PROJECTS
Our project work involves, as appropriate, one or
more lawyers specializing in a certain field of law under the guidance of a
partner. Overall coordination of work is the responsibility of senior partner
Andrey Gorodissky, Dr.Jur. Following are the most important projects
undertaken by the lawyers of the firm.
- Drafting
of all legal documents for one of the biggest construction projects in
Russia involving $3 billion investment.
- Preparation
of a merger of two major Russian production companies.
- For many years we have regularly represented
major Russian companies in connection with the issue and offering of
shares, global depositary receipts (GDR), eurobonds, American depositary
receipts (ADR) and other similar projects. During the past 7 years we
were involved in 2 projects on the issue and offering of Russian
issuers' shares and GDRs of those shares, 9 projects on the issue of
eurobonds and 3 projects on the issue of ADRs for the aggregate amount of
over USD 5,340,000,000. In particular, we represented the following
companies:
|
Client
|
Issue type
|
Issue amount
|
|
Magnitogorsk Iron
& Steel Works, OJSC
|
Shares and GDRs
|
$ 1,126,000,000
|
|
Cheliabinsk Zinc
Plant, OJSC
|
Shares and GDRs
|
$ 323,610,000
|
|
AFK Sistema, OJSC
|
ADRs
|
$ 1,556,828,550
|
|
MTS, LLC
|
Eurobonds
|
$ 400,000,000
|
|
MTS, LLC
|
Eurobonds
|
$ 400,000,000
|
|
MTS, LLC
|
Eurobonds
|
$ 300,000,000
|
|
AFK Sistema, OJSC
|
Eurobonds
|
$ 350,000,000
|
|
Wimm-Bill-Dann
Foodstuffs, OJSC
|
Eurobonds
|
$ 150,000,000
|
|
Magnitogorsk Iron
& Steel Works, OJSC
|
Eurobonds
|
ˆ
300,000,000
|
|
Magnitogorsk Iron
& Steel Works, OJSC
|
Eurobonds
|
ˆ
100,000,000
|
|
MTS, LLC
|
Eurobonds
|
$ 50,000,000
|
|
Wimm-Bill-Dann
Foodstuffs, OJSC
|
ADRs
|
$ 166,000,000
|
|
MTS, LLC
|
Eurobonds
|
$ 250,000,000
|
|
MTS, LLC
|
ADRs
|
$ 349,000,000
|
The
work involved provision of Russian law legal opinions for the U.S. Security
and Exchange Commission, underwriters and the New York stock exchange (the
work also included due diligence of the issuers and their subsidiaries,
review of the relevant agreements and documents for compliance with Russian
law, editing prospectuses and registration statements to the extent of
Russian corporate, currency, and tax law).
- Representation
of an international investor in the $25 million acquisition of a fish
plant.
- Representation
of a big British mining company in the $100 million acquisition of
shares in three Russian producers of raw material for non-ferrous
metallurgy.
- Representation
of an international financial institution in connection with the $15
million acquisition of 10% of common stock in a Russian metallurgical
plant.
- Representation
of international equity sponsors in the $20 million acquisition of a
pharmaceutical company.
- Representation
of a major foreign heavy-engineering corporation in connection with the
setting up in Russia of a $6 million joint venture for manufacturing
electrical equipment, and with management and funding of the JV
operations.
- Representation
of a major international bank in connection with the setting up in
Russia of an over $35 million joint venture for provision of warehousing
services, and with management and funding of the JV operations.
- Representation
of a foreign investor in connection with the setting up in Russian of an
over $20 million joint venture for transportation services, and with
management of the JV.
- Counseling
and representation on an ongoing basis of:
- a major U.S. manufacturer of perfumery products;
- a leading U.S. manufacturer of cigarettes and tobacco products;
- a well-known U.S. manufacturer of fashionable clothing.
- Involvement
in the investment projects of foreign companies for setting up Russian
subsidiaries and joint ventures, including a JV for manufacture of
construction materials and a JV for manufacture and sale of oil
transportation equipment.
- Legal
support to a major Russian production company in setting up joint
ventures in the CIS countries.
- Legal
support in the performance of contracts for delivery of oil
transportation equipment to a major U.S. machine-building corporation
under the Sakhalin Production Sharing Agreement.
- Legal
support in the performance of contracts for delivery by a big Canadian
company to Russia of technologies in the metallurgical and other
sectors.
- Representation
of the majority shareholder of a big construction materials manufacturer
in connection with a hostile takeover initiated by competitors (the
takeover was aborted thanks to the suggested protection concept).
- Representation
of a major Russian non-ferrous metals producer in four lawsuits brought
by a minority shareholder in the course of reorganization of the company
(all disputes were resolved in favor of the client).
- Representation
of the borrowers (a Russian bank and a Russian leasing company) in
connection with a $40 million loan and a $10 million loan respectively
from an international bank.
- Representation
of a U.S. financial corporation in connection with a $10 million loan to
a Russian printing company.
- Representation
of a major international financial corporation in connection with a $10
million loan to a group of Russian telecommunication companies and a $10
million loan to a glass company.
