Category: Russia

Clifford Chance’s Moscow office has advised Pfizer on its agreement to provide finance and technology to Russian pharmaceutical company NovaMedica for the construction of a new production facility in Russia, with the medicines licensed and manufactured under the agreement to be sold by Pfizer and NovaMedica in Russia and the CIS.

According to Clifford Chance, “the collaboration is driven by the Russian government’s ‘localization’ policy for the pharmaceutical sector, through which medicines manufactured in Russia are preferred in tenders for medicines for the public health service. 

NovaMedica’s current shareholders are the Russian government-backed technology fund RUSNANO and U.S. healthcare venture capital fund Domain Associates. According to Clifford Chance, “the collaboration was recently voted Deal of the Year by industry peers at an annual Russian pharmaceutical industry awards ceremony (the Platinum Ounce awards).”

The Clifford Chance team in Moscow was led by Partner Torsten Syrbe and Senior Associate Andrew Robinson. Pfizer’s in-house legal team was led by Karen Saah in New York, with support from Lilia Danilova in Moscow. The cross-practice team in Clifford Chance’s Moscow office also included Senior Associates Ekaterina Sharapova, Ekaterina Matveychuk, Michael Anderson, Maria Chivragova, Sardaana Nogovitsyna, Dmitry Malukevich, Vitaly Koloskov, Olga Mizikova and Kamilla Shikhametova, Associates Ilya Stekunov and Ani Tangyan, and Trainee Anna Semenova.

Goltsblat BLP has advised Deutsche Bank Technology Centre on its lease of 8200 square meters of office space in Moscow’s Aquamarine III Business Centre at 24 Ozerkovskaya Embankment from AFI Development. Goltsblat BLP describes the transaction as representing “the biggest Class A office lease deal in Moscow this year so far.”

The leased office space is in the Centre’s third block, and Deutsche Bank Technology Centre will move in at the shell & core stage. The fit-out is due to be finished by summer next year.

Goltsblat BLP’s project team was led by Real Estate Partner Yuri Chernobrivtsev and included Head of Group Inna Firsova and Associate Angelina Yusufova.

Image Source: afi-development.com

Orrick is reporting that, on July 18, 2017, the U.S. District Court of the Northern District of California dismissed, with prejudice, plaintiffs’ claims against JSC Rusnano and other defendants in a case challenging Rusnano’s acquisition of the Nitol plant in the Irkutsk Region of Russia. Orrick represented JSC Rusnano and nine other corporate and individual defendants in the case.

Rusnano — formerly the Russian Corporation of Nanotechnologies — is a government-owned joint-stock company established as a USD 10 billion private equity and venture capital evergreen fund by the government of Russia that is aimed at commercializing developments in nanotechnology.

The dispute involved the Nitol plant, which manufactures polysilicon, a material used in solar panels.  In 2009 Rusnano, along with another lender, extended a loan to one of the companies in the Nitol group, secured by a pledge of shares of a company within the group. In 2011, Rusnano enforced the pledge and thereby acquired indirect ownership in the plant.

In 2015, plaintiffs Neas Limited and Andrey Tretyakov, indirect minority shareholders in the Nitol group of companies, brought a lawsuit in the Northern District of California challenging the enforcement of the pledge, which they described as a “takeover,” and the resulting acquisition by Rusnano of ownership of the plant.

After two years of litigation, according to Orrick, plaintiffs consented to the dismissal of the case, admitting, in a formal document submitted to and approved by the Court, that “following review by Plaintiffs and their counsel of laws governing the claims asserted in this action as well as all available evidence, including those materials obtained in discovery and all Defendants’ pending Motions to Dismiss, Plaintiffs have determined that there is no meaningful chance of establishing personal jurisdiction over any of the Foreign Defendants or securing a monetary recovery in this action if personal jurisdiction could be established.”

According to Orrick Partner Robert Sills, “the Court dismissed the case with prejudice against all former and present defendants, preventing future litigation on this matter.” In addition to Sills, the Orrick team included Partners Karen Johnson-McKewan and Olga Sirodoeva, along with Senior Associates Igor Margulyan and Konstantin Kasyan and Special Legal Consultant Mikhail Usubyan.

Russian lawyer Sergey Anisimov has joined the Tomashevskaya & Partners team as the Head of Real Estate, Public-Private Partnership, and Infrastructure Projects.

