Commercial, corporate and M&a: Moscow in Russia
ALRUD Law Firm’s ‘market-leading’ team retains a strong reputation as ‘the go-to firm’ for foreign investors and is notably active in headline inbound M&A transactions and joint venture projects within Russian and the CIS region. Alexander Zharskiy, a ‘widely recognised expert in corporate and cross-border transactions’, leads the sizeable team. In recent work, the group advised on the acquisition of a 14.2% stake in Rosneft by CEFC China Energy Company from Glencore and Qatar Investment Authority in a deal worth $9.2bn. In another highlight, the practice assisted Uber Technologies with a $325m multi-jurisdictional joint venture operation with Yandex across six CIS countries. Anton Dzhuplin acted for Sib Trading on the complex acquisition of Sibenergougol and its subsidiaries from the SDS Ugol group. Oleg Ezhov and Timur Akhundov assist Russian and foreign companies with acquisitions, in-bound investments and joint ventures.
Cleary Gottlieb Steen & Hamilton
At Cleary Gottlieb Steen & Hamilton, ‘industry expert’ Scott Senecal has extensive experience advising foreign investors and Russian entities on significant M&A and joint venture deals. In recent work, the team advised on the acquisition of a 10% stake in Sibur by Sinopec, and Qatar Investment Authority on its 24.99% acquisition in Northern Capital Gateway and Rosinter Restaurants. Yulia Solomakhina and Murat Akuyev assisted MegaFon with its $740m purchase of a 64% controlling stake in Mail.Ru Group. Mikhail Suvorov assisted InBev, the world’s largest brewer, with the combination of its beer business in Russia and Ukraine with those of Turkish beverages group Anadolu Efes.
Dentons has strengthened its team with the recruitment of Vladimir Sokov, formally head of corporate practice at Pepeliaev Group in June 2018. The practice acts for an impressive list of leading clients from a diverse range of industries including Russian Direct Investment Fund and Gazprom, among others. The firm’s strong capabilities acting on high-value energy transactions are evident in Alexei Zakharko advising Gazprom on a joint venture with Shell for the construction and operation of an LNG terminal in Leningrad Region, and Maria Oleinik is assisting EuroChem with the sale of 100% equity in Severneft-Urengoy to the Novatek Group. In in-bound transactions, Richard Cowie is acting for a consortium of private equity and sovereign wealth funds concerning the acquisition of a 25% stake in the holding company of Pulkovo Airport. Christopher Rose is advising Sberbank Investments on the acquisition of an equity stake in Genser Group, one of Russia’s largest car dealers.
Herbert Smith Freehills CIS LLP
Herbert Smith Freehills CIS LLP maintains a strong reputation as the go-to practice for well-known international players including Goldman Sachs, and has also recently won new mandates from Asia-based clients including China Chengtong International Investment and Mitsubishi. Drawing on its network of European and Asian offices, the practice advised Uber International on its CIS-wide joint venture with Yandex, and Onexim Group on the sale of 7% of the issued share capital of Rusal and amendments to certain existing shareholder arrangements. In other highlights, private equity and capital markets partner Evgeny Zelensky assisted Sberbank with the disposal of a 99.85% stake in Deniz Yatirim to Emirates NBD. Alexei Roudiak chairs the practice and Oleg Konnov is also noted.
Linklaters continues to act as lead counsel on the largest transactions in the oil and gas, real estate, e-commerce and banking sectors. Highlights included advising Sberbank on an e-commerce $1bn joint venture with Yandex on the Yandex.Market platform, and assisting Rosneft with a joint venture with KAR Group for the purposes of entering into the concession agreement concerning the oil export pipeline in Iraqi Kurdistan. Grigory Gadzhiev advised Agrokom Group on the $1.6bn sale of the 100% stake in the Donskoy Tabak Group, the fourth largest tobacco company in Russia, to Japan Tobacco International. Lev Loukhton acted for Immofinanz on the disposal to the Fort Group of 100% of shares of the holding company that owned, through its subsidiaries, a portfolio of five shopping centres in Moscow with a combined value of $1bn. Denis Uvarov leads the practice.
