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+7 499 408 54 41

info@rightslaw.ru

11/10 Letnikovskaya Street, Moscow

Paveletskaya

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Real estate acquisition, construction and disposals

  • Legal advice to the borrowers in relationships with banks, providing financing (including secured financing);
  • Real estate sale and purchase transactions, including asset transactions and share purchases through the SPV structure;
  • Forward acquisition of real estate (“future sale and purchase”);

Real estate leasing

  • Drafting short-term and long-term leases, preliminary lease agreements;
  • Structuring future lease relationships where a client tends to lease or lease out “future” premises;
  • Legal support in lease relationships prior, during or after the contract.

Real estate operation and management, infrastructure

  • Legal support in relationships with utility providers (power supply, water supply, sewage, gas supply, heat);
  • Legal support in relationships with operation companies (e.g. cleaning companies, security agencies);
  • Legal support in relationships with lease brokers;

Legal due diligence of real estate

  • Legal due diligence of the counterparty’s title to the immovable property;
  • Legal check of the immovable property against any encumbrances (either registered or not registered);
  • Legal check of SPV status;
  • Recognition of relevant legal risks and advice on its mitigation;

IP consulting

  • Advice on creation and use of IP, disposal of exclusive rights to such property, and its security;
  • Structuring the transactions related to use of IP within Russia subject to the Russian IP and tax laws;
  • Legal due diligence of IP and its registration;
  • License agreements and agreements on the alienation of the exclusive rights to trademarks, service marks, copyright items, software, know-how, inventions, utility models, industrial patterns;
  • Commissioning contracts, publishing agreements, trademark development agreements;
  • IP trust management agreement;
  • Confidentiality agreements and regulations;
  • Pledge of IP rights;
  • Distribution agreements, service, agency and other agreements related to IP;
  • Drafting agreements related to the title to works for hire (including determination of fees for employees);
  • Preparing the IP security policies (including with regard to web-content);
  • Legal advice on issues connected with web-domain names.

IP registration

  • Preparation of legal opinions in relation to registrability of IP items;
  • Drafting and filing of applications for state registration of IP items (trademarks, industrial patterns, utility models, etc);
  • Registration of licence agreements and agreements on the alienation of the exclusive rights to trademarks, franchise agreements and relevant amendments thereto;
  • Prolongation of registration of trademarks and patents, maintenance of IP registration;
  • Inclusion of IP items into the customs register for import control.

Personal data

  • Complex due diligence and advice with regard to compliance with laws on personal data. Adaptation of the company’s activities to the requirements of laws on personal data (including drafting of local regulations, consent forms, etc).

Tax consulting

  • Administration of corporate profit tax, VAT, property tax, personal income tax, land tax and other, administration of special tax regimes;
  • Assessment and mitigation of tax risks;
  • Tax planning and optimization, administration of tax deductions and exemptions;
  • Taxation of multicorporate enterprises;
  • Transactional taxation (including M&A taxation);
  • Taxation of stock market transactions;
  • Advice on transfer pricing issues.

International taxation

  • Analysis of existing business model, assessment of its tax implication in Russia and abroad, working-out of alternative solutions;
  • Analysis of interest and dividend payment structure and preparation of more effective solutions;
  • Development of step-by-step plans for M&A transactions involving foreign holding companies;
  • Analysis of double taxation treaties (subject to OECD Model Tax Convention and latest trends of Russian court practice).

Foreign investments. Taxation of foreign companies in Russia

  • Structuring the activities of foreign investor in Russia subject to applicable taxation rules and preferences;
  • Legal support of investment projects from their initial stages;
  • Advising foreign companies on taxation issues.

Tax implications of foreign activities of Russian companies

  • Tax support in acquisitions by Russian companies of foreign assets, including real estate, securities;
  • Advising Russian companies on taxation of foreign trade operations;
  • Structuring of activities of Russian companies related to entry to foreign markets, including the choice of the most optimal jurisdiction for holding company registration (including offshore jurisdictions);
  • Advising Russian companies on taxation in acquisition of foreign assets including shares in foreign companies, real estate;
  • Legal support in establishment of business abroad.

Investments

  • Mergers and acquisitions: transaction and corporate structuring, risk assessment (including tax risks), preparation of necessary documents;
  • Equity investments through the purchase or issuance of shares / participation interests in the charter capital of the companies;
  • Debt financing: preparation of credit / loan agreements, facility agreements and security agreements (pledges of movables, mortgages, share pledges and other securities);
  • Co-investments: establishment of joint ventures and companies with multiple investors, drafting shareholders’ agreements;
  • Advice on investment funds activities (including mutual investment funds).

