Category: Russia

  • White & Case Advises Lenders on EuroChem Finance Facility

    White & Case Advises Lenders on EuroChem Finance Facility

    White & Case has advised a group of 13 international banks, coordinated by UniCredit Bank and Raiffeisenbank, on a new USD 820 million unsecured finance facility provided to EuroChem Group AG, a mineral fertilizer producer company.

    A producer of nitrogen, phosphate, and potash fertilizers, as well as certain industrial and mining products, EuroChem is vertically integrated with activities spanning mining to fertilizer production, logistics, and distribution.

    The three-year facility was arranged on a club basis and will be used to refinance part of EuroChem’s debt.

    In an EuroChem press release, Ruslan Karmanny, Head of Corporate Finance and Treasury, commented: “In the current market environment we have been able to refinance part of our debt on attractive terms. The facility was also oversubscribed, which reflects EuroChem’s strong credit profile and the level of support we have among the international banks.”

    The White & Case team was led by Partners Natalia Nikitina (Moscow), Tomas Jine (Prague) and Ekaterina Logvinova (Moscow), with support from Associate Maria Kulmukhametova (Moscow).

    White & Case did not reply to an inquiry on the matter.

    Editor’s note: After this article was published, Dentons announced that it advised EuroChem Group AG on the transaction. The firm’s team was led by Partner Evgenia Laurson, with support from Counsel Dennis Montgomery and Associate ZaurGidalishov, both based in Moscow.

     

  • Nelly Tomashevskaya Heads Tomashevskaya & Partners’s New Privacy & Data Protection Practice

    Nelly Tomashevskaya Heads Tomashevskaya & Partners’s New Privacy & Data Protection Practice

    Nelly Tomashevskaya will head Tomashevskaya & Partners’s new Privacy & Data Protection Practice.

    Tomashevskaya, who joined the firm in 2008, has experience in advising on AI, High Tech, and FinTech projects, and according to Tomashevskaya & Partners, ”her excellent communication skills make her indispensable for business development and client relations of the firm.”

    Tomashevskaya received a Master’s Degree in International Law from the Moscow Academy of Economics and Law. At present, she is completing her Executive MBA degree at the London Business School and the EMBA Global at Columbia Business School.

    “All our team is very happy to start working with Nelly. Her professional skills and charm really inspire everybody in the firm,” said Tomashevskaya & Partners Managing Partner Zhanna Tomashevskaya.

     

  • Statsenko Takes on Wider Regional Role with EY

    Statsenko Takes on Wider Regional Role with EY

    Alexey Statsenko has been appointed the EY Regional General Counsel for Central, Eastern and Southeastern Europe & Central Asia.

    In his new role, Statsenko will be in charge of providing legal support to the EY professional services business in almost thirty countries, with more than sixty EY offices employing about 11,500 employees. 

    Prior to his appointment, Statsenko was the General Counsel for EY in Russia & CIS. Statsenko joined EY in 2009. Before that, Statsenko worked as a Legal & External Affairs Director at Nissan, where he was responsible for legal support and government relations for the Japanese carmaker’s business in Russia and other CIS countries. Prior to Nissan, he worked as Legal Manager for Fonterra CIS.

    Statsenko commented: “I am extremely excited to take up this challenging role in the diverse and complex region with a great potential of growth in many markets. We have the highest performing team of excellent legal professionals supporting EY member firms in the region. I am proud to become the leader of that fantastic team in such a dynamic time.”

     

     

  • EPAM, Macfarlanes, and Maitland Chambers Successful for UC Rusal in Norilsk Nickel Share Conflict

    EPAM, Macfarlanes, and Maitland Chambers Successful for UC Rusal in Norilsk Nickel Share Conflict

    Egorov, Puginski, Afanasiev & Partners, Macfarlanes, and Maitland Chambers have successfully represented UC Rusal in a dispute involving the sale of Norilsk Nickel shares by Roman Abramovich’s Crispian Investments to Vladimir Potanin’s Whiteleave Holdings.

    The London Commercial Court found in favor of UC Rusal (Rusal), the world’s second largest aluminum producer, and declared the purported sale of a 3.99% stake in MMC Norilsk Nickel in February 2018 by Crispian to Whiteleave was “invalid and ineffective.”

    Following a trial in May, Judge Justice Phillips ruled that the original offer to buy the shares back was not made by “a bona fide third party purchaser,” excluding all parties of the shareholder agreement, as well as parties or structures acting in concert with them, from purchasing a stake in MMC Norilsk Nickel. 

    According to Egorov, Puginski, Afanasiev & Partners (EPAM), “the court’s decision fully confirmed the validity of Rusal’s objections to the purported sale.”

    EPAM’s team was led by Chairman Dimitry Afanasiev, Partners Robin Wittering and Evgeny Raschevsky, and Counsel Andrey Mashkovtsev.

    The Macfarlanes team consisted of Partners Simon Nurney and Iain Mackie, and Senior Counsel Joanna Constantis.

    The Maitland Chambers team included Christopher Pymont QC, David Mumford QC, Thomas Munby and James Kinman.

