• Overview
• Reorganization
• Privatization
• Restructuring
• Corporatization
• Procedure of mandatory and voluntary offer for stock acquisition
• Squeeze-out
• Foreign investments into strategic sectors of Russia
• Memorandums and legal opinions
• Commodity market
• Project financing
• Licensing

The lawyers from “Nektorov, Saveliev and Partners” are recognized by the professional community as highly proficient corporate lawyers capable to solve the most complex tasks in the sphere of corporate law.

The lawyers from “Nektorov, Saveliev and Partners” are highly experienced in supervising corporate activities of any grade of complexity including reorganization of corporate entities.

We can offer our services on complex supervising the reorganizational arrangements including the following:

• Drafting reorganizational structure (scheme) or analysis and adjustment of existing reorganizational structures with due account for all aspects to be coordinated with the Client: keeping control over the company; “transparency” of possession, tax consequences, terms of realization, etc.

• Drafting projects for all necessary documents including the projects of:

• decisions of the company’s managerial bodies;

• documents on transfer or distribution of the company’s assets and liabilities (including separation balance sheet, assignment deed);

• applications and requests for coordination of the reorganizational structure with an antitrust body and other supervisory executive bodies (if applicable);

• company’s constitutive documents resulting from reorganization;

• other documents.

• Supervising all necessary procedures in accordance with the project execution schedule, including administrative procedures (acquisition of permits, accepts, registrations from authorized governmental organs – FTAI (Federal Tax Agency’s Inspectorate), FFMS (Federal Financial Market Service), notification procedures.

• Consulting on settlement of claims concerning early recovery, discharge of obligations by the reorganized company in view of reorganization.

Planning and executing privatization transactions require high organization and competence in the transaction process and structure as well as of accessory risks. Due to a substantial experience in this area "Nektorov, Saveliev and Partners" can successfully execute privatization projects of all grades of complexity.

On the basis of Federal Law "On Privatization of State and Municipal Property" dated from December 21, 2001, №178-FZ, and due to the experience in supervising such transactions, the role of legal consultants in privatization of  state-owned blocks of shares of open joint-stock companies by making in the form of a contribution to the share capital of open joint-stock companies comes to the following services  (for each step of a transaction):

Preparatory actions for privatization:

• drafting a detailed schedule for the project execution;
• drafting a project \ projects’ analysis of RF Government regulations on privatization of state-owned property – block of shares of an open joint-stock company - through making payment in the form of allotted extra shares when increasing the share capital of a joint-stock company;
• analysis of independent appraisers’ opinions on assessment of market price for privatized shares of an open joint-stock company, as well as market prices for the open joint-stock company’s shares. Drafting the offer \ expertise of the offer on the exchange ratio;
• drafting the projects \ analysis of the projects of regulatory documents of the Federal Agency for Administration of State Property and of other governmental organs adopted as execution of RF Government’s regulation on privatization of state-owned shares of an open joint-stock company;
• drafting applications to the Federal Antimonopoly Service to coordinate the transaction on acquisition of an open joint-stock company’s state-owned shares by a joint-stock company (if applicable).  

Drafting corporate decisions:

• drafting \ expertise of corporate decisions projects for an open joint-stock company in view of increasing the share capital through placement of extra shares paid by state-owned shares of an open joint-stock company;
• drafting issuance documents for supplementary share issue  placed through private offering with the payment by state-owned shares of an open joint-stock company;
• consulting on disclosure of information during supplementary share issue (if applicable).

Closing the transaction:

• supervising state registration of supplementary share issue of an open joint-stock company;
• supervising the opening by an open joint-stock company placing extra shares of a customer account in the share register of an open joint-stock company by whose shares the allotted extra shares are paid;
• supervising the placement of extra shares on the customer account of the Federal Agency for Administration of State Property – the government agent;
• supervising the placement of the privatized shares on the customer account of a joint-stock company placing the extra shares;
• settling the issues of a joint-stock company’s corporate governance whose shares are privatized (if applicable), including the amendment of its articles of association, as well as other amendments into the United State Registry of Legal Entities, that do not involve amendments into the constitutive documents.

For business development, as well as for mobilizing finances for its development a clear, plain and what is more – effective corporate structure of ownership is highly important. As a rule, restructuring of a group of companies or of a holding company pursues the following objectives:

• constructing flexible structure of a vertically integrated holding company to attract investors for further business development; a chance to run operating management over subsidiaries;
• separation of risks resulting from production activities and risks resulting from predominant shareholding (direct or indirect) in the companies making up the holding; a chance of effective financing of the holding activity in view of taxation;
• a chance to apply international law to the interactions between shareholders and investors to provide them with extra guarantees.

On your request the lawyers from "Nektorov, Saveliev and Partners" will execute structuring and restructuring of your holding company in accordance with the current legislation. While performing project structuring our lawyers proceed from the following:

• measures on holding structuring shall not result in imposition of obligations to pay significant amounts of taxes and\or other compulsory payments for the holding’s constituent companies, their shareholders (participants) an\or beneficiary;
• measures on holding structuring shall not if possible result  in imposition of obligations to make a compulsory offer on share buyout from other shareholders (art. 84.2  FZ dated 26.12.1995 №208-FZ "On joint-stock companies");
• actions on holding structuring shall not if possible depend on their coordination with an antimonopoly body;
• holding structuring shall be completed if possible in the shortest possible period of time.

For many beneficiaries and managers of successful business it is vital to achieve maximum capitalization. Assets’ capitalization may be of value for investors and creditors only if the assets are easily available for pricing, mortgaging or selling. That is why we often have clients who turn to us to have their business corporatized.