- Legal
support to a major investment project for building an optic fiber
communication network by Russian, German and other foreign companies;
and to a project on joint use by the Russian and U.S. companies of the
satellite communication.
- Involvement
in restructuring a number of companies in the fuel & energy sector,
and in drafting a package of agreements for sale of the companies' stock
and joint management of the group of companies by the investors.
- Drafting
of trademark license agreements for major U.S. corporations.
- Assistance
and advice to a world major software manufacturer in connection with
preparation of license agreements localized for Russia and in resolution
of corporate matters.
- Assistance
to a leading Canadian mining company in connection with establishing a presence
in Russia.
- Advice
to various U.S., West-European and Korean companies in the fields of
telecommunications, oil products, electronics, cosmetics, food,
advertising, health-care, and equipment leasing, on the establishment of
manufacturing, sales, distribution, and service joint ventures in
Russia. Our firm was the first Russian law firm which prepared at the
request of Overseas Private Investments Corporation a legal opinion with
respect to a $190 million loan provided by OPIC to a major U.S. telecommunication
company for the development of its business in Russia.
- Advice
to a major U.S. telecommunication company on setting up an educational
institution in Russia.
- Representation
of a major Russian aluminum smelter in its disputes with a group of foreign
companies, which involved preparation of documents for a number of court
proceedings both in Russia and abroad, handling of negotiations, and
drafting of documents for a global settlement (in concert with Debevoise
& Plimpton).
- Representation
of a group of stockholders of a major Russian smelter in court and
arbitration proceedings relating to stock ownership.
- Representation
of a major Russian smelter and assistance in negotiating a loan
agreement with a leading Western financial institution, as well as
representation of the smelter before Russian courts in disputes
regarding shareholders relationship and transactions with shares.
- Representation
of and assistance to a foreign creditor in connection with recovery of
the debt owed by a bankrupt chemical fiber plant.
- Representation
of and advice to prominent Western producers of foodstuffs and
health-food products.
- Representation
of and advice to a leading independent Russian TV broadcasting company,
including assistance in negotiations with a major transnational TV
broadcasting company.
- Advice
to and participation in court proceedings on behalf of a world major
computer manufacturer.
- Representation
of a leading U.S. denim-wear manufacturer famous worldwide for its
trademark.
- For
major oil-producing companies, advice on the matters of licensing,
tenders, purchase of equipment, and arrangements with investors.
- Representation
of and advice to a North-American manufacturer of equipment for oil
sector in connection with investments in Russia.
- Advice
to five major Russian commercial banks on current matters, investment
projects and diversification of activities, and a prominent U.S. bank on
banking, currency, securities and other Russian law matters.
- Representation
of and advice on an ongoing basis to a large aluminum smelter in Siberia
in the negotiations with a leading American aluminum corporation on a
joint investment project.
- Representation
of and advice to a leading Korean manufacturer of electronic and
communication equipment.
- Representation
of a leading Japanese company in connection with a major oil and gas
development project (estimated to require total foreign investment of $8
to $10 billion) in the Russian Far East (in concert with Debevoise &
Plimpton).
- Assistance
to a large U.S. oil company in connection with a proposed production
sharing agreement for a major oil and gas development project in the
Russian Far East; assistance to the same oil company in connection with
various operational matters in Russia (in concert with Debevoise &
Plimpton).
- Representation
of and advice on a regular basis to a major Russian publishing holding
company on the matters of structuring of corporate activities, and
acquisition and sale of independent publishing houses.
- Representation
in Russia of a leading German pharmaceutical company which produces a
world-known medication.
- Representation
of and advice to Austrian, Turkish, Norwegian, German and Israelite
construction companies in connection with purchase, development and
reconstruction/refurbishment of real estate in Moscow.
- Advice
to a major U.S. bank and its Russian subsidiary regarding protection and
registration of trademarks, contractual relations, issuance of and
operations with credit cards.
- Representation
of and assistance to the foreign shareholder of a large Moscow bus plant
in the course of bankruptcy proceedings.
- Assistance
and advice to a foreign investor in connection with acquisition of the
assets of a bankrupt West-Siberian manufacturer of weaving machinery.
- Advice
to the foreign shareholder of an oil processing plant in the course of
bankruptcy proceedings.
- Representation
of and assistance to a world leading credit card company in connection
with its business operations in Russia.
- Representation
of and advice to a foreign investor in connection with acquisition of
the assets of a bankrupt pulp and paper mill in Leningrad Region.
- Assistance
to and representation of the Moscow Government agent for the development
of a major Moscow property in its dispute with a foreign investor;
structuring of a contract-based settlement.
- Representation
of a Swiss and a British companies in connection with the acquisition of
bankrupt enterprises' property.
- Assistance
to West-European manufacturers of computers and pharmaceutical products
in protection of their interests as owners of trademarks registered in
Russia.
- Advice
and assistance to a major manufacturer of the worldwide known
confectionery products in the implementation of investment projects in
Russia.
- Representation
of a major manufacturer of antiviral software in a lawsuit against the
infringer of its trademark rights.
- Assistance
to a major Russian industrial and financial holding in the restructuring
of one of its main enterprises.
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