Category: Russia

  • The Buzz in Russia: Interview with Rustam Aliev of Goltsblat BLP

    Speaking on vacation from the beach in Mauritius, Rustam Aliev says he and his colleagues at Goltsblat BLP in Moscow are “looking forward to 2017.”

    Indeed, Aliev reports an increase in legal activity “even at the end of last year,” as Russia continues to struggle through “difficult times with oil prices, sanctions, and international political tensions,” which he describes as “not very helpful.” Still, Aliev says, “even with the sanctions, people are still interested in the really good profits in Russia,” as “pretty much all big Western companies are continuing to make good money here.” In addition, the ruble ended last year in a stronger position compared to the dollar and a number of other currencies, making ruble-denominated assets increasingly valuable, and thus attractive to potential investors. This, he said, “should continue into 2017.”

    He concedes most activity is coming from internal Russian M&A, but, Aliev says, pointing to several political deals of significance in the Russian Far East, “thus, we note increasing interest from Asian investors, including Chinese and Japanese.” He also sees a rise in interest from the Middle East —“we’re seeing interest from the Saudis, Qataris, and from Dubai and Abu Dhabi,” he says, though he warns, “it takes time, obviously.” He explains: “A number of deals closed last year with new foreign investors, but it takes time for them to get to know Russia and opportunities here.” As a result, he says, “we expect to see more this year.” In addition, he reports, “some hedge funds and PE fund from the US and the West, which are cautious, obviously, but attracted by the huge yields in Russia.”

    In short, Aliev says, “we are cautiously optimistic, because we see some real business opportunities. If everything keeps going as it has — and there are no other political or economic crises — we will see increasing business investments.”

    When asked, Aliev says “it’s simply too early” to see any effects of Donald Trump’s election on business in Russia. Besides, he notes with a smile, “we all know how politics work; it’s one thing to say something during a campaign, and another to actually implement it once you’re elected.” In addition, he notes, “there’s a lot of controversy about Trump’s election in the United States, in part because of Trump’s alleged connections with Vladimir Putin, so it’s not clear what’s going to happen, and I think he’ll probably focus first on domestic and internal issues.” Finally, he says, “I think everyone in Russia thinks his election is the lesser of two evils (at least for Russia), and there is some sentiment that maybe it will result in the removal of the sanctions … but it is not only the President who makes such decisions, so nobody knows for sure.”   

    Finally, when asked about the state of the legal market in Moscow, he says “we’ve seen the legal business shrinking for the last few years. This is something expected.” Still, he says, while “nothing is super-growing, some of the law firms in Russia are continuing their steady growth.” He’s proud to identify Goltsblat BLP as one of those firms which is growing steadily, adding Chinese and Japanese desks over the past few years, among other developments.

  • Goltsblat BLP Advises Rossium Group on Acquisition of Majority Stake in Onexim’s OPIN

    Goltsblat BLP Advises Rossium Group on Acquisition of Majority Stake in Onexim’s OPIN

    Goltsblat BLP has advised Russian billionaire Roman Avdeev’s Rossium group of companies on their acquisition of a 90.99% stake in Mikhail Prokhorov’s Onexim group’s PJSС OPIN development group. Onexim was advised by Herbert Smith Freehills on the deal.

    Founded in 2002, OPIN has become one of the leading real estate development companies in Russia. The company’s portfolio includes nearly 200,000 square meters of commercial space and 500 hectares of developed master-planned communities, according to the OPIN website. The deal also gives Rossium Concern control over all development projects, including the Torpedo Stadium site and a land bank of 28 thousand hectares.

    Goltsblat BLP’s team was led by Partner Rustam Aliev, who described the deal as “a complex transaction with a very intense timeline,” and said that the “high level of proficiency and expertise of all parties involved translated into smooth completion. We were happy to be a part of that.”

    Aliev was supported by Partner Ian Ivory, Heads of Group Dmitry Maltsev and Dmitry Ilyin, Senior Associate Dimitri Antipin, and Associate Victoria Bodrova. 

    Herbert Smith Freehills did not reply to our inquiry on the matter.

  • Christopher Rose Joins Dentons as Head of Europe Venture Technology Group

    Christopher Rose Joins Dentons as Head of Europe Venture Technology Group

    Christopher Rose has joined Dentons as Head of the Europe Venture Technology group and Partner in the Corporate and M&A and Private Equity practices. He will split his time between London, Warsaw, and Moscow.

    Rose joins from Squire Patton Boggs, where he was head of the Emerging Markets Private Equity Group. He specializes in cross-border private equity and venture capital investments and exits, as well as mergers, acquisitions and joint ventures. Rose has advised on over 200 transactions on behalf of leading private equity and venture capital investors.

