Category: Russia

Russia’s BGP Litigation firm has advised Hyundai Samho Heavy Industries Co. Ltd. on its entrance into a “large scale joint venture project with PJSC Rosneft” in the Russian Far East.

The JV company – Zvezda-Hyundai LLC – was established in May 2017 in the town of Bolshoy Kamen in the Primorsky Kra region of the Russian Far East to “provide design documentation, engineering services, and personnel to a shipbuilding complex in the town of Bolshoy Kamen on the basis of Zvezda plant.” According to BGP Litigation, “Hyundai Samho Heavy Industries will contribute technology and render technical support for the construction of modern and environmentally friendly Aframax type tankers which operate on NGV fuel.” 

The Moscow, London, Hong Kong, and Shanghai offices of Debevoise & Plimpton have advised Polyus Gold International Limited in connection with its agreement to sell an up to a 15% stake in PJSC Polyus for a total consideration of up to approximately USD 1.4 billion to a consortium led by Fosun International Limited and including Hainan Mining Co., Ltd and Zhaojin Mining Industry Company Limited. Norton Rose Fulbright advised the buyers.

PJSC Polyus is the largest gold producer in Russia and one of the top 10 gold miners globally by ounces produced. The company also holds the fourth largest mineral resources base in the world. Polyus Gold International Limited (a Jersey company) is the principal shareholder of PJSC Polyus, owning 91.73% of its ordinary shares.

The Fosun Group was founded in 1992 in Shanghai. Fosun International Limited was listed on the main board of the Hong Kong Stock Exchange on July 16, 2007. As at December 31, 2016, Fosun’s total assets exceeded RMB 480 billion.

The Debevoise team advising on the sale of shares was led by Moscow-based Partner Alan Kartashkin and international Counsel Maxim Kuleshov, and included London Partner David Innes, Hong Kong Partner William Chua, Moscow Associate Gareth Fenney, London Associate Thomas Matthews, Hong Kong Associate Wen-Wei Lai, and Shanghai Associate Fengjian Ao.

The Norton Rose Fulbright team was led by Partner Julian Traill, and consisted of a Moscow-based team of Partner Aydin Jebrailov, Of Counsel Janna Smirnova, and Senior Associate Anastasia Kastelskaya, and a Hong Kong team of Partner Emme de Ronde and Senior Associate Andrew Fisken.

Continuing its rapid development in Russia, Grata International has launched a new associate office in Saint Petersburg in the form of the city’s Legal Studio.

According to a statement released by Grata International, “following the firm’s expansion into such regional hubs as Novosibirsk, Samara (as reported by CEE Legal Matters on January 25, 2017), and Kazan (as reported on March 20, 2017), establishing a presence in the second largest city of Russia was only a question of time.” 

Grata International describes Legal Studio as “a relatively young fast growing law firm, which has already gained the reputation as one of the leading legal counsels in [St. Petersburg’s] North-West Federal District.”

Vladimir Komarov, the Managing Partner of Legal Studio, said that “we are pleased to be part of Grata International, for us it is an opportunity to expand customer service, improve the quality of service, and attract new partners. Now we are writing a new page of our joint history, which promises great prospects and many years of productive and mutually beneficial cooperation with our new partners.”

Grata International Senior Partner Almat Daumov commented that: “We see our mission in the further development of Grata International’s positions in the regions of Russia. The launch of an associate office in St. Petersburg is an important step in our plan implementation in Russia and countries of Northern and Eastern Europe. From the beginning of 2017 we have established productive and effective communication with Legal Studio law firm. I am confident that the team of talented lawyers headed by Vladimir Komarov will considerably reinforce our Russian practice. We will continue to respond to emerging regional and international challenges according to needs of our clients.”

Akin Gump has advised PJSC Lukoil on the sale of 100% of the shares in JSC Arkhangelskgeoldobycha Diamond Mining Company, one of Russia’s largest diamond miners, to the Otkritie Group. As reported previously, the buyers were advised by Skadden, Arps, Slate, Meagher & Flom.

The acquisition was for a consideration of EUR 1.45 billion. The transaction documents were signed in December 2016, and the deal was completed on May 24, 2017.

