Areas of practice: Corporate, Securities, Antitrust, Currency Exchange.
		Education: Diploma in Jurisprudence, New State University, 1999. Bar Admission: 2002

Ms. Orlova works in the area of incorporation of companies, accreditation of offices of foreign-based corporations in Russia and generally represents clients in their interaction with the Russian government’s various agencies. She has built her practice focusing on general corporate and securities matters. Ms. Orlova has extensive experience in drafting memoranda, articles of association, by-laws and other constitutive documents, board minutes and resolutions of shareholders, prospectuses, internal corporate rules and regulations, share purchase and joint venture agreements, waivers of rights of first refusal and other transactional documents necessary for acquisition of shares and participatory interests in Russia. She regularly handles all kinds of filings necessary for formation and dissolution of companies and non-profit organizations, accreditation of local offices of foreign-based corporations, registration of securities offerings and mandatory disclosure under securities regulations, as well as for approval of M&A transactions and asset acquisitions by Russian antitrust authorities and Russian Central Bank. Ms. Orlova routinely counsels major domestic and foreign-based companies on corporate issues, including corporate governance, fiduciary duties, acquisition and disposition of shares of stock and participatory interests, as well as incorporation, reorganization and dissolution of companies and non-profit legal entities in Russia. An important part of her practice is due diligence of issuers and target companies for equity sponsors, including investment banks, and industrial concerns.

Ms. Orlova speaks English and Russian (native).

Practice details:

Input in the work on the project for privatization of the state stake in a major Russian iron and steel manufacturer; drafting of legal opinions; drafting of the package of documents of the enterprise and the purchaser for participation in the auction.

Representation of a Russian fashionable clothing manufacturer in connection with the setting up and operation of a chain of shops; worked on a wide scope of matters structuring corporate and contractual relations of the parties involved, drafting agreements and statutory documents.

Corporate law: Counseling on setting up and liquidation of companies, partnerships, representative offices and branches, reorganization of commercial and non-profit enterprises and organizations, transfer of title to property in reorganization and setting up of companies, shareholder rights, shareholders meetings, conversion of stock, increase of charter capital through issue of securities, corporate approval of major and interested transactions, election of the board of directors and appointment of management bodies; drafting of statutory documents and internal regulations; involvement in building management structures; drafting of documents for and handling of state registration of securities issue by the Federal Commission on Securities Market.

Securities: Involvement in the preparation of the Russian law legal opinions in connection with a $800,000,000 Eurobond offering by Mobile Telesystems Finance S.A., a $350,000,000 Eurobond offering and a $1,556,828,550 GDR offering by AFK Sistema OJSC. Involvement in the work on Eurobond and ADR offerings (that raised in aggregate over $2 billion): due diligence checks of the issuers and their subsidiaries, preparation of Russian law legal opinions for the underwriters and the New-York stock exchange.

Anti-monopoly law: Acquisition by foreign and Russian investors of voting stock/shares in Russian companies; acquisition of property of Russian companies; transfer and lease of fixed production assets and intangible assets; arrangements for managing a group of companies, participation of a foreign investor in the management of a group of Russian companies.

Currency law: Acquisition by foreign investors of stock in Russian companies for foreign currency; registration of foreign companies with Russian tax authorities; settlements between Russian and foreign companies and individuals in foreign currency and in Rubles.

Taxation: The matter of taxation of Russian and foreign companies and individuals.

Real estate and construction: Documentary due diligence checks of real estate property, review of title documents and lease right documents.

Contracts: Drafting, review and negotiation of share purchase-sale, company set up, joint venture, and other commercial contracts and agreements.