Corporate maintenance

  • Corporate governance: formation of the governance structure, establishment of governing bodies;
  • Day-to-day activities: drafting of internal acts, regulations, instructions, sample agreements, review of drafts;
  • Reorganization: planning reorganization subject to tax and other issues, preparation of necessary decisions, establishment of companies (including within off-shore jurisdictions);
  • Preparation of memorandums regarding any legal issues;
  • Legal due diligence.

Advising on business operations and relationships with counterparties

  • Development and analysis of business start-up and operation models, structuring of the distribution system;
  • Antimonopoly audit, development of compliance and trading policies;
  • Coordination of agreements contemplating antimonopoly risks with Federal Antimonopoly Service of the Russia (FAS);
  • Legal advice on the remedy of antimonopoly law violations.

Advising on interaction with antimonopoly authorities

  • Analysis of FAS requests and preparation of responses to such requests;
  • Advice on issues related to FAS inspections including representation within scheduled and unscheduled inspections;
  • Representation of client’s interest within FAS case hearings in respect of antimonopoly law and other administrative violations.

Judicial representation in antimonopoly law violation cases

  • Representation of client’s interests in cases of challenging of FAS’ rulings;
  • Representation of client’s interests in cases of challenging of FAS administrative violation orders.

Coordination of approvals of economical concentration

  • Coordination of transactional approval from FAS and other regulators (Governmental commission for control over foreign investments, Central Bank of the Russian Federation, etc) in respect of acquisition of shares (equity), fixed production assets and/or soft assets of companies, and in respect of establishment, merger and acquisitions of companies; notification of antimonopoly regulators on such transactions.

Advising on procurement procedures under Federal Laws No. 44-FZ and 223-FZ

  • Advising on tender and other procurement procedures;
  • Representation of client’s interests in administrative and judicial challenging of tenders and procurement procedures.

For creditors

  • Preparation and filing of involuntary bankruptcy petition on behalf of a creditor to arbitration court;
  • Preparation and filing of petition on inclusion of creditor’s claim into the register of creditors’ claims of the debtor;
  • Finding of suspicious transactions and preferable transactions, challenging of such transactions;
  • Bringing of entities controlling the debtor to the liability;
  • Collection and systematization of information on debtors and their financial position;
  • Judicial debt collection including preparation and filing of claims, representation in court, legal support within enforcement proceedings;
  • Levying of execution on pledged property, including arrangements of evaluation of such property, preparation and filing of claims, representation in court, legal support within enforcement proceedings.

For debtors

  • Representation of client’s interests in negotiations with creditors including in respect of debt restructuring;
  • Legal support of debt / claim assignment transactions;
  • Carrying out of measures intended to avoid judicial debt collection, including representation in court and challenging of transactions;
  • Development of bankruptcy prevention plan;
  • Analysis of property and financial position of debtor in order to develop the liquidation strategy, preparation of liquidation plan including with a use of bankruptcy procedures;
  • Legal support of voluntary liquidation;
  • Preparation and filing of voluntary bankruptcy petition.

For debtors/creditors

  • Challenging actions/omissions of official receivers in courts, Rosreestr and/or self-regulatory organizations;
  • Legal support of debt acquisition transaction(s);
  • Representation in court hearings of bankruptcy hearings;
  • Judicial challenging of unjustified and/or doubtful claims to the debtor;
  • Preparation and filing of applications on behalf of allied/affiliated creditors on inclusion of their claims into the register of creditors’ claims;
  • Participation in meetings/creditors’ committee, arrangement and holding of meetings of creditors in case of avoidance from this obligation by official receiver;
  • Arrangement of tender sale of the debtor’s property;
  • Selection and agreement with the client of the official receiver;
  • Legal support of official receiver’s activities;
  • Legal support of observation procedure;
  • Legal support of financial rehabilitation procedure;
  • Legal support of external management procedure;
  • Judicial challenging of debtor’s property evaluation;
  • Legal support in preparation, coordination and execution of settlement agreement.

Support of business negotiations, legal support in business meetings

  • Provision of advice in oral, phone, e-mail and other form convenient to the client on business operations;
  • Check of fair practices of counterparties;
  • Representation in courts;
  • Drafting of pre-judicial notices against the counterparties;
  • Preparation of written opinions, legal review of documents;

Representation of client’s interests before state authorities, commercial banks and counterparties

  • Pre-judicial and judicial dispute resolution;
  • Claim settlement;
  • Legal support in document management organization and internal legal trainings;
  • Check of fair practices of counterparties.

