaction and may refuse (Article 7 of Federal Law No. 115-FZ of 07.08.2001 on Countering the Legalisation (Laundering) of Criminal Proceeds and the Financing of Terrorism). Negotiations with a bank concern service terms and do not replace its checks.

What we do

• We establish your objectives, how far you are prepared to go and the terms without which the deal is not worth doing, and set out the position in writing in two languages.
• We draft a power of attorney with precisely defined authority: for example, to negotiate and sign minutes, but not the contract itself.
• We look into the Russian counterparty before the first meeting; a full counterparty check is a separate service within this practice.
• Where sensitive information is involved, we propose a confidentiality and negotiation procedure agreement to the other side.
• We negotiate in person in Moscow and online; with you we work in Spanish or English, with an interpreter where needed.
• After each meeting we send minutes and a report: what was offered, what was agreed and what needs your decision.
• We turn the agreed points into a draft contract or a schedule of disagreements and check the currency and payment terms.

What we will need from you

• The objectives and priorities of the deal and acceptable concessions.
• A power of attorney in favour of representatives of Kovalev and Partners LLC (we prepare the draft), executed in your country.
• Correspondence and documents already exchanged with the counterparty.
• A contact person who can answer questions quickly during the negotiations.