     

  • Eversheds Sutherland in Russia Brings Tax Team from KPMG

    Eversheds Sutherland in Russia Brings Tax Team from KPMG

    Eversheds Sutherland has expanded its tax practice in Russia by hiring Andrey Grachev and a team of lawyers from KPMG. Grachev joins Eversheds as Counsel.

    Grachev will head the Eversheds Sutherland Tax practice. According to Eversheds Sutherland, he “specializes in the field of tax law and has extensive experience in Russian and multinational tax advisory and tax structuring engagements across various industries, negotiations with tax authorities, successful litigations, tax management projects and preparing tax law amendments, as well as discussing them with the Russian Government and Parliament as a member of the Tax and Budget Committee of the Russian State Duma. “

    David Jervis, Eversheds Sutherland Global Co-Head of Tax, commented: “The appointment of Andrey Grachev as Head of Tax in Russia in addition to the recent hire of Partner Paul Beausang as Head of Real Estate Tax in UK demonstrates our commitment to strengthening our Tax practice globally. The combination of Andrey’s broad experience across all areas of tax and Paul’s specialization in commercial real estate ensures that we can continue to offer in-depth tax knowledge and expertise to all our clients.”

    Eversheds Sutherland Russia Managing Partner Victoria Goldman commented that: “We are extremely happy to welcome our new colleagues to our cohesive team. The strengthening of our tax practice permits us to increase the value of our consultations, positioning us to deal with a wide range of issues and solutions that are of interest to our clients. We now have all of the necessary resources to provide our clients with a full line of services in the field of tax consultation.”

     

  • Dolgov Brings Team from Hogan Lovells to Squire Patton Boggs in Moscow

    Dolgov Brings Team from Hogan Lovells to Squire Patton Boggs in Moscow

    Alexander Dolgov has joined Squire Patton Boggs as a partner in the Financial Services Practice Group of the firm’s Moscow office.

    Dolgov brings his team of four lawyers with him from Hogan Lovells, where he led the office’s Infrastructure, Energy, Resources, and Projects group since 2014.

    Dolgov’s expertise covers PPP, project finance in the infrastructure and energy sectors, and real estate. According to Squire Patton Boggs, he ”has worked on several of the most important and successful projects in the region, such as Central Ring Road concessions at the federal level and the first regional healthcare concessions in Podolsk and Balashikha and PPP for Hospital No. 40 in St. Petersburg.” He also advises international and Russian banks, international financial institutions, and state authorities at various levels. 

    Sergey Treshchev, Squire Patton Boggs’ Managing Partner in Moscow, commented: “We’re delighted to welcome Alexander to the firm.  He, his team, and their portfolio of work are well-known to us and will complement our existing expertise in energy, financial services, and real estate. There is a significant, ongoing need for infrastructure project investment across Russia and the CIS, in key areas such as transportation, healthcare, education, waste management and utilities. Alexander will play a critical role in leading our projects work in the region as well as adding to the strength of our Financial Services Practice and Global Infrastructure Group.“

     

     

  • Bryan Cave Leighton Paisner Advises MasterCard on Launch of First Russian Cash-Out Service

    Bryan Cave Leighton Paisner Advises MasterCard on Launch of First Russian Cash-Out Service

    Bryan Cave Leighton Paisner Russia office has advised MasterCard Member Association on its launch of a new service, consisting of simultaneous cash-out with POS payment by bank card at shop tills, tentatively named “Cash-Out” or “Purchase with Cash Back” on the Russian market.

    According to BCLP, although MasterCard has already introduced the service in other countries, Cash-Out has never been previously offered in Russia.

    The BCLP team was led by Partner and Head of TMT Ekaterina Dedova and Head of Commercial Practice Alexey Gorlatov.

     

  • Andrey Grachev to Lead Tax Practice at Eversheds Sutherland in Russia

    Andrey Grachev to Lead Tax Practice at Eversheds Sutherland in Russia

    Eversheds Sutherland Russia has announced that Andrey Grachev has joined the firm as Head of Tax, bringing his team along with him.

    According to Eversheds Sutherland, “Grachev has a broad experience in various tax matters, including tax consulting on domestic and international tax structures, tax litigation and dispute resolution, tax due diligence, and assessment of tax implications of various transactions.”

    “I do highly appreciate the partners’ trust in my team and me,” said Grachev, “and I believe that we will make a valuable contribution to the firm’s business in Russia. Due to the current economic and political situation, the calculation and payment of taxes is being greatly scrutinized by public authorities. The automatization and globalization of tax control measures could create additional risks for domestic and foreign companies in their transactions. It is exactly with this in mind that we are here at Eversheds Sutherland are attempting to eliminate and mitigate these risks, or, in the worst case scenario, defend our clients in tax disputes.”

    According to Eversheds Sutherland, “a valuable part of his experience is tax mediation and ongoing communication with tax authorities concerning tax methodology issues, as well as preparing tax law amendments and consulting clients on the peculiarities of the legislative process in Russia.” He also has business sector experience with a focus on transport, IT retail, and manufacturing.

    Grachev is also a member of the Expert Council of Tax and Budget Committee of the Russian State Duma.