    Rob Irving, Co-Head of Dentons’ Europe Private Equity group, commented, “Chris is recognized as one of the top private equity lawyers in Central and Eastern Europe and Russia, so we are absolutely delighted to welcome a lawyer of his caliber to our team.”

    According to Dentons, “Rose regularly advises emerging technology companies and investors on venture and growth capital transactions. An emerging markets specialist, he has extensive experience leading deals in Russia, CEE, the Middle East, Asia, and Africa.”

    Victor Boyajian, Global Chair of Dentons’ Venture Technology group, added, “Our venture tech clients in Europe and globally will benefit from Chris’ deep knowledge of the markets, strong connections to the  private equity and venture capital ecosystem, and emerging markets experience. He joins a rapidly expanding global team focused on innovation that is challenging the competition through its unique worldview and reach. Our ability to connect entrepreneurs and investors and drive exits by leveraging our relationships in Silicon Valley and beyond is particularly noteworthy.”

    Christopher Rose commented on his appointment, “Over the last couple years, Dentons has emerged as a law firm that is doing very exciting things in the market. I look forward to helping the firm further develop the Venture Technology and Private Equity practices across Europe and beyond, reinforcing its market leadership position.”

  • Alexey Trusov Appointed Head of Baker McKenzie’s EMEA Healthcare Group Steering Committee

    Alexey Trusov Appointed Head of Baker McKenzie’s EMEA Healthcare Group Steering Committee

    Baker McKenzie Moscow Partner Alexey Trusov has been appointed the new Head of the firm’s EMEA Healthcare Group Steering Committee.

    Trusov co-heads the CIS Healthcare Practice Group, which specializes in corporate, commercial, and regulatory issues relating to the life sciences sector. He is also the chairman of the Association of International Pharmaceutical Manufacturers Legal Committee.

    Commenting on his appointment, Trusov said: “It is a great honor to lead the firm’s Healthcare Group in EMEA. It is a very exciting role and one that I look forward to taking on. Baker McKenzie’s Healthcare Group has demonstrated great success over the last years in many regions of the world and in many legal areas. I look forward to taking on the challenge of maintaining and building on this success, particularly in EMEA.”

    Ben McLaughlin, Global Chair of Baker McKenzie’s Healthcare Group, said: “I am delighted to welcome Alexey to this significant role as the Head of our EMEA Healthcare Group Steering Committee. His extensive expertise in leading teams through many high-profile deals will be a great asset to the region.”

    Trusov graduated from St. Petersburg State University’s School of Law in 1997 and received his LL.M. from Cleveland State University’s Cleveland-Marshall College of Law in 1998. He received his degree of Candidate of Science from St. Petersburg State University’s School of Law in 2002 and was admitted to the bar in Russia in 1997.

  • Pepeliaev Group Successfully Challenges Cadastral Value of Petrovskiy Fort

    Pepeliaev Group Successfully Challenges Cadastral Value of Petrovskiy Fort

    Lawyers from Pepeliaev Group’s St. Petersburg office have successfully challenged the cadastral value of Petrovskiy Fort, one of the largest business centers in St. Petersburg, in first instance and appeal courts. The decision establishing a cadastral value equal to the market value came into force on November 30, 2016. 

    According to the Pepeliaev Group, “the case is significant because, during the dispute, Pepeliaev Group’s lawyers had to engage independent expert organizations on numerous occasions to establish the market value of the real estate facility. In total they carried out three independent evaluations: one was held at the pre-trial stage and two in the context of court expert reviews. Also, our firm’s lawyers provided the court with other evidence of the true market value of the business center. The Appeal Court has confirmed that the conclusions of the second court expert review were correct. This resulted in the cadastral value of the facility being reduced by RUB 2 billion (approximately USD 30 million at the current exchange rate).”

    “Current city law dictates that property tax is calculated based on the cadastral value of facilities with a commercial purpose,” comments Pepeliaev Group Partner Sergey Spasennov. “For this reason, our victory in court significantly reduces our client’s tax burden. Taking into account that many major St. Petersburg companies have failed to significantly reduce the cadastral value of their facilities by going to court, it is good news for all owners of real estate that Petrovskiy Fort’s case has been successfully resolved.”

    The Pepeliaev Group’s St. Petersburg Land Law, Real Estate and Construction Practice team consisted of Head of Practice Elena Krestyantseva, Associate Vadim Insarov, and Junior Associate Aleksandra Grischenkova.

  • Serb-Serbin Moves from Schekin & Partners to Danilov & Konradi

    Serb-Serbin Moves from Schekin & Partners to Danilov & Konradi

    Danilov & Konradi has announced that former Schekin & Partners Partner Roman Serb-Serbin has joined the firm as a Partner specializing in dispute resolution.

    In addition to commercial litigation and enforcement of foreign court decisions and arbitral awards, Serb-Serbin’s expertise includes bankruptcy, commercial/ contract law, and corporate law.   