Real estate acquisition, construction and disposals

  • Legal advice to the borrowers in relationships with banks, providing financing (including secured financing);
  • Real estate sale and purchase transactions, including asset transactions and share purchases through the SPV structure;
  • Forward acquisition of real estate (“future sale and purchase”);

Real estate leasing

  • Drafting short-term and long-term leases, preliminary lease agreements;
  • Structuring future lease relationships where a client tends to lease or lease out “future” premises;
  • Legal support in lease relationships prior, during or after the contract.

Real estate operation and management, infrastructure

  • Legal support in relationships with utility providers (power supply, water supply, sewage, gas supply, heat);
  • Legal support in relationships with operation companies (e.g. cleaning companies, security agencies);
  • Legal support in relationships with lease brokers;

Legal due diligence of real estate

  • Legal due diligence of the counterparty’s title to the immovable property;
  • Legal check of the immovable property against any encumbrances (either registered or not registered);
  • Legal check of SPV status;
  • Recognition of relevant legal risks and advice on its mitigation;

IP consulting

  • Advice on creation and use of IP, disposal of exclusive rights to such property, and its security;
  • Structuring the transactions related to use of IP within Russia subject to the Russian IP and tax laws;
  • Legal due diligence of IP and its registration;
  • License agreements and agreements on the alienation of the exclusive rights to trademarks, service marks, copyright items, software, know-how, inventions, utility models, industrial patterns;
  • Commissioning contracts, publishing agreements, trademark development agreements;
  • IP trust management agreement;
  • Confidentiality agreements and regulations;
  • Pledge of IP rights;
  • Distribution agreements, service, agency and other agreements related to IP;
  • Drafting agreements related to the title to works for hire (including determination of fees for employees);
  • Preparing the IP security policies (including with regard to web-content);
  • Legal advice on issues connected with web-domain names.

IP registration

  • Preparation of legal opinions in relation to registrability of IP items;
  • Drafting and filing of applications for state registration of IP items (trademarks, industrial patterns, utility models, etc);
  • Registration of licence agreements and agreements on the alienation of the exclusive rights to trademarks, franchise agreements and relevant amendments thereto;
  • Prolongation of registration of trademarks and patents, maintenance of IP registration;
  • Inclusion of IP items into the customs register for import control.

Personal data

  • Complex due diligence and advice with regard to compliance with laws on personal data. Adaptation of the company’s activities to the requirements of laws on personal data (including drafting of local regulations, consent forms, etc).

Tax consulting

  • Administration of corporate profit tax, VAT, property tax, personal income tax, land tax and other, administration of special tax regimes;
  • Assessment and mitigation of tax risks;
  • Tax planning and optimization, administration of tax deductions and exemptions;
  • Taxation of multicorporate enterprises;
  • Transactional taxation (including M&A taxation);
  • Taxation of stock market transactions;
  • Advice on transfer pricing issues.

International taxation

  • Analysis of existing business model, assessment of its tax implication in Russia and abroad, working-out of alternative solutions;
  • Analysis of interest and dividend payment structure and preparation of more effective solutions;
  • Development of step-by-step plans for M&A transactions involving foreign holding companies;
  • Analysis of double taxation treaties (subject to OECD Model Tax Convention and latest trends of Russian court practice).

Foreign investments. Taxation of foreign companies in Russia

  • Structuring the activities of foreign investor in Russia subject to applicable taxation rules and preferences;
  • Legal support of investment projects from their initial stages;
  • Advising foreign companies on taxation issues.

Tax implications of foreign activities of Russian companies

  • Tax support in acquisitions by Russian companies of foreign assets, including real estate, securities;
  • Advising Russian companies on taxation of foreign trade operations;
  • Structuring of activities of Russian companies related to entry to foreign markets, including the choice of the most optimal jurisdiction for holding company registration (including offshore jurisdictions);
  • Advising Russian companies on taxation in acquisition of foreign assets including shares in foreign companies, real estate;
  • Legal support in establishment of business abroad.

Investments

  • Mergers and acquisitions: transaction and corporate structuring, risk assessment (including tax risks), preparation of necessary documents;
  • Equity investments through the purchase or issuance of shares / participation interests in the charter capital of the companies;
  • Debt financing: preparation of credit / loan agreements, facility agreements and security agreements (pledges of movables, mortgages, share pledges and other securities);
  • Co-investments: establishment of joint ventures and companies with multiple investors, drafting shareholders’ agreements;
  • Advice on investment funds activities (including mutual investment funds).

