Category: Russia

Gleiss Lutz advised Sistema JSFC on its joint venture with Fresenius Kabi to establish a pharmaceuticals joint venture for operations in Russia and the CIS.

The joint venture will combine 100% of Binnopharm group, today held by Sistema and Zenitco, and 100% of Fresenius Kabi’s Russian and CIS business. Fresenius Kabi will hold 51% in the new company, while Sistema and Zenitco will own 37% and 12%, respectively. According to Gleiss Lutz, the transaction is subject to regulatory and antitrust approvals, including from the Russian Federal Antimonopoly Service and the Government Commission on Monitoring Foreign Investments. 

Sistema JSFC is the largest publicly-traded diversified holding company in Russia and the CIS. Fresenius Kabi is a German pharmaceutical company which is part of the Fresenius SE & Co global health care group and Zenitco Finance Management. Fresenius Kabi entered the Russian market in 1994 and is one of the global leaders in segments of clinical nutrition and I.V. drugs.  Binnopharm is a Russian manufacturer and distributor of I.V. drugs, infusion solutions, and active pharmaceutical ingredients. Located in the Moscow area, Binnopharm has two manufacturing facilities and more than 350 employees. The joint venture is designed to combine Fresenius Kabi’s portfolio of products and its extensive marketing expertise with Binnopharm’s local production and distribution facilities.  

Gleiss Lutz provided Sistema with advice on all aspects of the transaction. The Gleiss Lutz team was led by Partner Cornelia Topf and included Partner Stefan Mayer. Other lawyers working on the deal were Martin Viciano-Gofferje, Maximilian von Mangoldt, Carsten Walter, Alexander Molle, Herwig Lux, Moritz Holm-Hadulla, and Patrick Steinhausen.

Gleiss Lutz advised Sistema together with a team from Akin Gump’s Moscow office, which was led by Partner Varun Gupta and Counsel Anthony Walker. Counsel Pavel Savitsky of the Borenius law firm also advised Sistema on Russian IP law.

On April 1, 2014, Liniya Prava succeeded in having a Decision and Order of the antimonopoly authority for the north Caucasus on the alleged imposition of loan repayment through annuity payments by Sberbank of Russia to its borrowers overturned and invalidated by the Arbitrazh Court for the Rostov Region of Russia.

In 2012 the FAS Department for the Rostov Region had ruled that Sberbank had violated point 1, part 1, section 10 of the federal “On Protection of Competition” law, which prohibits imposing unfair contractual terms. The antimonopoly authority’s decision was supported by the court of first instance and on appeal. Liniya Prava lawyers, supported by economists Vadim Novikov and Svetlana Avlasheva and other experts, succeeded in persuading the Arbitrazh Court to annul the decisions of the lower courts, and call for reconsideration of the case by the FAS Department for the North Caucasian Region. 

Liniya Prava Senior Lawyer Alexey Kostarov, who represented Sberbank before the Arbitrazh Court along with Partner Dmitriy Chepurenko, called the court’s decision “lawful and rather natural.” Kostarov explained that, “allegations against Sberbank of Russia do not have any legal grounds,” and that “unfortunately, as it often happens, the antimonopoly authority showed a formalized approach and did not even try to investigate the actual commercial backbone of the relationships. Therefore, dealing with some really complicated aspects was a real challenge for the courts. However, we did not have any doubt that, in the end, we would manage to successfully represent the interests of our client again, from illegal claims made by the antimonopoly authority. This case is another example of the efficiency shown by the combination of legal expertise and economic review in consideration of antimonopoly cases.”

Liniya Prava announced that it participated in “Career Day” job fairs at three separate Russian universities in April.

The Russian law firm attended events at the Lomonosov Moscow State University, the Moscow State University of Law, and the Higher School of Economics.

Liniya Prava HR Director Julia Malakhovskaya explained to students how the firm assists in a young lawyers’ professional development and acquisition of useful and practical experience. At these events Liniya Prava described its “work placement programs,” which allows students to work on projects involving what the firm described as “the largest Russian and international companies in the sphere of capital markets, corporate law, project finance, public-private partnership, dispute resolution and tax law.”