The transaction was carried out under Russian law, and has received both Russian antimonopoly approval and consent of the Governmental Commission for the Control over Foreign Investments and fulfilled a number of other conditions.

The Akin Gump team advising Lukoil was led by Moscow Corporate Partners Alexey Kondratchik and Natalia Baratiants, supported by Counsel Alexander Shalaev, along with Senior Counsel Alexander Trukhtanov and Corporate Counsels Andrey Kulikov and Arsen Khachikyan.

The Skadden, Arps team was led by Partner Alexey Kiyashko.

Dentons has recruited Partner Louis Skyner from Clifford Chance, where he was Head of the Russia and CIS Oil and Gas practice.

Prior to joining Clifford Chance in July 2013, Skyner served as Leading Legal Counsel at Statoil and as Senior Legal Counsel at Petroleum Geo-Services.

Skyner is an English-qualified solicitor with 12 years’ experience in the energy sector, including upstream and midstream oil and gas, liquefied natural gas, solar, hydro and bio-fuel. He advises energy clients on issues including mergers and acquisitions, joint ventures, project development, and structuring and financing.  He is also experienced in energy regulatory matters and has served as a legal adviser to the Russian government in areas of public policy.

“I am excited to be joining Dentons, which I see as a great fit for my practice at this point in my career,” said Louis Skyner. “Not only does Dentons have a very well respected full service Energy practice, but it also has best coverage of CIS and Central Asia of any global law firm.  This will be very attractive to my clients, many of which have operations across the region.”

Arkadiusz Krasnodebski, Head of the Europe Energy practice, commented, “With his extensive experience in project structuring and financing, Louis will make an excellent addition to our Energy practice.  He also brings unique insight into the needs of energy clients, having served as legal counsel for two major oil and gas companies.”

Florian Schneider, Russia Managing Partner, commented, “Louis brings more than a decade of experience in Russia and CIS and an extensive client portfolio, including many of the top energy companies in the region.  We are delighted to welcome him onboard.”

Egorov Puginsky Afanasiev & Partners has advised Danone Russia on its entry into a joint project with Soyuzmultfilm.

According to EPAM, “Danone Russia and Soyuzmultfilm have signed an agreement to produce a series of sequels to the popular animated short film Three from Prostokvashino. The terms of cooperation provide that shooting is to start in 2017. Danone Russia will act as the project originator and will use the project to promote Russia’s largest dairy brand, Prostokvashino, on an ongoing basis.”

The firm reports that the agreement envisages the release of 30 episodes from 2018 to 2020. According to EPAM, “Soyuzmultfilm will hold exclusive rights to the new audiovisual works and elements thereof, while Danone will have the right to use new episodes of the animated film to market and advertise its milk and dairy products, as well as certain other related product categories, in the Russian Federation, the CIS countries, Georgia, the EU, the Baltic countries, China, and Mongolia for the duration of the copyright period.

The EPAM team included Partner Andrey Porfiriev, Head of IP/ТМТ Pavel Sadovsky, and Senior Associates Daria Sergeeva and Pavel Sukholinskiy.

Egorov, Puginsky, Afanasiev and Partners has acted as legal advisor to the special committee on the rights of Russian bondholders in the international debt restructuring of the Roust Corporation, which the firm describes as “one of the largest producers of vodka in the world.”

The financial restructuring of Roust, according to EPAM, “has become one of the few examples of restructuring of the financial debt of a Russian holding carried out in accordance with Chapter 11 of the US Bankruptcy Code. As a result of the restructuring the consolidated debt of the Roust group declined by about USD 462 million, and the group received an additional USD 55 million in the form of equity financing and certain strategic business assets.”

The EPAM team was led by Partner Dmitry Stepanov and included Alexander Mandzhiev, Pavel Sadovsky, Anton Alekseev, Teymur Huseynov, Andrei Golovanov, and Maria Demin.

Egorov, Puginsky, Afanasiev and Partners has successfully assisted on the transfer of JSC Uralsib’s motor insurance portfolio to JSC Reliance. 

According to EPAM, Uralsib has decided to voluntarily renounce its offer of automobile and other types of ground transportation insurance (other than railway) and transfer its portfolio to JSC Reliance “in accordance with the legislation on insurance as well as the rules of the Russian Union of Insurers and LLC “Insurance Payment System.”