Corporate maintenance

  • Corporate governance: formation of the governance structure, establishment of governing bodies;
  • Day-to-day activities: drafting of internal acts, regulations, instructions, sample agreements, review of drafts;
  • Reorganization: planning reorganization subject to tax and other issues, preparation of necessary decisions, establishment of companies (including within off-shore jurisdictions);
  • Preparation of memorandums regarding any legal issues;
  • Legal due diligence.

Advising on business operations and relationships with counterparties

  • Development and analysis of business start-up and operation models, structuring of the distribution system;
  • Antimonopoly audit, development of compliance and trading policies;
  • Coordination of agreements contemplating antimonopoly risks with Federal Antimonopoly Service of the Russia (FAS);
  • Legal advice on the remedy of antimonopoly law violations.

Advising on interaction with antimonopoly authorities

  • Analysis of FAS requests and preparation of responses to such requests;
  • Advice on issues related to FAS inspections including representation within scheduled and unscheduled inspections;
  • Representation of client’s interest within FAS case hearings in respect of antimonopoly law and other administrative violations.

Judicial representation in antimonopoly law violation cases

  • Representation of client’s interests in cases of challenging of FAS’ rulings;
  • Representation of client’s interests in cases of challenging of FAS administrative violation orders.

Coordination of approvals of economical concentration

  • Coordination of transactional approval from FAS and other regulators (Governmental commission for control over foreign investments, Central Bank of the Russian Federation, etc) in respect of acquisition of shares (equity), fixed production assets and/or soft assets of companies, and in respect of establishment, merger and acquisitions of companies; notification of antimonopoly regulators on such transactions.

Advising on procurement procedures under Federal Laws No. 44-FZ and 223-FZ

  • Advising on tender and other procurement procedures;
  • Representation of client’s interests in administrative and judicial challenging of tenders and procurement procedures.

For creditors

  • Preparation and filing of involuntary bankruptcy petition on behalf of a creditor to arbitration court;
  • Preparation and filing of petition on inclusion of creditor’s claim into the register of creditors’ claims of the debtor;
  • Finding of suspicious transactions and preferable transactions, challenging of such transactions;
  • Bringing of entities controlling the debtor to the liability;
  • Collection and systematization of information on debtors and their financial position;
  • Judicial debt collection including preparation and filing of claims, representation in court, legal support within enforcement proceedings;
  • Levying of execution on pledged property, including arrangements of evaluation of such property, preparation and filing of claims, representation in court, legal support within enforcement proceedings.

For debtors

  • Representation of client’s interests in negotiations with creditors including in respect of debt restructuring;
  • Legal support of debt / claim assignment transactions;
  • Carrying out of measures intended to avoid judicial debt collection, including representation in court and challenging of transactions;
  • Development of bankruptcy prevention plan;
  • Analysis of property and financial position of debtor in order to develop the liquidation strategy, preparation of liquidation plan including with a use of bankruptcy procedures;
  • Legal support of voluntary liquidation;
  • Preparation and filing of voluntary bankruptcy petition.

For debtors/creditors

  • Challenging actions/omissions of official receivers in courts, Rosreestr and/or self-regulatory organizations;
  • Legal support of debt acquisition transaction(s);
  • Representation in court hearings of bankruptcy hearings;
  • Judicial challenging of unjustified and/or doubtful claims to the debtor;
  • Preparation and filing of applications on behalf of allied/affiliated creditors on inclusion of their claims into the register of creditors’ claims;
  • Participation in meetings/creditors’ committee, arrangement and holding of meetings of creditors in case of avoidance from this obligation by official receiver;
  • Arrangement of tender sale of the debtor’s property;
  • Selection and agreement with the client of the official receiver;
  • Legal support of official receiver’s activities;
  • Legal support of observation procedure;
  • Legal support of financial rehabilitation procedure;
  • Legal support of external management procedure;
  • Judicial challenging of debtor’s property evaluation;
  • Legal support in preparation, coordination and execution of settlement agreement.

Support of business negotiations, legal support in business meetings

  • Provision of advice in oral, phone, e-mail and other form convenient to the client on business operations;
  • Check of fair practices of counterparties;
  • Representation in courts;
  • Drafting of pre-judicial notices against the counterparties;
  • Preparation of written opinions, legal review of documents;

Representation of client’s interests before state authorities, commercial banks and counterparties

  • Pre-judicial and judicial dispute resolution;
  • Claim settlement;
  • Legal support in document management organization and internal legal trainings;
  • Check of fair practices of counterparties.