M&A, Corporate and Commercial Law

Throughout its history MGAP has always been engaged in corporate and commercial law projects. Many of these are multi-jurisdictional projects and cover the full range of services, including acquisition of corporate assets, restructuring of holdings, developing exclusive corporate solutions and legal support for the day-to-day activities of companies.

Corporate law

MGAP has always been engaged in corporate law projects, both at business start-up level and more developed stages as well as at the restructuring and closing stages of business. Our team is able to advise on the best architecture for both new and developed businesses. We adapt our clients’ needs to legal realities and opportunities, and, taking into consideration enforcement practice trends and case law, we prepare all corporate documents, instructions and rules, advise on financing, taxation, data protection, intellectual property, employment and migration and antimonopoly regulation issues.

Mergers and restructuring

MGAP advises Russian and foreign companies on M&A issues, including identification of associated advantages, opportunities and risks, development of defensive measures against a hostile takeover, as well as providing legal advice on acquisition deals. MGAP supports Russian and international projects in the sphere of mergers and restructuring, acting for both the sellers and purchasers in deals governed by Russian or foreign law. MGAP advises on a full range of legal issues connected with mergers, from corporate due diligence to structuring of asset acquisition and its execution in a proper legal form. Our firm develops restructuring solutions for groups of entities and their assets for business optimisation and effectiveness. Also our firm has significant experience in protection from hostile takeovers and helps clients develop preventative measures aimed at minimising takeover risks.

Commercial

We advise our clients on all terms of their commercial deals and projects. Our advocates and lawyers provide legal support in negotiations with partners, counterparties and relations with government bodies. Based on a client’s needs and taking into account antimonopoly regulations and tax implications, we help find the best suitable type of commercial deal that corresponds to a client’s interests. MGAP advocates and lawyers have significant experience of conclusion and support of deals in various commercial spheres: real estate, investments, licensing and distribution, e-commerce, participation in tenders, franchising, trademarks and patents usage, data protection and others. We carry out project structuring, perform due diligence on a counterparty’s legal capacity, corporate documents and documents certifying titles to assets and analyze and assess various legal risks connected with the proposed deal. We draft contracts and assist in their registration with competent authorities, if necessary. Many of our corporate clients choose us as their legal advisors on their day-to-day activities.

 

The Internationally-renowned legal rating organisation, the Legal 500, have praised MGAP for our excellent reputation in M&A, Corporate and Commercial in Russia. 

A pre-judicial corporate dispute

MGAP represents of a client's interests in a pre-judicial corporate dispute with a company, where the client is a participant.

Celebro Media, a global broadcast TV company who supply production, studio space and networks around the world

MGAP provides coordination from the point of view of Russian law of the process of joining Celebro Media as a new Russian investor.

A holding structure for an oil refining company

MGAP prepared a legal opinion about tax and corporate risks involved in creating a holding structure for an oil refining company.

An international chain of cosmetic shops

MGAP is representing an international chain of cosmetic shops in consultations regarding their business activity in Russia.

B&N Bank, Russian private bank

MGAP has provided (in close collaboration with a UK law firm) re-registration of the bank's representation in London in connection with a merger of MDM and B&N Bank in Russia, the closure of the bank's representation in London, a re-registration of labour relations with a representative of a foreign citizen in connection with the closure of the representative office.

An investment project in the field of polymer production

MGAP provides a legal support of preparation of shareholders' agreements, investment agreements, restructuring and reissuing of existing contracts for financing and enforcement of financing obligations.

A New York case brought by shareholders of a major Western bank

MGAP provided support to a US law firm in the questioning of Russian witnesses in a New York case brought by shareholders of a bank concerned about activities in the Russian branch of the bank.

Issuing of an expert opinion on Russian law for the Austrian court

Drafting a legal opinion delivered to the Austrian court with respect to certain Russian legal issues (loan agreements, surety agreements, good faith behavior and proceeding in Russian courts of common jurisdiction).

A thin capitalization (loans between affiliated entities and persons)

MGAP is advising their client on debt assignment and tax consideration matters related to thin capitalization (loans between affiliated entities and persons).

MediaZona, popular media portal in Russia

MGAP is advising MediaZona on various Russian legal matters, including IP and corporate.

A holding structure for a hydrocarbon processing plant

MGAP is advising a client regarding the creation of a holding structure for a hydrocarbon processing plant.

Magellan Systems Japan Inc

MGAP is advising IT company on various Russian legal matters, such as IT, corporate, tax and labor.

Magellan Systems Japan Inc - one of the world’s leading companies providing high sensitivity and high precision GNSS technology.

DEPARTÁMENT, creative agency

MGAP has been advising DEPARTÁMENT on contractual, IP and privacy legal issues for celebrity management services provided by the client to a manufacturer of mobile devices.