EPAM announced today that Anna Numerova, Counsel of the firm’s Competition Practice, has been elected Chairman of the “Non-Commercial Partnership ‘Competition Support’”. In addition, EPAM Partner Natalia Korosteleva was also elected to the 5-person governance board. 

According to EPAM, “Competition Support”, which was created in May 2007, “is a platform uniting representatives of major international and Russian law firms and the business real sector to form a consolidated position of the business community and the government on regulatory issues in the development of competition. The purpose of the Partnership is the interaction of the FAS Russia and the legal community on the issues of effective competition law enforcement practice and participation in legislation drafting on competition.”

Numerova, who becomes the second Chairman of “Competition Support” in the organization’s history, is enthusiastic about its mission. “Throughout its existence, the Partnership has gained a reputation as an effective platform for cooperation between business and antitrust authorities, facilitating an efficient development in the sphere of competition in Russia, which is the main goal of the Partnership.”

The Russian Nektorov, Saveliev & Partners law firm has advised the Russian MIR management company — a subsidiary of the Agency for Strategic Initiatives — on an investment agreement it entered into with Koltech.

The parties are planning to develop specialized high-tech composite materials. Koltech-KAMA is based in the Russian city of Nizhnekamsk, in the Republic of Tatarstan. It plans to increase its existing production capacity, as well as to create new production facilities, in connection with the new investment. As part of the joint project, Koltech’s production of composite products and materials used for installation of high-quality asphalt, liquid and sprayed sports surfaces will be substantially increased.

MIR’s investment is financed via a closed-end mutual fund for long-term direct investments called “Modernization Innovation Development.” In addition to the financing, MIR will also provide expert and organizational support for the joint venture, which will also benefit from the resources of the Agency for Strategic Initiatives, MIR’s corporate parent. 

MIR is a licensed management company, which manages assets of mutual funds and specializes in financing of Russian small-cap and mid-cap innovative and high-tech industrial projects, especially in the machinery, ecology, biotechnology, composite materials and energy efficiency sectors. The Agency for Strategic Initiatives bought shares of MIR from the MSP Bank in July, 2013. Currently MIR is planning to invest up to RUB 1.5 billion in small-cap and mid-cap industrial projects via debt obligations as well as direct investments.

The Koltech Group is an international group of companies that produce and ship special products, materials, composite materials and modificators, and develop technologies and provide engineering services to the oil and gas, oil refining, chemical, energy, construction and other industries in Russia and the CIS countries. 

Roman Velichinski, the general director of MIR, commented as follows: “MIR’s main objective is creation and development, on the basis of the ASI Financial Institute, which will allow us to provide real help to interesting, promising, and innovative projects. This project with Koltech is a good example. We believe that Koltech-KAMA’s management, with the help of the financial and strategic support from MIR, will be able to meet the set milestones as well as all the ultimate objectives.”

NSP Partner Alexander Nektorov and Associates Anastasia Savelieva, Ekaterina Znamenskaya, and Nadezhda Minina worked on the deal.

KIAP has announced its intention to expand its service by launching an International Commercial Arbitration practice to take advantage of what the firm describes as “the increase in the number of projects involving client representation in international commercial arbitration in Russia and abroad.”

In previous years the firm has appeared, with foreign partners, before the ICAC, the London Court of International Arbitration, the International Court of Arbitration of the International Chamber of Commerce, the Arbitration Institute of the Stockholm Chamber of Commerce, and the Singapore International Arbitration Center.

The new division will be headed by KIAP Founding Partner Konstantin Astafiev, who will be joined by Senior Associates Mikhail Samoylov and Irina Suspitcyna.

Egorov Puginsky Afanasiev & Partners (EPAM) has announced that Russian lawyer Ivan Smirnov has been appointed Managing Partner of the firm’s St. Petersburg office.

