Category: Russia

The Moscow office of Dentons has advised the controlling shareholder of PJSC ChelPipe, Andrey Komarov, on the sale of his 86.54% share in the company to PJSC TMK. Latham & Watkins advised the buyer.

According to Dentons, “as part of the transaction, TMK will acquire Chelpipe’s production, sales and service assets, scrap procurement and processing, and other assets related to the activities of the pipe and pipeline division.” In addition, the firm reported, Chelpipe’s oil services division, Rimera Group, was not included in the deal.

ChelPipe is a Russian metallurgical company which primarily focuses on the production of pipes. According to Dentons, the company has its own developed regional sales network, Uraltrubostal, represented by 13 branches throughout the country with an annual turnover of about 300,000 tons of pipe products. ChelPipe’s service centers of are located in Russia’s key oil-producing regions of Chelyabinsk and Sverdlovsk, as well as in Benesov, Czech Republic.

ТМК is a supplier of steel pipes and related services for the oil and gas industry. The company operates production sites in Russia, Romania, and Kazakhstan.

This marks a second transaction Dentons has advised ChelPipe on in recent years, after it assisted the company with its debut USD 300 million Eurobond issuance in 2019 (as reported by CEE Legal Matters on October 28, 2019).

The Dentons team consisted of Partner Maria Oleinik, Counsel Anton Kunashov, and Associate Olga Sokolova.

Latham & Watkins’s team included Partner Alexander Gomonov and Associates Oksana Uberwolf, Timur Bayramov, Leonid Lepold, and Bairas Magadeev.

DLA Piper has advised KazanExpress on an acquisition of a 30% stake in the company from AliExpress Russia — a joint venture between China’s Alibaba Group and Russia’s MegaFon, Mail.ru Group, and Russian Direct Investment Fund. Alrud advised AliExpress Russia on the deal. Financial terms were not disclosed.

KazanExpress.ru is an online marketplace for Chinese and Russian goods with free one-day delivery. According to DLA Piper, “the investment will help the company expand its logistics platform, supporting its active expansion from 33 to 127 cities in the European part of Russia.”

DLA Piper’s Moscow-based team was led by Partner Leo Batalov and included Legal Directors Andrei Sheetkin and Alexei Kolesnikov and Associate Alexandra Braterskaya.

Alrud’s team included Partner Alexander Zharskiy, Counsel Oleg Ezhov, Senior Associate Timur Akhundov, and Associates Alexander Shipilov and Irina Cherdintseva.

DLA Piper has advised Renera, a Russian energy storage business owned by Rosatom’s Tvel Fuel Company, on the acquisition of a 49% stake in Enertech International, a South Korean manufacturer of electrodes, lithium-ion storage cells, and energy storage systems. Monastyrsky, Zyuba, Stepanov & Partners advised Enertech on the deal.

According to DLA PIper, “the alliance with its South Korean partner is part of Rosatom’s strategy to invest in non-nuclear businesses and is only a first step towards developing and manufacturing state-of-the art energy storage systems.” According to the firm, “the signed agreement also envisages the construction of a facility for manufacturing lithium-ion cells and energy storage systems in Russia, with at least a 2 GWh production capacity by 2030. The start of production at the Russian plant is scheduled for 2025. Lithium-ion batteries made in Russia will be used in electric vehicles (trucks, buses and passenger cars), in special equipment, and on power grids.”

DLA Piper’s Moscow-based team was led by Partner Steffen Kaufmann and included Legal Director Mukhamed Evloev, Counsel Julianna Tabastajewa, Senior Associate Azamat Abdulmenov, and Associate Alexander Mysov.

The Monastyrsky, Zyuba, Stepanov & Partners team included Partner Mikhail Motritch and Senior Associate Alena Shubina.

Cloud solutions have proven to be cost-efficient, productive and flexible for any business sphere. Technically, they are not intended for downloading by users, as users only get access to certain functions. Still, sometimes download option is available. Hence a question: which type of agreement works better between a cloud provider and users, i.e. license, service or hybrid?

If there is a cloud solution without the user downloading the provider’s software, then a service agreement would be most appropriate. Alternatively, the use of a cloud solution with downloadable software would be duly regulated by a hybrid agreement combining provisions related to the licensing of the software and provision of services by the cloud provider.

Since quality of service is a key element of a cloud, the agreement in question should contain guaranteed performance indicators for each computing resource and detailed measurable characteristics (processor frequency, disk speed, etc.), which may allow for the evaluation of the quality of the services provided. This is a disadvantage of a license, as it grants the right to use a software solution which may still not be assessed from the quality standpoint.

A service agreement should also guarantee safety and integrity of the customers’ data, the prevention of its loss (which usually includes an obligation of the provider to take security measures and back up the data), as well as for the provider to bear liability in the event that the cloud service becomes unavailable for users through the provider’s fault. In some cases, the provider can also take out liability insurance as an additional guarantee for customers.

In some cases, the provider needs to access data in order to perform a back-up. Besides, access may be granted to third parties whose infrastructure/services the provider uses (e.g., the service provider may deploy its applications on thirty-party infrastructure). Upon termination of the contract, data uploaded to the cloud is to be deleted from all the provider’s servers and also from third-party systems to which the provider transferred such data.