The effectiveness of an arbitration agreement with a limitation period

MGAP is advising a major oil and gas company on the effectiveness of an arbitration agreement with a limitation period, and the competence of the Russian court in a dispute resolution between Russian and Polish companies.

LLC BU-Media, one of the former owners of Rambler Games

MGAP has been providing legal support of separation of assets between the owners of Rambler Games.

Email disclaimers and footers

MGAP advised the client on legal rules applying in Russia regarding the use of email disclaimers and footers.

A sale-purchase transaction regarding shares of a company

MGAP provides legal support in a sale-purchase transaction regarding shares of a company, including the drafting of two option agreements with a repurchase clause.

A corporate solution to retain the client’s right as a land tenant

MGAP are developing a corporate solution to retain the client’s rights as tenant (the client is an owner of a building and lessee of land in Moscow) with appropriate tax optimization.

A corporate structure for a large real estate sale-purchase transaction

MGAP prepared a corporate structure for a large real estate sale-purchase transaction in Moscow.

City food and Local food brands

MGAP advised the client on corporate and IP legal issues in the course of raising investments into one of the popular city food market brands in Moscow.

Telecom Italia

MGAP has advised Telecom Italia on various Russian legal matters, such as IT, corporate, tax and labour.

Successful recovery of approx. $ 1 mln

Successful recovery of unpaid cost of works (approx. $ 1 mln) for MGAP’s client under an act unsigned by the customer (the opponent of MGAP's client).

Smart Course, career guidance for teenagers

MGAP advises the client on various IP, commercial, corporate and regulatory matters. 

Multi-jurisdictional dispute

Completion of litigation between two foreign companies regarding the obligation of the defendant (the counterparty of MGAP’s client) to transfer 100% of the participating interest in the charter capital of a company. The contract concerned control over a large real estate object in Russia. The legal work involved constructing an algorithm of corporate dispute resolution and resolution of obligations in a deal between two foreign companies in the Russian jurisdiction as well as supporting the disputes in the Russian Arbitrazh Court.

Representation of client’s interest in LCIA

Close collaboration with a large UK law firm in the course of filing a multi-million rouble claim in London Court of International Arbitration arising from the sale-purchase transaction of a supermarket chain.

Franchising for a fast food chain

MGAP has drafted franchising documents for a fast food chain of its client.

Product labelling and instructions for technology project

MGAP consult one of the largest international producers of robot technology on the question of Russian law as it applies to product labelling and the content of instructions accompanying the sale and the use of this technology in Russia.

The 1st Russian crowdinvesting platforme

Preparing a system of documents for StartTrack.ru that make the crowdinvesting mechanism possible, including a legal matrix for venture capital projects allowing the users of the crowdinvesting platform to complete all necessary procedures for an agreement between the parties in order to formulate the necessary terms and conditions for receipt or payment of private investment funds.

The division of an internet gaming business between its owners

MGAP developed a strategy and prepared a folder of documents on the division of an internet gaming business between its owners, cancelling SHA on the conditions agreed by the parties on the transfer of assets to each of the owners; keeping to the goals as set out of minimising tax and time spent and concluding any lawsuits.

Nielsen, a world leader in market research

MGAP has consulted the Nielsen company, on various matters of its activity in Russia.

BAZINA.SASS+ creative agency

MGAP has provided legal support to a leading advertising agency BAZINA.SASS+and its activities in Russia. MGAP has advised the client on various commercial, labour and IP matters.

SPLEAN, Russian popular music band

MGAP has provided legal support to Russian popular music band SPLEAN and its activities in Russia. We have consulted our client on a day to day basis on all commercial and IP matters, etc.

SDELANO – the first scalable technologic secvice of home renovation

MGAP provided initial consultation on a client about the choice of optimal corporate structure as well as legal advice on acquiring domain names of interest to the client.

A business model in the field of crowd investment

MGAP advised a group of private investors developing a business model in the field of crowd investment on the choice of optimal corporate structure for implementing this model.

A legal support to de-offshorization

MGAP provides legal support to de-offshorization process. MGAP advised its private client on the matter of de-offshorization of their assets and provided legal support to the deals aimed at de-offshorization.

Purchase of the debts of a leading airline

MGAP formalises a case structure designed to acquire and subsequently sell off the debts of a leading airline.

Popular Russian Internet service – Coub.com

MGAP has advised Coub Limited and its Russian subsidiary on IP, advertising, tax, labour, commercial and corporate matters.

Business expansion issues and the launch of his own line of food products

MGAP provides a full legal support to client on business expansion issues and the launch of his own line of food products. At the same time, our client was in direct competition with a former business partner.

MGAP carried out a legal risk due to the current strict regulations governing the production of food products and the specific features of the market for ready made food products.

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A case regarding a claim by a contractor over payment for work that had not in fact been done

MGAP wins a case regarding a claim by a contractor over payment for work that had not in fact been done.