Before joining EPAM in 2011, Ivan was Head of Litigation and Tax at Baker & McKenzie in St. Petersburg focusing on various tax, commercial, antimonopoly, and dispute resolution issues. He was also Head of Litigation and Tax at DLA Piper in St. Petersburg and legal and tax expert at Ernst & Young, among other previous positions. In 2011 Smirnov joined EPAM’s Moscow office as Head of the Regulatory Department and Partner in the firm’s Litigation group. 

In his new role, Smirnov will focus on broadening the client base and the range of services, primarily by working to attract clients from the northwestern part of the country. He is also expected to to expand the firm’s Dispute Resolution practice in St. Petersburg. Smirnov is enthusiastic about the opportunity. “I’m grateful to the firm’s Partners Committee for their choice. New service, its quality and new opportunities for our clients both locally and on the federal level, combined with further strengthening of our current leading positions in complex dispute resolution are to become the hallmark of the firm’s St. Petersburg office.”

EPAM Managing Partner Ilya Nikiforov, who until recently combined the roles of the St. Petersburg office Managing Partner and the Firm’s Managing Partner, will now focus on the firm’s global management issues, splitting his time between Moscow and St. Petersburg. As the Firm’s leading expert on international arbitration, Nikoforov will also focus on business and client development opportunities in that area.  

Of Smirnov’s appointment, Nikoforov said: “During his time with the firm, Ivan has gained a reputation as an efficient and business-oriented Partner. He is enthusiastic and full of new ideas, and I am confident that in light of the new ambitious tasks we are facing, especially those associated with the Supreme Court’s settling in St. Petersburg, Ivan will succeed as the head of the firm’s St. Petersburg office.”

Dentons has announced that Dominic Pellew, formerly a partner with Baker Botts, has joined the firm as a Partner in the International Arbitration Group, sharing his time between the London and Moscow offices.

Pellew is dual-qualified as a solicitor in England and as an avocat in France. He is fluent in Russian, and is recognized as one of the counsel and arbitrators of choice in “East/West” international arbitrations, particularly those having a Russian or CIS component.

Dominic said of his move to Dentons that the firm is, “the perfect fit for me.” He continued that “I have known the arbitration team for years. The Russian and CIS network is second to none, and their market-leading reputation for energy work makes Dentons the ideal platform for someone with my profile.”

Jean-Christophe Honlet, co-head of Dentons’ International Arbitration group in Europe, said of the addition that, “We have known Dominic for a long time. He is a truly experienced and respected attorney in international arbitrations having a Russian or CIS angle. He brings together arbitration knowledge and language skills that few can match on that segment of the market. In light of Dentons’ depth in Russia and the CIS, it was only a matter of time before our paths would come together.”

Allen & Overy’s Moscow office has advised two syndicates of lenders on new loan facilities for Sberbank Europe (the Austrian bank owned by the Russian state-owned Sberbank) and the privately-owned Credit Bank of Moscow.

The Sberbank Europe facility, previously reported by CEE Legal Matters on February 27, 2014, was led by Barclays Bank as documentation agent and Commerzbank as facility agent. The syndicate also included Bank of America Merrill Lynch, Citibank, HSBC Bank, ING Bank, J.P. Morgan, Mizuho Bank, Sumitomo Mitsui, and UniCredit Bank Austria as MLAs. 

Commerzbank led the Credit Bank of Moscow transaction as co-ordinating mandated lead arranger, with ING Bank as a facility agent and, among others, Citibank, HSBC Bank (Russia), ICBC (Moscow), ING Bank, Morgan Stanley, Raiffeisen Bank International, Rosbank, Sberbank of Russia, UniCredit, and VTB Bank (Deutschland) as lenders.

The A&O team was led by Partners Elena Tchoubykina and Stephen Matthews, as well as Senior Associate Oleg Khomenko. Associates Hugh Mathison and Mikhail Novozhilov and trainee solicitor Oscar Mitchell played supporting roles.