Skadden, Arps, Slate, Meagher & Flom LLP
The ‘excellent’ group at Skadden, Arps, Slate, Meagher & Flom LLP is ‘one of the strongest teams in the Russian corporate and M&A market’, the practice is ‘very knowledgeable in both Russian and international law aspects’ and has particularly strong capabilities in cross-border M&A, joint venture projects and complex transactions. Dmitri Kovalenko, who jointly heads the practice alongside Alexey Kiyashko, is advising VTB Infrastructure Investments on the $2.5bn acquisition of a 29.1% stake in major food retailer Magnit from Magnit’s founder. Kiyashko specialises in corporate finance transactions and recently worked with colleagues in the London office to assist Nasdaq-listed Qiwi with a $700m partial tender offer launched by Otkritie.
Baker & McKenzie - CIS, Limited is ‘uniquely positioned to provide advice in respect to multiple jurisdictions’ and provides ‘comprehensive and client friendly advice within the set deadline’. The firm recently handled a number of significant inbound and outbound acquisitions, including the sale of a 75% stake in Alutech to German company, the Hörmann group, and Severgroup's acquisition of a controlling share in the capital of AVA-Peter, a private healthcare company operating several medical clinics and pharmacies. Key practitioners include ‘corporate and commercial experts’ Andrey Afanasiev, Sergey Krokhalev and Dmitry Marchan.
Baker Botts L.L.P.
Baker Botts L.L.P. has strong capabilities in in-bound M&A transactions, joint ventures and complex corporate divestitures, particularly for financial services sector clients. Konstantin Garmonin advised International Finance Corporation and the founding shareholders of AVA-Peter, a specialist fertility medical clinic on the sale of a controlling stake to Severgroup, a private investment company. Department head Maxim Levinson handled a number of significant divestiture and M&A mandates for domestic and international clients in the oil and gas, private equity and technology industries.
Bryan Cave Leighton Paisner (Russia) LLP provides ‘top-notch transactional support’ and ‘prompt, effective and accurate legal advice’. The ‘highly professional and result-orientated’ team has a strong offering in domestic M&A matters. In recent work, it advised Open Mobile and Rusintech LLC on the sale of a 75% stake in Open Mobile and the disposal of a 75% stake in Votron to Rostelecom, and handled Siberian Generating Company's acquisition of a 78% stake in Sibeco. Key practitioners in the ‘well-connected practice’ are department head Anton Sitnikov, Matvey Kaploukhiy, Anton Panchenkov and Ekaterina Dedova. Managing partner Andrey Goltsblat is the other key figure.
Clifford Chance s’ ‘unique understanding of the clients’ needs and goals’ results ‘in perfect drafting and communication’. The firm’s corporate expertise in cross-border transactions is highly sought after by major private equity and sovereign funds including China Investment Corporation and Morgan Stanley. Recent prominent mandates saw practice head Marc Bartholomy acting as counsel for the Russian transactions arm of China Investment Corporation $14bn multijurisdictional acquisition of Logicor, the largest private equity real estate deal in Europe to date. In other highlights, Arthur Iliev is working alongside Tokyo-based Yusuke Abe in advising the Far East and Baikal Region Development Fund on the joint venture with the Japan Bank for International Cooperation and other agencies on a platform to support Japanese investments in the Russian Far East. Life sciences specialist Torsten Syrbe advised Pfizer on its $200m investment and collaboration NovaMedica.
Egorov Puginsky Afanasiev & Partners' ‘outstanding’ practice leads in corporate and commercial M&A transactions as ‘the top counsel for Russian and international clients’, according to one client. Arkady Krasnikhin, a US-qualified and ‘well-respected corporate and commercial expert’, leads the team. Other key practitioners in the sizeable team include Dimitry Afanasiev, who is 'a leading figure’ in the corporate space and advises on restructuring and transactional matters; UK-qualified Robin Wittering, who handles M&A and joint ventures with an international element and also has significant courtroom experience; Dmitry Stepanov, who is actively involved in the legislative improvements to the Russian Civil Code; and Elena Agaeva, who heads the St Petersburg M&A practice and ‘is a safe pair of hands in difficult situations’. Counsel Andrey Mashkovtsev has recently handled high-value domestic M&A transactions and is also experienced in foreign investments and antitrust matters.