    Before joining Eversheds Sutherland, Grachev was a Director of Tax and Legal Department at KPMG Russia and CIS. He also collaborated with Sibur, Pepeliaev, Goltsblat & Partners, and Ministry of Economic Development of the Russian Federation.

    Grachev received his education at O.E. Kurafin Moscow State Academy of Law.

     

  • Edwin Tham and Peter Khokhlov Join Danilov & Partners Partnership

    Edwin Tham and Peter Khokhlov Join Danilov & Partners Partnership

    Senior Counsel Edwin Tham and Counsel Peter Khokhlov have been promoted to Partner at the former Danilov & Konradi law firm in Moscow, which now changes its name to Danilov & Partners.

    Edwin Tham is qualified as an English solicitor, Singapore advocate and solicitor, and New York attorney. He has been leading the firm’s Asian practice since 2015. Before joining the firm, Tham was the Managing Partner of the Moscow office of Allen & Overy.

    Peter Khokhlov will lead the firm’s US practice and ICO and blockchain practice group. He is a member of the New York Bar. Before joining the firm in 2015, he worked for both KPMG and Hogan & Lovells.

    “Our firm used to be a corporate boutique,” said Managing Partner Andrei Danilov. “Over the past four years, we have made great progress – increasing our team fourfold, successfully completing deals with an aggregate value of USD 15 billion and establishing new practice areas.” Danilov also described himself as “sure that the new status of Edwin Tham and Peter Khokhlov will strengthen the firm’s position on the market.”

     

  • PPPs vs. Concessions in Russia

    Public private partnerships and concessions are effective tools to allow governments to partner with the private sector to develop and finance key infrastructure projects. These forms of collaboration are particularly relevant in Russia, where infrastructure investment needs are estimated by the World Bank to be about USD 1 trillion.

    Not surprisingly, Russia has a well-developed legislative framework around PPPs and concessions to ensure the balanced allocation of risk between investors and public entities, with separate federal laws on PPPs (effective from 2016) and on Concession agreements (effective from 2005) supplemented by regional and municipal legislation. 

    PPP and Concession Law – Similarities and Differences

    The key difference between a PPP and a concession under Russian law is that in a PPP the investor gets ownership of the developed object, while in a concession the public entity acquires ownership. Another important difference is that in a PPP the technical maintenance and functional operation of an object can be split between the private and public entities; this is not allowed under a concession agreement, where both functions must be performed by the concessionaire. 

    Both PPP and concession laws allow direct agreements with the financing parties in order to define the details of their participation in projects, including relevant step-in and other protection mechanisms.

    Currently, real (immovable) property is always required to be part of any infrastructure to be delivered under the PPP or concession agreement. Equipment, machinery, and other assets considered as movable property can be delivered under the agreement only if they are technically and functionally attached to an immovable part of the infrastructure. The Russian government is planning legislative changes to allow such agreements to be concluded with respect to IT infrastructure without requiring the involvement of immovable properties. The draft federal law on developing IT infrastructure under PPP and concession agreements was adopted in the first reading on January 10, 2018. 

    As a general rule, PPP and concession agreements are concluded through a competitive tender. However, as an alternative, potential investors may submit a “private initiative,” which — in a nutshell — is an unsolicited proposal to a public partner or grantor to execute a PPP or concession agreement. The proposal for the private initiative should include a draft of the proposed agreement and a financial model.  The public partner or grantor will then consider the proposal and decide whether or not to implement the project, and if so, whether to accept it under the proposed or modified conditions. If the decision is positive, the government must officially publish the project to give other investors the chance to bid. If other bidders come forward, a competitive tender is required. In the absence of other bidders, the PPP or concession agreement may be concluded without a tender.  

    There are special rules regarding the participation of foreign companies in Russian PPP and concession projects. As a general rule, foreign companies are allowed to participate in concession agreements, with the exception of projects related to utilities or military infrastructure, but only Russian companies can participate in PPP agreements. However, these restrictions are not applicable to Russian subsidiaries of foreign companies registered as Russian legal entities. 

    What’s Next?

    Russia’s PPP and concession laws are constantly developing to make such projects more attractive to investors and financing organizations. There are currently a large number of proposed amendments aimed at further improving the PPP and concession legislation, including the aforementioned draft law on IT-related projects. The Russian President also announced a new mechanism, called an “infrastructure mortgage,” which would allow the full compensation for the investments of the private partner or concessionaire by the public partner or grantor. The specifics of this mechanism are still being developed and discussed by the authorities. The Russian Ministry of Economic Development has also prepared and announced a massive set of upcoming amendments to the PPP and concession legislation to further increase its attractiveness to investors.   

    Leading Russian banks like Gazprombank, VTB, and Sberbank are very active in initiating and financing PPPs and concessions, and they have built up teams and departments to focus on such infrastructure projects. So far, these banks remain the leaders in PPPs and concessions in Russia, at least on the federal and regional levels. However, this situation is changing and local construction and operations companies, which historically operated based on classic public procurement mechanisms, are starting to take a more proactive position and increase their competencies in order to take a more leading role in the PPP and concessions market in Russia.

    By Karina Chichkanova, Partner, Dentons

    This Article was originally published in Issue 5.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.