Tax and Transactional

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Taxation

MGAP provides its clients with legal support for international and domestic tax planning, advises on taxation issues in cross-border transactions and in the developing of tax strategies, and analyses the taxation of joint activities. We also assist our clients with restructuring and corporate mergers, direct investments, and investments in various fields.

Commercial transactions

We consult our clients on all terms of the commercial transactions they have entered into, as well as commercial projects under development. In particular, our lawyers and counselors support clients  in negotiating with partners/contractors, and interacting with government agencies. Depending on the clients' goals and objectives - taking into account the antimonopoly regulation and tax consequences - we help to choose the type of transaction that meets the clients' interests to the fullest extent possible, with due regard for potential risks of unfair behavior of counterparties.

Structuring and business support

Our team can offer the best structuring options for both developing and established businesses. Adjusting clients' preferences to legal realities and opportunities, taking into account the trends of law enforcement practice and  the courts’ position, we prepare the entire volume of corporate documents, instructions and rules, and advise on financing, taxation, personal data protection, intellectual property, labor and migration law, and antitrust regulation.

Many of MGAP’s clients choose us as consultants on the ongoing activities of the companies.

Mergers and Acquisitions (M&A)

MGAP advises Russian and foreign companies on issues related to mergers and acquisitions, determines the legal advantages, opportunities and risks in a merger of companies, develops protective actions in case of an unfriendly takeover attempt, and provides support for asset acquisition transactions.

 


MGAP expertise is marked by the international ranking The Legal 500 (EMEA).

  • 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 holding structure for a hydrocarbon processing plant

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

  • 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.

  • Legal advising for messenger

    MGAP provides legal support on various IT and IP issues for messenger. 

  • Franchising for a fast food chain

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

  • Legal matters regarding debts on a loan agreement

    MGAP assists several high net worth clients in resolving legal matters regarding debts on a loan agreement by preparing a set of documents focused on repayment of borrowings.

  • Bitcoin

    MGAP’s lawyers prepare a legal opinion on the tradability of cryptocurrency in Russia.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Smart Course, career guidance for teenagers

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

  • Telecom Italia

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

  • A pre-judicial corporate dispute

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

  • 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).

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • A dispute over a credit agreement regarding property insurance

    MGAP advises on a dispute over a credit agreement regarding property insurance. MGAP represented the interests of a group of private clients in a dispute with a Russian bank over presenting of final demands regarding the proper repayment of a loan. The bank claimed that they had broken the terms of their credit agreement regarding property insurance. As a result of the claim and following discussions, the bank representatives refused to comply with the demands.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • Dirty and Leprosarium, cult Russian online communities

    MGAP provides a legal advise to a pool of investors on IP matters for cult Russian online communities Dirty and Leprosarium.

  • 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.

  • 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

  • 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.

  • 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. 

  • 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.

  • 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.

  • Popular Russian Internet service – Coub.com

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

  • MGAP advised a client interested in financing films and developing film culture

    MGAP provided legal support for rights acquisition to literary works, and negotiated with well-known screenwriters on behalf of its client.

  • 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.

  • MediaZona, popular media portal in Russia

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

  • 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.

  • 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.

  • 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.

  • 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 service 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.

  • 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.

  • 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.

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