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer's team stands out among for its ‘excellent problem-solving abilities, offering innovative solutions and approaching any project with grace backed by exceptional technical skills’. Dmitry Surikov, whose experience covers dispute resolution and cross-border M&A and joint venture deals, is advising the Research and Design Institute for Gas Processing (Nipigas), part of Sibur, on the joint venture between Nipigas, Linde and TechnipFMC concerning the $10bn project development of gas pre-treatment and liquefaction production facilities at the Salmanovky deposit located in the Yamalo-Nenets Autonomous Okrug. Igor Gerber and Fedor Teselkin assisted Sojitz with the acquisition (in consortium with Japanese companies) of a 49% stake in a company that will build and operate a new airport terminal in the city of Khabarovsk. Department head Innokenty Ivanov has experience advising Russian transport sector clients on disposing of their business assets to foreign entities. Senior associate Maria Zaitseva is 'an experienced negotiator’ with ‘superb knowledge of the law’.
Oxana Balayan chairs the Moscow office of Hogan Lovells (CIS), and has recently assisted Mubadala, part of a consortium of Russian and Middle Eastern investors, with indirectly acquiring a minority share valued at $300m in Russian Helicopters from Rostec. The team is active in the life sciences, energy, private equity and fintech sectors. In other highlights, it advised Sberbank on its acquisition of a 25% stake in Russian start-up VisionLabs and is assisting A1 Group with the sale of Formula Kino, to a privately owned investment fund. Also of note is counsel Maria Baeva, who is active in M&A, cross-border joint ventures and private equity deals, and Georgy Kalashnikov, who splits his time between the Moscow and London offices.
Morgan, Lewis & Bockius LLP's ‘outstanding’ department is best known for handling high-value domestic and cross-border transactions and joint venture projects in the media, IT, life sciences and transportation sectors. In one of Russia’s largest e-commerce transactions, the Moscow and London offices collaborated in advising Yandex on the establishment of a $1bn joint venture with Sberbank to form the Yandex.Market e-commerce platform. Department head Roman Dashko advises international and domestic clients on M&A deals, joint ventures and capital markets transactions. Vasilisa Strizh is another key name; she handled Delo Group's acquisition of 30.75% of Global Ports Investments. Jennifer Josefson was a new arrival from King & Spalding LLP in 2019.
Norton Rose Fulbright’s commercial practice is comprised of ‘highly skilled, internationally qualified partners’, who are ‘excellent at handling complex cross-border M&A transactions’ across a diverse range of sectors including energy, financial services, fintech, food and beverage, among others. Key figure and ‘English law expert’ Julian Traill ‘is very experienced in cross-border M&A and joint ventures in the Russian oil and gas sector’. Also of note is Konstantin Konstantinov, who handles joint ventures, project finance and secured financing deals, and Janna Smirnova, who is ‘knowledgeable in all Russian corporate and commercial matters’.
White & Case LLC's ‘outstanding corporate practice’ continues to play a prominent role in standout M&A deals in the TMT sector; in one example, the team advised Telia on the $1bn sale of 19% of its shares in MegaFon to Gazprombank. Other significant highlights include assisting Rostelecom with the acquisition of 75% stakes in Votron and Open Mobile Platform, as well as advising Yapi Kredi, the fourth largest publicly-owned bank in Turkey, on the sale of its Russian subsidiary to Expobank. Andrei Dontsov, Eric Michailov and Nikolay Feoktistov ‘have strong business acumen combined with strategic thinking and strong legal expertise’.
Akin Gump Strauss Hauer & Feld LLP's expertise in handling complex and sophisticated M&A transactions in the oil and gas and aviation space saw the team act for Lukoil in the sale of 25% indirect interest to Renaissance Oil Corporation from Marak Capital, as part of the partnership between Renaissance and Lukoil to develop the Amatitlán Oil Block in Mexico. Vladimir Kouznetsov specialises in deal structuring, cross-border M&A, joint ventures and corporate finance transactions. Managing partner Natalia Baratiants focuses on domestic and international corporate transactions. Svetlana Volevich and Alexander Shalaev are also noted. Ilya Rybalkin and Suren Gortsunyan and their corporate team left the practice to launch Rybalkin, Gortsunyan & Partners.
Allen & Overy Legal Services
Allen & Overy Legal Services has ‘excellent expertise combined with a very client-oriented approach’ and is active in major acquisitions by foreign entities, joint venture projects and investments across a broad range of sectors. Highlights included advising an Irish subsidiary of State Transport Leasing Company, GTLK Europe on the acquisition of CBM Ireland Leasing from the Credit Bank of Moscow. Counsel Bulat Zhambalnimbuev is 'an outstanding expert in M&A and strategic investment legislation’ and delivers ‘solutions’. Anton Konnov heads the practice. Belinda Mancktelow left the firm.