    Before joining Schekin & Partners in September of 2013, Serb-Serbin spent four and a half years with the Pepeliaev Group, and another two years with Muranov, Chernyakov & Partners. He received his specialist’s degree from Moscow State Law Academy in 2006 and is currently working on his dissertation for a Magister’s degree from Russian School of Private Law.

    “Roman is our first new partner since founding the firm in 2014 and brings valuable new litigation expertise to our practice,” said Brian Konradi, Partner at Danilov & Konradi. “We are impressed by Roman’s accomplishments and encouraged that Roman has chosen Danilov & Konradi as the platform to continue growing his practice. We are look forward to expanding our partnership in 2017.”

  • Morgan Lewis Advises Natixis on Pre-Export Finance Facility for CJSC Russian Copper Company

    Morgan Lewis Advises Natixis on Pre-Export Finance Facility for CJSC Russian Copper Company

    Morgan Lewis has advised Natixis on a USD 300 million pre-export finance facility for Russian Copper Company Group, the third largest Russian copper producer. Natixis was the Co-ordinating Mandated Lead Arranger for the deal which was structured as a five year pre-export finance facility backed by receivables from export of copper wire rod and copper cathodes. A number of major Russian and international banks joined the loan facility.  

    Commenting on the deal, Morgan Lewis Partner Grigory Marinichev, who led the firm’s team on the deal, said: “We are delighted to have advised Natixis on this important transaction which demonstrates the confidence of international financial institutions in the Russian market.”

    In addition to Marinichev, the Morgan Lewis team included Partners Amanda Jennings and Olivier Chambord and Associates Alexey Chertov, Galadia Constantinou, and Allison Soilihi.

    Mandated lead arrangers of the facility were (in alphabetic order): AO “ALFA-BANK”, Sberbank CIB, Societee Generale Group including Rosbank, and UBS Limited, with AO UniCredit Bank, acting as arranger.

  • EPAM Advises AHML’s Mortgage Securities Factory

    EPAM Advises AHML’s Mortgage Securities Factory

    A team from the Banking & Finance and Capital Markets practices at Egorov Puginsky Afanasiev & Partners has provided legal support for a project called the Mortgage Securities Factory, a new tool used by Russia’s Agency for Housing Mortgage Lending (AHML) to refinance mortgages.

    With EPAM’s support, the first bond placement under AHML’s Mortgage Securities Factory program for single-tranche mortgage-secured bonds took place on December 28, 2016. The first bank to securitize mortgage-backed loans using the new tool was the Housing Finance Bank.

    EPAM’s lawyers assisted in the preparation and approval of the necessary changes to the Federal “On the Securities Market” and “On Mortgage Securities” laws, as well as Issue Standards. Sample documentation for future transactions was drafted, and support was provided for a pilot transaction.

    According to EPAM, “the ‘factory’ transaction model provides for bonds to be issued, backed by mortgages, from the balance sheet of a mortgage agent. The mortgage agent is a subsidiary of AHML. Bonds are issued in a single tranche, with provisions made for variable rates, and are covered by an AHML payment guarantee. In addition, AHML is obligated to repurchase defaulting mortgages in the interest of bond holders.” The firm reports that, “these bonds will be of special interest to investors who are credit organizations due to the possibility of applying a preferential 20% coefficient of risk, resulting in a reduced burden on capital.”

    “The Housing Finance Bank, a specialized mortgage bank and a leader on the mortgage securitization market, is proud to announce that it is acting as both originator and servicer in the first transaction to be carried out by the Mortgage Securities Factory,” said Ruslan Iseev, Chairman of the Board of the Housing Finance Bank. “We consider AHML’s Mortgage Securities Factory to be a new focus area in developing financing on the mortgage market, and with time, single-tranche transactions will come to occupy a dominant share of the market. We would like to thank the teams at AHML and at Egorov Puginsky Afanasiev & Partners for their highly professional approach to this project.”

    “We were delighted to participate in a project of this scale,” commented EPAM Partner Dmitry Glazounov, who led the firm’s team on the deal. “It was a great honor for us to work together with AHML to develop the mortgage market.” Glazounov was supported by Senior Associate Oleg Ushakov and Associates Maria Kondratskaya, Gilyana Haraeva, Vladimir Goglachev, Alexander Filchukov, and Nadezhda Morgunova.

  • EPAM Defends Interests of Tele2 in Case Against Moscow Metro

    EPAM Defends Interests of Tele2 in Case Against Moscow Metro

    Egorov Puginsky Afanasiev & Partners has successfully defended the interests of T2 Mobile (Tele2) – a nation-wide mobile operator in Russia – in what the firm describes as “a precedent-setting case against the Moscow Metro regarding unfair tariffs for placing telecommunications equipment in the metro.”