Corporatization is a complex process from the view of corporate legislation as it requires consideration of interests of the majority, as well as of the minority beneficiaries and third parties related to the business corporatization.

Our lawyers will draft and enforce the most optimal corporatization scheme for your business conforming to the norms of current legislation and corresponding to your interests as much as possible.

The lawyers from "Nektorov, Saveliev and Partners" are recognized specialists in supervising transactions on acquisition of open-joint stock companies’ blocks of shares. It is proved by a number of successfully executed projects and published researches of our lawyers on the problems of buy-out and squeeze-out.

If you have to execute a project on acquisition of major blocks of shares of open joint-stock companies we can provide you with the following legal services in view of drafting voluntary or mandatory offers:

• structuring and drafting the transaction bar chart;
• drafting the documents necessary for executing voluntary (mandatory) offer on acquisition of a special purpose company’s shares; coordination of the above mentioned documents with the client;
• supervising the submission of a voluntary (mandatory) offer to FFMS of Russia, as well as to a special purpose company;
• coordinating the activities of a client, a special purpose company in view of taking actions on submitting  voluntary (mandatory) offer;
• supervising the submission of the final report on the voluntary (mandatory) offer acceptance to FFMS of Russia;
• consulting on other legal norms in view of submission of a voluntary (mandatory) offer. 

In executing squeeze-out projects we can render you the following legal services in view of drafting claims (notifications) on securities squeeze-out:

• structuring and drafting of the transaction bar chart;
• drafting the documents necessary for executing  claims (notifications)  on special purpose company’s share squeeze-out;
•  coordination of the above mentioned documents with the client;
• supervising the submission of the claim (notification) to FFMS of Russia, as well as to a special purpose company;
• coordinating the activities of a client, a special purpose company in view of submission the security squeeze-out claim (notification);
• consulting on other legal issues in view of submission of a claim (notification) on special purpose company’s squeeze-out.

The lawyers from "Nektorov, Saveliev and Partners" have experience in drafting all necessary documents and cooperation with state bodies while supervising transactions in view of investments into economic companies which are strategically important for the state defense and security.

On your request our lawyers will execute your project structuring, consult you and draft all documents necessary to acquire preliminary consent on your transaction connected with the strategic company’s assets.   

On your request the lawyers from "Nektorov, Saveliev and Partners" will draft a memorandum or legal opinion on a complex issue on application of Russian federal current legislation. 

Russian economy urgently needs to develop its real sector – production sphere and commodity market. The problems of setting up, developing and regulating commodity market infrastructure are often disregarded by the authorities. Nevertheless, one can note due activities of commodity market participants, specifically of raw material market, and in this respect we propose a unique practice of supervising the common market infrastructure.

We can render legal services on the following commodity market issues:

• setting up commodity exchanges;
• licensing;
• corporatization of commodity exchanges, incorporated in the form of non-commercial partnerships;
• analysis of the exchange internal instruments including the rules of exchange business in view of its correspondence to commodity exchange and exchange business legislation.

As a rule, execution of project financing takes up a considerable time period. The success depends, among others, on thorough legal development of the project structure as well as on competent solution of legal issues arising during its execution.

"Nektorov, Saveliev and Partners" offer you qualified legal services in view of your project financing on each stage of your project:

On pre-investment stage of the project "Nektorov, Saveliev and Partners" will provide legal development and choice of the optimal project structure, conduct legal due diligence of the property and of the companies. During the investment stage the lawyers from "Nektorov, Saveliev and Partners" will provide drafting the documents for project execution and fixing an agreement among project

participants (project sponsors, suppliers and contractors, buyers, project management company, creditors and other participants). During post-investment stage "Nektorov, Saveliev and Partners" will provide current legal supervision of the project, monitoring of compliance by all the participants of current legislation and the agreement. If necessary, our lawyers will represent your interests in court.

"Nektorov, Saveliev and Partners" will provide legal supervision of the following activities:

• incorporating companies with equity investment of the project initiator and mobilized co-investors;
• investment of project financing through leasing schemes;
• investment crediting;  investment projects using the mechanism of guaranteed investments;
• project financing mobilizing foreign capital;
• project financing in the form of acquisition of a block of securities or an interest in the share capital;
• debt project financing through infrastructural bonds issuance;
• scheme development for optimization of legal entity’s taxation and flows of money by using securities;
• drafting the scheme for self-financing by using the institutions of joint investment;
• drafting the programs on alternative crediting by using securities.

"Nektorov, Saveliev and Partners" are engaged in all kinds of business supervising in Russia, including licensing. The areas of our profile activity are in the first place organized financial and commodity market. Thus, the lawyers from "Nektorov, Saveliev and Partners" are good specialists in the issues of licensing and compliance with license requirements especially in the above mentioned areas.

Collective investments:

consulting on compliance with license requirements and supervising the acquisition of licenses:

• Investment Fund’s\Non-State Pension Fund’s managerial company;
• special depositary;
• a registrar.

Drafting all necessary documents.

Professional participants of securities market:

consulting on the issues of compliance with license requirements and supervising the acquisition of licenses for:

• dealing activity;
• brokerage activity;
• securities administration activities;
• depository activity;
• clearing activity;
• activity on maintenance of a register of registered securities holders;
• activity on trade organization in the security market:

as well as:

• supervising the setting up and operating of stock exchanges and other trade organizers in the securities market;
• drafting the documents necessary for license acquisition.

Exchange brokers and exchange mediators:

• supervising the license acquisition for commodity futures and optional deals by business mediators and business brokers in exchange business;
• drafting the documents necessary for license acquisition.