The firm’s team was led by Partners Dmitry Stepanov and Valery Eremenko and included Senior Associate Ilya Bareysha and Associate Maksim Baryshev.

DLA Piper has advised Guard Capital, a venture capital fund specializing in telecom and Internet projects, on the sale of a 79.6% stake in DocDoc.ru, an e-medicine company in Russia, to Sberbank. Sberbank was represented by CMS on the deal, which sees the remaining stake belong to the founder of DocDoc.ru and its key management.

According to DLA Piper, “with a market share of approximately 60%, DocDoc.ru is Russia’s leading online medical appointment service accessible through a website and mobile application. With more than 30,000 doctors in 2,000 clinics, it allows patients to choose a doctor on the basis of their internal ranking, feedback from other patients, location of the hospital, price and other criteria.”

DLA Piper also describes Guard Capital, which was founded in 2009 by a group of private Russian investors, as investing in “fast-growing profitable companies undergoing an expansion phase in their business development and participates in promising start-up projects in a wide range of industries.” According to the firm, “the fund specializes in investments in telecom and Internet projects with investment volumes of USD 2-5 million and with payback periods within five years.”

DLA Piper Corporate Partner Leo Batalov, who led the firm’s team on the deal, commented that: “We are delighted to help Guard Capital, our long-established client, with this exciting expansion project for one of their core start-ups. This deal has already become an important step in building Russia-wide digital ecosystems and we are proud to be part of this success story.”

Batalov led the firm’s team on the deal, which also included Senior Corporate Associate Andrei Sheetkin and Corporate Associate Tatiana Askarova.

CMS’s team was led by Partner Vladimir Zenin and included Counsel Gregor Kennedy and Associates Vladimir Muzhchinin and Vladislav Eltovskiy.

Liniya Prava, working with DeHeng Law Offices in China, has advised ChinaNetCenter (CNC) on its acquisition of a 70% share in the charter capital of LLC CDN-video from ZAO Leader, its subsidiary LLC CDN-Invest, and three business angels.

According to Liniya Prava, the main features of this project include: “(1) deal structuring under Hong Kong law (framework documentation) and Russian law (documents for dispositive transactions); (2) using new instruments of Russian civil law for M&A structuring, such as representations and warranties, indemnity, irrevocable PoAs, option agreements, etc.; (3) ensuring protection of intellectual property rights (patents) and other intangible operating assets required for successful functioning of the company after the change of control; and (4) consideration of the ‘Skolkovo’ resident status – the transaction was structured to ensure that CDN-video will preserve its ‘Skolkovo’ resident status with all related preferences after closing.”

The CNC Internet service platform was founded in 2000 in China.

Liniya Prava describes CDN-video as “one of the leaders of the Russian CDN market. The CDN-video network consists of 400 servers in 17 cities in Russia, as well as in Ukraine, Kazakhstan, Georgia, Moldova, Germany, the Netherlands, the United States, Malaysia and Singapore. CDN-video is a resident of the innovation Center Skolkovo.” The firm also reports that “Leader is the largest management company in Russia in terms of volume of assets under management. One aspect of its business is investing into high-tech projects with a large capitalization potential. In order to manage such projects, a venture capital arm (fund “Leader-innovations”) was established to administer the assets of high-risky (venture) capital investments.”

The Liniya Prava team was led by Partner Vadim Konyushkevich, who commented that: “In my view, this case may be regarded as a good practice example of successful growing-up of a high-tech innovation business in Russia. A startup of programmer-enthusiasts, where there was only an idea in the beginning, was supported by the Innovation Center Skolkovo. Further investments from a major Russian institutional investor ZAO Leader resulted in fast and steady transformation of a small company into a significant player in the Internet industry segment. The logical conclusion of this process was the acquisition of the majority stake by a large foreign investor. One may witness the importance of this transaction for the Russian high-tech market as such projects demonstrate the growing interest of foreign investors in Russian innovative companies.”

Konyushkevich’s team included lawyers Kirill Rubashevskiy, Gleb Bazurin, and Aleksandra Braterskaya.