    EPAM was able to convince the competition authority of the Metro’s dominant position as sole owner of unique infrastructure, and “of the unfounded and discriminatory nature of the one-off payment applied to Tele2 for placing communications equipment at each station.”

    As a result, the firm reports, “the Moscow Office of the Federal Antimonopoly Service issued a warning requesting that the Moscow Metro rescind the discriminatory tariffs for Tele2 and offer [it] the same conditions for placing telecommunications equipment as those enjoyed by other telecom operators. This will have a positive effect on competition in the sector. The warning is an important step in allowing a fourth telecom provider to become fully operational in the metro and will ensure that Tele2 customers can make the most of its telecommunication services.”

    The EPAM team consisted of Partner Anna Numerova, Counsel Denis Gavrilov, and Associate Alexander Balyberdin.

  • Key Trends in Russian Equity Capital Markets: Privatization and Participation of Domestic Non-State Pension Funds

    Following the relative stabilization of economic conditions globally (especially in terms of the price of oil) and in Russia (the ruble exchange rate) the Russian capital markets have shown signs of recovery. This article focuses on a couple of key aspects of the Russian equity capital markets’ development this year, such as privatization and the increased participation of non-state domestic pension funds in equity transactions. 

    Privatizations

    In February 2016, the Russian Government announced its plans for the privatization of state-owned shares in a number of Russian companies, such as the ALROSA diamond mining company, the Bashneft and Rosneft oil companies, VTB Bank, and Sovcomflot. 

    Generally, Russian Privatization Law No. 178-FZ establishes the regulatory framework for privatizations of Russian state and municipal property. In particular, it prescribes specific options for disposing of state property, requirements applicable to potential purchasers of state property, and extensive procedures to be followed in connection with the implementation of the relevant option. At the same time, the Russian Privatization Law provides that its provisions shall not apply to certain types of disposals of state property, such as, for example, “disposal of state property based on the resolution of the Russian Government adopted with an aim to create conditions to attract investments, stimulate the stock market, and modernize and technologically develop the economy.” 

    In June 2016, the Russian Government issued resolutions: (i) approving the appointment of Sberbank CIB, VTB Capital, and Renaissance Capital as agents of the Russian Federation in connection with the privatizations of ALROSA, Bashneft, and VTB Bank, respectively, and (ii) stating that the share sales in ALROSA, Bashneft, and VTB Bank should be conducted with “an aim to create conditions to attract investments, stimulate the stock market, and modernize and technologically develop the economy.” The latter statement means that the transactions were intended to be exempt from the requirements of the Russian Privatization Law and instead carried out pursuant to resolutions of the Russian Government establishing specific requirements applicable to them. The June 2016 resolutions also approved the principal terms of the agency agreements with the selected banks. Typically, following its review of the agent’s report identifying the preferable method for privatization and consulting with the relevant authorities (such as, for example, the Ministry for Economic Development (and the Ministry of Energy for energy companies)), the Russian Government then decides on the method for privatization (for example, sale via public offering or via a private sale to strategic investor(s)). As soon as the preparation for sale is complete and the potential purchaser(s) selected (and, in the case of a shares offering, bookbuilding is complete), the Russian Government issues a resolution approving the share price and other principal terms of the share purchase agreement with the indicated purchaser(s) (in case of a share offering, one of the underwriters acts as a purchaser). Finally, the agent acting on behalf of the Russian Federation signs the agreement with the purchaser(s).

    This year the Russian Government has already completed the sale of a 10.9% stake in ALROSA via a secondary public offering (July 2016 for approximately USD 820 million), and the sale of a 50.08% stake in Bashneft via a private M&A sale to Rosneft (October 2016 for approximately USD 5 billion), which was the largest Russian privatization since the 2013 IPO of ALROSA.

    Domestic Pension Fund Potential 

    Earlier this year the Central Bank of Russia (the CBR) amended the rules regulating the investments of pension savings made by Russian non-state pension funds (NPFs). Further to these amendments, NPFs are now allowed to participate in privatizations, which are conducted via over-the-counter sales of the state’s or the CBR’s stakes in the companies being privatized, provided that the Russian Government or the CBR approves the purchase price and the share sale transaction is executed on a DVP basis within 10 business days from the date of that approval. Previously NPFs were allowed to participate in privatizations conducted via organized trades of the stock exchanges only.

    Following these amendments, Russian NPFs participated for the first time in a privatization transaction in July 2016, when they purchased in aggregate approximately 20% of the privatized stake in ALROSA. Although currently Russian NPFs allocate over 80% of their assets to fixed income (including bank deposits), the global tendency is that as pension funds mature and their assets increase, the share of equities will become more significant.

    By Darina Lozovsky, Partner, and Amulang Povaeva, Associate, White & Case 
    This Article was originally published in Issue 3.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.