• Overview
• Restructuring of bonds issues
• Issue and placement of shares in the Russian market, setting and legal supervision of initial (IPO) and secondary (SPO) public as well as private offers of shares
• Reverse split and split up
• Issue of shares within incorporation of joint stock companies
• Issue and placement of Russian depositary receipts (RDR) for foreign issuers’ shares or bonds
• Issue and placement of corporate bonds
• Issue and placement of stock exchange bonds
• Issue and placement of convertible bonds
• Issue and placement of infrastructural bonds
• Supervising securities’ transactions in a "secondary" market
• Supervising placement and circulation of foreign issuers’ securities in Russian Federation
• Supervising the procedure of information disclosure in the securities market
• Issue of memorandums and legal opinions on the Russian law in view of transactions and analysis of specific legal issues actual for a client
• Collective investments
• Drafting regulatory legal acts

One of the major and profile areas of "Nektorov, Saveliev and Partners"  professional practice is the activity in the capital market.

Key lawyers of "Nektorov, Saveliev and Partners"  capital market group are experienced professionals who actively practice legal consulting and guiding a group of lawyers within supervising major transactions in the sphere of securities and capital markets.

Moreover, our lawyers are frequently engaged in drafting regulatory documents in the area of legal regulation of a securities market.

We are proud to report that due to the combination of our competence and experience we can execute the most complex projects in the sphere of a securities market.

In the sphere of a capital market "Nektorov, Saveliev and Partners" can render their clients the following services:

Unfortunately, the reality of the crises period in the world economy is uncomfortable. According to the Information Agency CBOND site Russian securities market is characterized by a great number of defaults (approximately 250 on about 200 debt issuance as at the middle of May, 2009). Many of our issuers have already found constructive methods to settle their debts to securities holders and are restructuring their debts rather efficiently.

With participation of the lawyers from "Nektorov, Saveliev and Partners" specific schemes of restructuring bonds issue are developed and theyalready have been employed in many transactions lately executed in respect of securities issue debts (issuers’ obligations on redeeming securities, acquisition of their own securities, securities income repayment – before and after the default).  

We are sure that some of our approbated schemes can be employed in respect of any issuer who is in a difficult situation in view of his creditors. Civilized experience demonstrates that in the time of crisis not so many companies go bankrupt as a result of liquidity level reduction and floating assets shortage. As a rule, creditors (especially in Russian legal reality) are not interested in debtors’ bankruptcy as there is no legal priority of creditors and their claims are usually satisfied in the last place.

If bonds holders are proposed adequate terms of restructuring while preserving or improving their legal protection guarantees there can start a constructive dialogue between a creditor and his debtor. 

We have substantial practical skills in drafting transactions on restructuring including those which involve well-known sites (for example, MICEX), in negotiating with creditors on their conditions proposed and on the company’s perspective ability to pay. We are eager to propose you our legal services on supervising the transactions on restructuring bonds debt that includes:

- legal analysis of the situation in the event of default\planning default on obligations in respect of the company’s own shares, drafting memorandum on restructuring methods and listing legal risks of each of the methods proposed, giving recommendations on a specific method choice;

- legal supervising the chosen method of restructuring obligations to the securities owner that includes:

• contractual base;
• coordination of documents for restructuring among the company, securities’ holders, stock exchange (if necessary), depositary (if necessary), other professional securities market participants which are parties to the transaction;
• organizing and conducting the meetings with creditors including ‘general’ meetings of securities holders and drafting the restructuring parameters;
• drafting and issue of legal opinion on restructuring;
• rendering other restructuring services including services on legal representation (see: unit ‘Court and Arbitration’).

Transactions on capital placement, especially in Russia, involve the most complex and important tasks for all project participants. Competent lawyers’ experience is to be one of the most essential factors for their successful realization.

We are eager to propose you our competent services at the stage of business ‘drafting’ (restructuring business) to provide access to the stock market as well as at the stage of drafting and execution of the transaction itself.

We are able to go deeply in the company’s ‘life’ to grasp all specific aspects that are necessary to be taken into account while executing transactions in the stock market. Such specific aspects, for example, are: restrictions in view of the activities of insurance companies, strategic enterprises, antimonopoly restrictions, inner relations in regard of the capital stock, etc. 