CMS’ team is regularly instructed to advise on the Russian aspects of sizeable cross-border M&A transactions, particularly within the oil and gas, automotive and telecoms space. In recent work, department head Vladimir Zenin and managing partner Jean-Francois Marquaire are advising PSA Group on the Russian arm of the $1.3bn acquisition of Opel/Vauxhall from General Motors. In other in-bound transactions, Zenin assisted Orange with its acquisition of Business & Decision for $62.5m. In foreign investments, energy specialist Natalya Kozyrenko acted alongside London-based Bob Palmer on OMV's acquisition of shares from Uniper in Severneftegazprom and Gazprom YRGM Development for $1.85bn.
Managing partner and M&A, securities and corporate finance specialist Alan Kartashkin at Debevoise & Plimpton LLP advised Uralkali on the proposed delisting of its shares on the Moscow Exchange, and MegaFon on a $1.25bn buyback programme of its ordinary shares and GDRs. Maxim Kuleshov assisted MegaFon with its recently completed transaction with SLV Group to merge the Svyaznoy and Euroset retail chains. Alyona Kucher handled a leading bank's acquisition of several mixed-use multi-functional offices and administrative buildings near the Moscow International Business Centre.
Dechert Russia LLC is frequently instructed by leading domestic banks, sovereign wealth funds and investment groups to handles sizeable acquisitions and joint ventures deals in the energy, mining and oil and gas sectors. Laura Brank chairs the practice, which has recently advised Hyatt International on corporate matters and the negotiation of management contracts for its chain of hotels operating across Russia and the CIS regions. Other key figures include Evgenia Korotkova, who advises domestic and multinational companies on M&A transactions, joint ventures and divestitures.
DLA Piper is able to leverage expertise from its Moscow and St Petersburg offices to handle complex domestic and cross-border M&A, equity investment and venture capital transactions. High-value joint venture projects remain a key strength of the team; examples in this area include Julien Hansen advising the ADG Group on the establishment of a joint venture with South Korea’s CJ CGV, the fifth largest multiplex theatre company in the world. In other work, Igor Antonyan led a cross-border team that recently assisted NovaWind with a joint venture with Lagerwey, a Dutch wind turbine manufacturer, for the launch of the Russian wind energy programme. Leo Batalov, whose expertise includes M&A, securities and venture capital transactions, advised Yandex on the acquisition of FoodFox, a Russian online and mobile food delivery platform. Also of note are Kim Latypov and Steffen Kaufmann, who are dual qualified in the US and Germany, respectively. Denis Sosedkin heads the corporate practice from the St Petersburg office.
KIAP (Korelskiy, Ischuk, Astafiev and Partners, Attorneys at Law)’s team is comprised of ‘practitioners with strong and varied experience in commercial and corporate consultancy’ who ‘go above and beyond to reach the right result for the client’. Led by Anton Samokhvalov, a ‘responsive and meticulous partner, who knows the commercial market very well’, the team handled a number of cross-border deals including advising Zvezda Shipbuilding Complex on the establishment of a joint venture with South Korean partners, and assisting Cambridge University Press with several corporate matters concerning the opening of a representation office in Russia. Ekaterina Pomykalova frequently assists Samokhvalov with its major transactions.
At Latham & Watkins LLP, corporate specialist Alexander Gomonov was a new arrival from Baker & McKenzie - CIS, Limited. Gomonov’s expertise spans the full range of commercial and joint venture deals, with a particular focus in the oil and gas and mining sectors. Olga Ponomarenko is likewise experienced in M&A and financial and corporate transactions. Working alongside colleagues in the Dusseldorf office, the team advised Uniper, a leading German energy company, on divesting its Russian gas operations to Austrian oil and gas company OMV, including its stake in the Yuzhno-Russkoye gas field.
Squire Patton Boggs has strong capabilities in the private equity, financial services, TMT and manufacturing sectors, and recently advised United Credit Systems on its $450m investment into Renaissance Insurance Group. Patrick Brooks and Anton Rogoza are the key practitioners for cross-border M&A transactions, private equity and corporate finance.