During the court case experts were called upon but were unable to determine clearly whether or not the work was done in the agreed time period and whether the contractor was in fact able to carry out the work.  Nevertheless, the arbitrazh court upheld the rights of MGAP's client based on additional evidence presented by our lawyers and granted all damages in full.

A large startup in the field of taxi

MGAP provided legal support to a large business startup in the field of passenger taxi transport in the Moscow region. This included the restructuring of a foreign holding company and full legal support to its subsidiary company in Russia.

Legal support of private investment deal in Moscow residential construction project

MGAP provides legal advice to high net worth individual re investment in Moscow residential construction project. MGAP prepared a corporate structure for a client’s project in three jurisdictions as well as providing tax advice on antitrust law for investment.

Legal support to top Russian animation studio expanding operations in US

MGAP provides legal support to top Russian animation studio expanding operations in US. MGAP developed a corporate structure for its client and covered the Russian tax implications of the proposed business activity in the US. MGAP worked in collaboration with the client’s US legal advisors on development and production issues related to broadcast in US.

A complicated investment transaction permitting qualified investors to invest in a 3D animation project

From 2009 to 2011 MGAP participated in a complicated investment transaction permitting qualified investors to invest in a 3D animation project. Participants in the transaction were MGAP’s client, a well-known film production holding, and a major Russian investment company. MGAP was responsible for general coordination of the project, involving companies from three different jurisdictions as well as consulting on corporate law and intellectual property matters.

M&A project for a major supermarket chain

MGAP completes 6 months M&A project for a major supermarket chain. MGAP provided full legal support for the transaction on the acquisition of a regional chain of supermarkets. Services included complicated due diligence, participation in the resolution of the chain’s current disputes and supporting the restructuring of bank debts.

MGAP consults on large TV content supply deal

MGAP consulted on behalf of a TV content supplier in a major transaction with Rostelekom Company, one of Russia’s leading IPTV providers.

Our IP team was responsible for copyright, IT and liability aspects of the deal.

Successful commercial dispute

MGAP successfully represents its client – a contracting organisation -in the arbitration court over a claim for damages from a contractor for defects in the works carried out at the client's office.

Russian 3D Mokap animation studio

MGAP advised on the financial and corporate structure of its client’s joint project with Channel One. Our IP team also carried out complex due diligence on the underlying material for the project.

White Mirror, film company

MGAP has advised White Mirror on various film production and distribution, as well as corporate issues.

MGAP assists in incorporating and running The Alexander Piatigorsky Trust

MGAP has recently incorporated The Alexander Piatigorsky Trust registered as a charity.

The Trust is created in honour and memory of the recently deceased Alexander Piatigorsky, one of Russia’s most important philosophers and the author of “Remember the Strange Person“ (1999) and “An Ancient Man in the City“ (2001) amongst many other outstanding works.

Over the last year, MGAP’s Managing Partner, Sergei Gratchev was involved as both secretary and student in Piatigorsky’s last philosophical classes held in London. Sergei kept invaluable records of these classes which now form part of the philosopher’s legacy.

One of the Trust’s aims is to make information about the philosopher and materials from the final classes available to everyone.

If you have any questions or would like to learn more about The Alexander Piatigorsky Trust please contact Sergei Gratchev.

A major international distributor of fresh water

MGAP advises the client on consumer protection rights regarding the sale of water in Russia. 

One of the major French publishing house

MGAP advises the client on sanitary-epidemiological requirements for the import of printed products into Russia. 

Due diligence on Russian holding companies with a licence to mine and process mineral deposits

As legal adviser MGAP was a part of its client's international project to buy a controlling number of shares in a company registered in the US in Delaware State with subsidiaries in several jurisdictions.

MGAP provides legal advice to a foreign company on the structuring of a holding which owns and rents out commercial property in Moscow

MGAP put together a proposal that took into account the relevant tax, civil and land laws which allowed the client to buy the property. MGAP provided legal support to the project and became sole legal consultants for the holding in Moscow.

Tax advice on gold trading in Russia

MGAP has provided tax advice on gold trading in Russia and prepared a legal memo for the client.

Bazelevs

MGAP has advised Bazelevs on various film production and distribution, corporate, tax, commercial and labour issues as well as dispute resolution. 

Bazelevs is an international film company and the leader of Russia's production industry. Bazelevs works in films and advertisement production, post-production and distribution.

National Instruments

MGAP advises the client on various commercial, tax and corporate matters of its activity in Russia.

National Instruments is a major producer of automated test equipment and virtual instrumentation software. 

Navigator Records

Navigator Records is a major Russian music label. 

MGAP has provided legal support to the client and its activities in Russia. We have consulted our client on disputes in IP, corporate and commercial matters.

Advising an entity on developing equipment for seabed exploration for mineral deposits

SAMSUNG CSC

Sergei Grachev

Managing Partner

SAMSUNG CSC

Pavel Shaydurov

Head of Tax and Corporate Practice