We do our best to propose maximum of services on supervising the transactions in the share market (private and public) – depending on the parameters of the transaction planned – to provide complex legal support that includes:

• supervising the increase of joint-stock companies’ share capital;
• drafting decisions on share placement (public and private offerings);
• drafting decisions on securities issue;
• drafting securities prospectus;
• drafting a ruling on the approval of securities issue decision;
• drafting a ruling on the approval of securities prospectus;
• drafting other documents necessary for state registration of the share issue;
•  supervising the process of state registration of the share issue;
• drafting documents for share placement;
• drafting documents for admission of shares to stock exchange quoted lists (MICEX, RTS);
• supervising the process of putting of shares into stock exchange quoted lists (MICEX, RTS);
• drafting a report (or a notice) on securities issue results;
• drafting other documents necessary for state registration of the report on securities issue results;
• supervising state registration of the report (submission of the notice) on the securities issue results;
• drafting documents necessary for acquisition from federal executive authorities in the sphere of securities market of a permit on Russian issuers’s share placement outside the Russian Federation (if necessary);
• acquisition from federal executive authorities in the sphere of securities market of a permit on Russian issuers’ share placement outside the Russian Federation (if necessary);
•  supervising the security issue and securities placement procedures in foreign stock exchange (of necessary);
• supervising the information disclosure procedure at the stages of share issue;
• analysis of the documents on foreign part of the transaction including shareholders’ agreement, share purchase agreement, etc., on their compliance with Russian law (if necessary);
• issue of legal opinion on the Russian law in view of the transaction;
• monitoring closing of the transaction;
• participating in negotiations, meetings.

Usually split up and reverse split of shares do not have autonomous economic importance for the share market participants. But split up and reverse split are often an obligatory condition for securities circulation (including within a certain transaction).

Split up and reverse split result accordingly in reduction or increasing of shares nominal value without any changes in total share capital and its structure.

We can offer you the following services within reverse split\split up of shares:

• drafting a decision project on reverse split\split up of shares;
• drafting a decision project on securities issue;
• drafting securities prospectus (if necessary);
• drafting a decision on securities issue approval and securities prospectus (if necessary);
• drafting other documents necessary for state registration of the share issue;
• supervising the process of state registration of the share issue;
• drafting the report projects on the securities issue results and other documents necessary for state registration of the report on securities issue results;
• supervising state registration of the report on securities issue results;
• supervising the information disclosure procedure at the stages of share issue;
• supervising other procedures necessary for reverse split\split up (with the registrar, stock exchange, etc.)

Competent legal support is a necessary element for realization of such an important event as initial registration of the share issue. We have frequently faced situations when our clients tended to view this problem as a simple one and tried to organize the registration process themselves. As a result they repeatedly received refusals from a registration organ (FFMS).

Of course, it is not a general rule, as the quality of registration documents drafting depends on competence and experience of the lawyers engaged, and refusals in registration of such share issues are characterized by particular formality of legal grounds.

Meanwhile, registration of initial share issue of any joint-stock company is an important event as a chance of refusal in registration is higher when the executor’s responsibility on behalf of the issuer is lower. One should bear in mind that this is the matter of principle as it may influence further circulation of the joint-stock company’s securities. Transactions with securities that have not acquired state registration are hardly possible.

We are ready to employ all our experience and competence to satisfy your needs in registration of share issues within incorporating joint-stock companies on the highest and most reliable professional level.

We are eager to propose you the following services within supervising the initial share issues:

• drafting a decision on securities issue and a report on the securities issue results of your joint-stock company;
• drafting decisions of the joint-stock company’s authorized organs on the approval of the decision on the securities issue and a report on the securities issue results;
• drafting an issuer’s form;
• drafting other documents necessary for state registration of the securities issue and a report on the securities issue results of your joint-stock company;
• supervising the process of state registration of your joint-stock company’s securities issue.

Russian depositary receipts represent a comparatively new instrument that is not approbated in the Russian financial market. The main role and character of this type of securities is placement of foreign capital in Russia.

Placement of RDR is rather specific in comparison with other securities issues. Legislation regulating the RDR issue and circulation has gaps and problems in part of currency exchange regulation, depositary accounting, etc. These factors provide a demand in highly competent legal support within drafting and executing transactions on placement of depositary receipts in the Russian market as many of the steps within such transactions are extremely complex in practice.