Anisimov previous work experience in the Real Estate practices of Russian law firms Vegas Lex and Capital Legal Services and was also the Senior Attorney in Gleden Invest, a prominent investment-construction holding company. Prior to joining Tomashevskaya & Partners Anisimov served as the Deputy Director of Russia’s Federal road agency, Rosavtodor.

According to Tomashevskaya & Partners, “Sergey is an expert in legal regulation of real estate, development, public-private partnership and infrastructure projects.”

“Tomashevskaya & Partners is one of the most dynamic and professional teams in Russia,” commented Anisimov. “Zhanna Tomashevskaya has a deep knowledge of  development processes and public-private partnership management, so I’m very pleased to work in this practice in Tomashevskaya & Partners.”

“Structuring real estate transactions and legal regulation of infrastructure projects are getting more and more complicated,” added Tomashevskaya. “We are all very happy to get an expert with the  fantastic experience and great negotiation skills.”

The Pepeliaev Group’s St. Petersburg office has successfully represented Korean energy holding company Daesung Industrial Co., Ltd. in its claim for USD 4 million from its Russian counterpart.

According to the Pepeliaev Group, “our client was seeking to recover from its Russian contracting party a four-million dollar debt under agreements for the sale and purchase of products manufactured in Korea. The project continued for more than one year. Our lawyers succeeded in winning the dispute despite the scant and sometimes directly contradictory evidentiary base. The primary difficulty was that there was no single document that amounted to a written sale and purchase (or supply) agreement between the parties. Instead, only e-mail correspondence between representatives of the claimant and the defendant was available. Further, the products from Korea were not shipped directly to the claimant, but they were sent to addresses of third parties which the defendant specified in its e-mail requests. The defendant had no formal connection with the recipients of the products.

Nevertheless, the Pepeliaev Group’s lawyers succeeded in persuading the court that the parties had entered into one-time sale and purchase agreements by exchanging correspondence by e-mail. As a result, the State Commercial Court of St Petersburg and Leningrad Region upheld the client’s claim in full.”

“Currently, an ever increasing number of fraudulent schemes are being used when goods are supplied,” commented Sergey Spasennov, Partner at the Pepeliaev Group. “A particularly popular one involves the scammers asking for goods to be shipped to third parties without executing a contract or after a contract has been executed featuring a front company. The instructions to this effect come from a private e-mail box or by telephone. Subsequently, in court, it will be very difficult to prove that a legal relationship between the parties really existed. However, we succeeded in having several such cases resolved in favor of our clients, which were good-faith businesses.”

The Pepeliaev Group’s team included Partner Sergey Spasennov and Associate Alexandra Antonik, with assistance from the head of the firm’s Korean Desk, Cheong Noh-Chung.

The Moscow and London offices of Debevoise & Plimpton have advised PJSC Polyus in connection with a public offering of shares and depositary receipts and the listing of the depositary receipts on the LSE. Clifford Chance reportedly advised the banks on the offering.

The offering involved an offering of the existing shares of Polyus by Polyus Gold International Limited, the company’s principal shareholder, and by Polyus Gold plc, a subsidiary of PGIL, in each case in the form of shares and depositary receipts , and an offering of new shares by the company. The total size of the offering was USD 799 million, excluding the over-allotment option. The offering was the largest international offering by a Russian issuer since 2Q 2014 and the first offering with a listing of depositary receipts by a Russian issuer on the London Stock Exchange since 2014.

Polyus is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2016 Ore Reserves and Mineral Resources, Polyus ranks second by attributable gold reserves and third by attributable gold resources among the world’s largest gold mining companies.

The Debevoise team advising on the matter was led by London-Based Partner James Scoville and Moscow-based Partners Natalia Drebezgina and Alan Kartashkin and included International Counsels Vera Losonci and Maxim Kuleshov and Associates Marina Abazyan, Laurence Hanesworth, and Timur Ochkhaev. Tax advice was provided by London-based Partner Richard Ward and New York-based Partner Michael Bolotin, as well as International Counsel Cecile Beurrier and Associates ‎Samuel Krawiecz and Ellie Mends.

Editor’s Note: After this article was published Clifford Chance informed CEE Legal Matters that “advised the Joint Global Coordinators and Joint Bookrunners of PJSC Polyus’ public offering of 12,020,442 shares in the form of ordinary shares and depositary receipts and the listing of the depositary receipts on the LSE.” The firm’s Moscow team advising on the matter included Partner Arthur Iliev, Counsel Evgeny Soloviev, and Senior Associate Filipp Petyukov. Clifford Chance’s London team included Partners John Connolly and Adrian Cartwright, US Counsel Arthur Levi, and Senior Associates Tony Lally and Leonid Stoliarski.