Since the user (as an operator) may upload to the cloud personal data collected in Russia and this data may be transferred abroad if, for example, the provider’s server is located outside Russia, the agreement must include certain information about the location of the provider’s and third parties’ servers used for storing personal data. If the server is located outside of Russia, the operator needs to obtain individuals’ consents to the cross-border transfer of their personal data unless the recipient country is on the list approved by the Russian surveillance authority (Roskomnadzor), or the recipient country has signed the Convention for the protection of individuals with regard to automatic processing of personal data (1981). Also, the operator should localize the personal data of Russian citizens in Russia by means of using databases (servers) located in Russia in the course of the recording, arrangement, accumulation, storage, rectification (renewal, alteration) and retrieval of the personal data of Russian citizens, unless the law allows otherwise. A failure to localize personal data may lead to significant administrative fines (in some cases, up to USD 240,000).

In addition, the operator is required to comply with other numerous requirements on personal data, such as to ensure legal grounds for the collecting and processing of personal data (e.g., an agreement with the personal data subject or a consent, etc.), notify the Russian supervisory authority of the intention to process personal data, publish an internal policy on personal data, appoint a data protection officer (DPO), apply necessary security measures to personal data, etc. In practice, in order to reduce extensive paperwork, many companies assess the level of risk associated with various minor inconsistencies, as in some cases the negative consequences do not exceed the resources required to adopt numerous internal documents.

To sum up, cloud solutions are a great alternative to usual schemes of dealing with data, but it is important to make sure that the relevant contracts provide for sufficient protection of all parties.

By Vera Zotova, Associate, and Alexey Nikitin, Specialist Partner, Borenius

Korelskiy Ischuk Astafiev & Partners has become the official legal consultant of the International Chess Federation.

The International Chess Federation is the governing body of the sport of chess that regulates all international chess competitions. FIDE was founded in 1924 in Paris and is currently headquartered in Lausanne, Switzerland.

KIAP reported that, according to the terms of the agreement, “its lawyers will provide a full range of services regarding any legal issues arising from FIDE’s activities.”

In addition, KIAP reported that it is the founder of the International Charity Tournament for Lawyers and their Friends Legal Chess, which will take place in the summer of 2021.

Egorov Puginsky Afanasiev & Partners has helped the Samolet Group register the trademark of the group’s brand with Russia’s Federal Service for Intellectual Property, or “Rospatent.”

The Samolet Group is a Russian developer of residential, commercial, and industrial properties. 

According to EPAM, Rospatent concluded that “Samolet’s brand is well-known and related to construction and real estate operations across Russia, although the specificity of the business only provides for operations in certain regions.”

EPAM’s team included Counsel Pavel Sadovsky and Senior Associate Maxim Burda.

The Moscow office of DLA Piper has picked up a four-person Real Estate team from Clifford Chance, led by Senior Counsel Marc Bartholomy and including Legal Director Nick Diakoumis, Senior Associate Anna Krutik, and Associate Alexandra Kuznetsova.

Bartholomy began his career at the Frankfurt office of Clifford Chance in 1994, and he had been a partner in the firm’s Moscow office since 1999. According to DLA Piper, “with more than 25 years of experience, Bartholomy’s practice focuses on real estate projects, including acquisitions and disposals, construction and development, financing and leasing.”

 “Marc and his team are no doubt a great complement to our practice as this hire marks a further step in the continued growth of DLA Piper’s Russian business,” commented Constantine Lusignan, Country Managing Partner of DLA Piper in Russia and the CIS. 

“The team and I are very excited about joining DLA Piper Real Estate team and look forward to contributing to the further expansion of this already successful practice, helped by the synergies that exist within a market leading firm and the full service offering that it has,” said Bartholomy.

Elena Kucheryavaya has joined LifeScan as Legal Director EMEA and Personal Data Officer in Russia.

At beginning of her career, Kucheryavaya spent six months at Enka in 2005. She moved to Business Dialogue in December of the same year, where she was first Legal Counsel until 2007 and then Senior Lawyer until 2008. She then joined Bacardi Rus, where she stayed for over six and a half years. Between March 2015 and December 2016, Kucheryavaya was Senior Legal Counsel at Sony Electronics. Finally, she moved to Moet Hennessy in 2016, where she stayed until joining LifeScan in February 2021.

Originally reported by CEE In-House Matters.

Egorov Puginsky Afanasiev & Partners has advised Russian retailer Lenta on its re-domiciliation from Cyprus to Russia.

Lenta is a St. Petersburg-headquartered hypermarket chain that operates 122 hypermarkets in 63 cities in Russia, as well as 27 supermarkets in Moscow. The company was founded in 1993 and currently employs around 35,100 people.

According to EPAM, Lenta was registered as a new resident of the Special Administrative Region on Oktyabrsky Island, Kaliningrad Oblast, on February 17, 2021. 

EPAM’ s team consisted of Partner Arkady Krasnikhin, Counsel Oleg Ushakov, Senior Associates Tatyana Boyko and Maxim Baryshev, Associate Gilyana Haraeva, and Junior Associates Dmitry Kabanov and Svetlana Apsalikova.

Russian lawyer Sergey Viktorov has joined Santen in Amsterdam as Compliance Director, EMEA.

Viktorov spent a year at Arlan as Deputy Legal Director before moving to MKD Group in 2006. From 2008-2010 he worked at Lakeshore International, then moved to GSK as Legal Director for the Russia/CIS region. Finally, Viktorov moved to Novo Nordisk in 2016, where he was Legal, Compliance & Quality Director until joining Santen in February 2021.

Originally reported by CEE In-House Matters.