We can provide you the following services within supervising RDR issues:

• structuring the transaction;
• drafting a decision on Russian depositary receipts placement;
• drafting a decision on Russian depositary receipts issue;
• drafting a prospectus of Russian depositary receipts;
• drafting a ruling on approving the decision on Russian depositary receipts issue;
• drafting a decision on approving Russian depositary receipts prospectus;
• drafting contracts setting the interaction between a foreign issuer and the Russian depositary – a direct issuer of Russian depositary receipts;
• drafting other documents necessary for state registration of Russian depositary receipts issue;
• supervising the process of state registration of Russian depositary receipts issue;
• drafting documents on Russian depositary receipts placement;
• drafting documents necessary for putting Russian depositary receipts  into stock exchange quoted lists (MICEX, RTS);
• supervising the process of putting Russian depositary receipts into stock exchange quoted lists (MICEX, RTS);
• supervising the information disclosure procedure at the stages of Russian depositary receipts issue;
• issue of legal opinion on the Russian law in view of the transaction.

Corporate bonds obtained wide circulation at the beginning of the 2000s and by now have proved their efficiency as a method to mobilize financing – from short-term to long-term. The main advantages of corporate bonds are:

• wide practice of their placement;
• public debt character which provides ‘massive’ investments and high level of confidence;
• convenience in debt managing, etc.

We have great experience in corporate bonds placement including bonds issued by lending institutions as well as competence in negotiating with registration organs (FFMS, СBR). A number of projects in this area have been executed with participation of our lawyers.

As a rule, our services on supervising bonds issues include the following:

• transaction structuring including structuring of covenant terms in the bonds issues;
• drafting and coordination of agreements with the depositary practicing mandatory centralized bonds certificate lodging;
• drafting a decision on bonds issue;
• drafting bonds prospectus;
• drafting a ruling on the approval of a decision on bonds issue;
• drafting a decision on the approval of bonds prospectus;
• drafting other documents necessary for state registration of the bonds issue;
• supervising the process of state registration of the bonds issue;
• drafting documents on the bonds placement (decision on coupon interest in the first coupon period, on the starting date of mortgage-backed bond placement, etc.);
• drafting documents necessary for putting the bonds  into stock exchange quoted lists (MICEX, RTS);
• supervising the process of putting the bonds into stock exchange quoted lists (MICEX, RTS);
• drafting a report (or a notice) on the bonds issue results;
• drafting other documents necessary for state registration of the report (or a notice) on bonds issue results;
• supervising state registration of the report (submission of the notice) on the bonds issue results;
• supervising state registration of the report on bonds issue results;
• supervising the information disclosure procedure at the stages of the bonds issue;
• issue of legal opinion on the Russian law in view of the transaction.

Stock exchange bonds represent an alternative to ‘ordinary’ stock exchange bonds in the debt investment public market. The advantages of stock exchange bonds in comparison with ‘non-commercial’ ones are:

• no requirements on issue registration in the federal executive authority in securities market (FFMS in Russia);
• stock exchange bonds placement does not require from an issuer to follow the requirements established for ‘ordinary’ bonds (for example, the requirement to provide bonds guarantees, etc.);
• organization of stock exchange bonds issue is much easier from organizational view. Due to possibility to coordinate it with a stock exchange that lists securities for placement and circulation one can considerably save the time usually spent on drafting issuance documents;
• stock exchange bonds are a comparatively new and innovative financial instrument in the Russian law and securities market. Due to its novelty it attracts attention of investors and mass media and it is a free PR for your company.

As a rule, our legal services on organization and supervising stock exchange bonds issue include the following:

• transaction structuring (including covenant terms);
• drafting and coordination of agreements with the depositary practicing mandatory centralized bonds certificate lodging;
• drafting a decision on the bonds placement;
• drafting a decision on the bonds issue;
• drafting bonds prospectus;
• drafting a ruling on the approval of a decision on the bonds issue;
• drafting a decision on the approval of bonds prospectus;
• drafting other documents necessary for state registration of the bonds issue;
• supervising state registration of the bonds issue;
• drafting documents on the bonds placement (decision on coupon’s interest in the first coupon period, on the starting date of mortgage-backed bond placement, etc.);
• drafting documents necessary for admission of the bonds  into stock exchange quoted lists (MICEX, RTS);
• supervising the process of putting the bonds into stock exchange quoted lists (MICEX, RTS);
• supervising the information disclosure procedure at the stages of the bonds issue;
• issue of legal opinion on the Russian law in view of the transaction.