NSP is reporting that Partner Dmitry Gladkov has joined the firm in Moscow.

According to NSP, “Gladkov has more than 20 years of … experience implementing highly complex corporate projects (M&A, joint ventures, structuring complex projects and corporate entities), raising capital in local and global stock markets, in banking regulation, and investment transactions.”

Before joining NSP, Gladkov worked for K&L Gates, Debevoise & Plimpton, and Coudert Brothers, as well as heading the legal departments of UBS CIS, BTA Banking Group, and ATON Investment Group. He joins NSP from Corsica Corporate Consulting.

Alexander Nektorov, NSP Managing Partner, noted that, “we have achieved a good mix of our energy, youth, and sportsmanship with Dmitry’s professional and life experience. NSP is an open and fair partnership providing a platform where successful professional find their fulfillment. Without a doubt, with Dmitry’s arrival, NSP will be able to move mountains.

Gladkov added that “there is no doubt that our joined practices will produce a powerful synergy and will allow our clients to leverage our wider range of services, and provide us with the momentum for growth and expansion.”

Capital Legal Services has announced that former Berwin Leighton Paisner Partner and Chadbourne & Parke International Counsel Kyle Davis has joined the firm as Of Counsel.

In addition to Chadbourne and BLP, Davis — who graduated from the School of Law at the University of California, Davis — has worked with Akin Gump Strauss Hauer & Feld, Allen & Overy, and White & Case. According to Capital Legal Services (CLS), “he advises clients on issues of organizing joint enterprises, mergers and acquisitions, business restructuring, transactions on capital markets, in major investment projects and public-private partnership, as well as on general corporate issues.” He also “has extensive experience in providing support for projects in energy, infrastructure, oil and gas and mining, as well as in project financing.”

“I am happy to join the Capital Legal Services team,” said Davis in a statement released by CLS. “The firm has proven itself to be one of the most professional and capable teams on the legal services market in Russia.”

“Kyle’s accession to the team is a milestone event, and I am sure that his rich experience and professionalism will contribute to the future development and expansion of relations with our foreign colleagues and clients,” commented CLS Managing Partner Vladislav Zabrodin. “His presence will also be an excellent platform to continue development of the Moscow office.”

Rodin & Partners, which describes itself as “an independent law firm with a focus on infrastructure, public-private partnership, energy projects and local and international dispute resolution,” was launched in Russia on July 5, 2017. The firm consists of Artem Rodin, ex-partner of infrastructure, PPP and energy practice at CMS, and Timur Djabbarov, previously a senior litigation associate in the complex commercial litigation group at Dechert.

According to a Rodin & Partners statement, Rodin “has more than 12 years of experience advising on transport, waste management, energy, water, wastewater and healthcare projects in Russia, CIS countries, Europe, Asia, and Africa at all stages, including restructuring and settlement of disputes, both in private practice advising state and investors (also with Freshfields Bruckhaus Deringer), and as a General Counsel for Russia and CIS of international energy concern EVN AG.” 

Commenting on the establishment of the new firm, Rodin said “Currently, when the role of a state in the economy is growing, and the number of disputes is increasing, it is the right time for establishment of an independent law firm focused on PPP projects and dispute resolution. On the one hand, having many years of experience in international law firms, we continue to provide high-quality services to our clients, and on the other – a concept of an independent law firm enables clients to avoid excessive costs. In addition, the new model allows partners to be personally involved in all details of each project, reduces the chances for conflicts of interest, and eliminates administrative restrictions and those related to political sanctions.”

Also according to Rodin & Partners, Timur Djabbarov “has more than 13 years of experience representing major Russian and foreign clients in international commercial arbitration, complex domestic and international litigation, which includes commercial, corporate, construction, intellectual property, real estate, product liability, administrative and employment disputes.” He also “advises on bankruptcy, criminal, internal investigation, corporate compliance matters and interactions with state authorities, including law enforcement bodies.”

In that same statement by the firm, Timur Djabbarov is quoted as saying that, “the establishment of an independent firm has been a long-felt intent. The reasons for this are recent geopolitical and economic changes, affecting the activities of our clients. Russian companies and international investors are becoming very selective, demanding and cost-sensitive. We foresee the expectations of the clients. Our concept is rather clear – high standard of quality, individual approach to the client, flexibility and reduction of fees. We achieve this by improving the efficiency of our working processes, which includes the adoption of new technology, and through optimizing costs.”