Andrey Gorodissky & Partners has ‘an excellent reputation’ in the space. The firm is chaired by founder Alexey Gorodissky, who impresses with his ‘outstanding knowledge of domestic and cross-border M&A transactions' and for 'delivering real value-for-money’. Dmitry Lubomudrov is another key figure; he ‘takes a very efficient and client-focused approach’ to cross-border M&A, project finance transactions and debt-finance projects. The practice is notably active in high-value M&A deals and joint ventures in the real estate and construction and IT investment areas.
Infralex's commercial practice comprises 'a strong team of practitioners who have a solid legal knowledge and a good understanding of the clients’ business’. Managing partner Artem Kukin, who is ‘an excellent commercial lawyer who offers well thought-out solutions to complex matters’, is advising April Estate on its intended acquisition of several companies owning hotels in Moscow. In other work a cross-disciplinary team assisted United Aircraft Corporation of Russia with the reorganisation of the corporation and its five subsidiary companies. Artur Rokhlin, Marina Bilyk and Yulia Eremenko are the key figures.
Ivanyan & Partners is ‘always available to support the client and provide in-depth high-quality legal advice’. Practice head Maria Miroshnikova led the team in advising Gazprombak on its $1bn purchase of a 19% stake in MegaFon from Telia. Elsewhere, Sergei Kushnarenko assisted a leading Russian investment group with the acquisition of a 35% stake in Yuzhnye zemli, a part of AFG National Agro Holding, one of Russia’s largest agricultural groups. The practice counts Otkritie Holding, Mechel and shareholders of Sibur Holding as clients.
King & Spalding LLP ‘successfully combines the excellent network of connections and high standards of an international firm with the experience and understanding the Russian commercial market’. Recent work includes managing partner Sergey Komolov advising GV Gold on various issues related to the European Bank for Reconstruction and Development's equity investment. The team advised Gazpromneft on its acquisition and joint venture with Repsol. Maya Melnikas left the practice for an in-house position. Jennifer Josefson is now with Morgan, Lewis & Bockius LLP.
LECAP Law Firm
The ‘strong and committed’ department at LECAP Law Firm handled a number of corporate restructuring and M&A transactions; examples include assisting a subsidiary with its corporate reorganisation and its simultaneous merger with Leader Invest, and advising Tele 2 on the acquisition of shares from minority shareholders. Key figures include Dmitry Krupyshev, Roman Belenkov, Michael Malinovskiy and Elizaveta Turbina.
Andrey Novakovskiy heads the practice at LP Law Firm, which has been involved in acquisitions and joint ventures and is a firm favourite among Chinese investors looking to enter the Russian market. The firm retains strong capabilities in domestic and cross-border transactions in the TMT sector; examples include advising Mobile TeleSystems on the acquisition of a controlling stake in a major Russian event ticketing platform, and Chinese-based Wangsu Science & Technology on its acquisition of a stake in a cloud storage services provider. The practice is advising Vnukovo International Airport on an ongoing privatisation process by Renaissance Capital. Ruslan Nagaybekov and Vadim Konyushkevich are the other key figures.
Monastyrsky, Zyuba, Stepanov & Partners' corporate practice is headed by Mikhail Motrich, who has been notably active in joint ventures in the real estate, technology, mining and healthcare sectors. Recent highlights include advising Gerald Metals on a joint venture with a domestic mining company with the aim to develop Russia’s largest copper deposits, Mikheevskoye and Tominskoye, and assisting the owners of Forum Properties with a joint venture with 01 Properties. In outbound transactions, Motrich and Alena Shubina are assisting a domestic healthcare investor with establishing a joint venture with a healthcare provider in Spain and Latin America.
Notable highlights for Noerr’s corporate practice include Björn Paulsen and Olga Mokhonko advising Bombardier on the sale of a 26% stake in its St Petersburg's October Car Repair Plant to Transmashholding. The team is also active in in-bound cross-border deals, acquisitions by foreign entities and joint venture structuring between foreign investors and Russian partners. Finance specialist Dr Vladislav Skvortsov, Hannes Lubitzsch and Dr Thomas Mundry are the other names to note.
VEGAS LEX has a strong focus on M&A and joint venture deals in the PPP and infrastructure space, and recently advised Fortum on a joint venture with a major Russian investment fund to build wind farms. Other clients include Russia Post and Sberbank Capital. Alexander Garmaev and Alexandra Vasukhnova are the main practitioners.