Convertible bonds represent a mixed investment form as along with a debt character of financing they provide an opportunity of share participation in the debtor’s business. Convertible bonds suggest a larger discretion in the choice of debt settlement form and thus provoke ‘competition’ to ordinary non-convertible bonds especially in the stagnating market of the latter.

The lawyers from "Nektorov, Saveliev and Partners" participated in executing a few projects involving convertible bonds placement. Thus, we have experience and competence necessary to render services in this area. Usually these services are similar to the services rendered within ‘ordinary’ bonds issue. But specific ‘products’ in this area are:

• transaction structuring;
• drafting necessary corporate rulings including those on amending the issuer’s articles of association;
•  drafting a decision on the bonds placement;
• drafting a decision on the bonds issue;
• drafting bonds prospectus;
• drafting other documents necessary for state registration of the bonds issue;
•  supervising the process of state registration of the bonds issue;
• supervising the process of putting the bonds into stock exchange quoted lists (MICEX, RTS);
• supervising state registration of the report on bonds issue results;
• supervising the information disclosure procedure at the stages of bonds issue;
• issue of legal opinion on the Russian law in view of the transaction;
• rendering other services.

Nowadays Russian corporate bonds market is passing through a negative stage of its development. It makes investors search for new way of placing their capitals from the view of reliability and creativity of the investments.

To our mind, the idea of infrastructural bonds has become the most efficient reaction to the demands of the market. The main characteristic features of such bonds are:

• mobilization of investors’ resources for execution of large-scale infrastructural projects (transport, supply lines, communication, etc.);
• long-term character and the resulting high liability and  secure level of borrowings guarantees;
• ‘pure’ infrastructural bonds are issued with participation of the government or municipal institutions;
• possibility to draw income the amount of which depends on working profitability of the infrastructural objects set up at the expense of the bonds placement.

We are absolutely sure that infrastructural bonds will receive their development and will make a good competition to other instruments in the Russian market. Today we are ready to stimulate interest to them, thus we are developing innovative practice of infrastructural bonds supervising:

• transaction structuring including comparing with infrastructural projects conditions (for example, terms of concession agreements);
• drafting a decision on bonds placement;
• drafting a ‘contractual base’ (if necessary, for example, in case of assignment of rights in respect of borrower’s income);
• drafting a decision  on bonds issue and prospectus;
• drafting projects necessary for corporate ruling within infrastructural bonds issue;
• drafting all documents necessary for state registration of the infrastructural bonds issue;
• supervising the process of state registration of the infrastructural bonds issue;
• supervising infrastructural bonds placement;
• supervising the process of admission of infrastructural bonds into stock exchange quoted lists;
• drafting a report (a notice) on the results of infrastructural bonds issue;
• supervising the process of state registration of the report on infrastructural bonds issue;
• supervising the information disclosure procedure at the stages of infrastructural bonds issue;
• consulting on infrastructural bonds circulation, enforcement of rights and obligations on infrastructural bonds;
• issue of legal opinion on the Russian law in view of the transaction.

Executing transactions with circulating securities is an important aspect of our practice in the securities market. Transactions executed by market participants are distinguished by great variability. We do our best to adapt our services to the demands of different securities market entities.

We offer our services on supervision of securities foreclosure transactions (issuance and non-issuance), securities transaction, namely securities pledged as collateral, transactions with participation of qualified investors, cross-boarder securities transactions, including the services on:

• transaction structuring;
• consulting on the Russian law in the area of securities;
• drafting documents for the transaction;
• drafting managerial organs’ decisions on the transaction (decision on  the approval of major transactions, transactions which represent a special interest, etc,);
• acquisition of certain permits and registrations (FFMS, CBR, FAS);
• consulting on disclosure of information in view of the transaction;
• issue of legal opinion on the Russian law in view of the transaction.

• consulting on opportunity and procedure of foreign issuers’ securities circulation in the territory of Russian federation;
• transaction structuring;
• drafting documents necessary for foreign issuers’ securities circulation in the Russian market;
• drafting foreign issuers’ securities prospectus, supervising the information disclosure procedure at the stages of Russian issuers’ shares placement in foreign stock exchanges;
• issue of legal opinion on the Russian law in view of the transaction.

Disclosure of information is an important part of business life of any public company – company that at least once has been engaged in public placing of issued securities. Completeness and accuracy of information disclosure by an issuer is thoroughly traced and controlled by supervisory organs (FFMS of Russia), as well as by investors.

We have a great experience in supervising "day-to-day" activities of a number of public companies and are ready to offer you our competent services in view of information proceeding and information disclosure in compliance with the requirements of the Russian law.

Services on supervising information disclosure can include (in different combinations):

• consulting on information disclosure procedure by issuers in the securities market with considering specifications set for different types of securities issuers, regimes of securities circulation;  
• drafting press-release projects;
• drafting message projects on material facts, on information that can influence a joint stock company’s securities costs;
• drafting quarterly reports;
• drafting annual reports;
• drafting securities prospectus;
• drafting and proceeding other information due to disclosure according to the requirements of federal laws and regulatory acts of federal executive authority in the securities market; 
• consulting on issues of bringing to responsibility for violation of norms of mandatory information disclosure in the securities market.

While preparing for execution of securities transactions a company frequently may face the necessity to study complex legal issues which requires a professional opinion (usually consolidated) of competent lawyers in the security field.

As one of the transaction conditions sometimes a counterparty may demand due diligence of its legal ‘purity’ and issue of a legal opinion on its compliance with the law drafted by a competent legal firm. Thus, the responsibility for this ‘legal purity’ when confirmed is placed on the legal consultant.

We have been working in the sphere of capital market for a few years and are able to recognize the tendencies of its legal regulation, the tendencies of practice development; it enables our lawyers to ‘produce’ decisions on complex and important problems on the highest reliable and comfortable level. If necessary, we can promptly and efficiently draft a position practically on any problem in the sphere of our competence mobilizing our most professional specialists in the security market. 

We have drafted a number of opinions that have become the basis of certain investment agreements. We are eager to help you in making decisions on any complex problems and are ready to bear responsibility for truthfulness of our opinions. The guarantee of the efficiency of the decisions is our absolute honesty, creativity in solving unconventional problems, the sense of responsibility for our image and reputation in the market of legal services.

Russian market of collective investments is an important part of capital markets and, thus, an important field of our legal practice.

Experience and competence of lawyers from "Nektorov, Saveliev and Partners" provide our clients with expert support from the moment of  a decision making to the stage of employing the instruments of collective investment. We offer permanent supervision of the projects being executed regardless if they were drafted by our specialists or not.

To solve these tasks we provide our clients with a package of services which includes:

• consulting on the issues of Russian legislation  and regulatory acts of federal executive authority in the sphere of securities market in view of activities of the investment and pension funds;
• developing and proceeding the best scheme and drafting a memorandum (term-sheet) including the main guidelines of the proposed collective investments scheme;
• drafting the instruments of collective investments including incorporation of an investment fund’s\non-state pensions fund’s managerial company, investment company (broker, dealer, trust management, depositary), discount company (special depositary\registrar), acquisition of due licenses;
• setting all categories of unit investment trusts including drafting and registration of investment fund’s regulations;
• supervising the settlement of other infrastructural tasks (for example, acquisition  of a qualified investor’s status), supervising the setting of unit investment trusts;
• supervising the disclosure of information;
•  other legal services connected with setting up and activities of collective investment market’s participants.

Legislation in the sphere of financial markets is one of the most dynamic branches of law. "Nektorov, Saveliev and Partners" lawyers possess substantial practical experience of its application and good theoretical base which enable them to form their own opinion on regulatory acts in the sphere of securities market regulation. "Nektorov, Saveliev and Partners" lawyers have participated in amending Federal law on “Securities Market” and certain regulative legal acts of federal executive authority in the sphere of securities market on regulating the issue and circulation of securities.

Due to our experience and competence we can offer you the following services on drafting the projects of regulatory acts in this field:

• drafting the projects of regulatory acts;
• commenting on the projects of regulatory acts;
• drafting opinions on compliance of certain provisions of these regulatory acts with the provisions of a current hierarchical legal system including the acts of greater force, law-enforcement practice, practical expediency and logic.