Projects

M&A SUPPORT
KIAP represented Philipp Ilyin-Adaev, founder of Banki.ru – the largest information and analytical financial web-resource and financial supermarket on the Russian segment of the Internet. The scope of KIAP’s work included: cooperation with the buyer’s lawyers on structuring the transaction; working on the transaction documents to ensure that the most favorable terms for the share sale wer...
KIAP corporate practice team represented Kirill Larin, founder and CEO of Ecredit.one – an innovative web-platform that provides a one-stop shop for finding a loan and insurance proposals for car owners. Our team worked on: documentation for acquiring the 25% share; corporate documentation regarding the further development of the company to ensure the founder’s effective tenure as CEO a...
Consulting in the field of antimonopoly legislation
The client intended to buy at an auction a group of companies, one of the leaders in the market for equipment, vehicles and special equipment leasing. Since such a transaction required approval from the Russian Federal Antimonopoly Service, KIAP was tasked with preparing and submitting a petition as soon as possible in order to obtain a decision from the regulator before the auction. ...
The main channel for the sale of the Company's products is the dealer and distribution network ending with the final link: so-called "partners". Taking into account the complex technical nature of the products and the lengthy pre-sales process, the Company is interested in the high competence of their partners. To control it, a special affiliate program establishing requirements for potential ...
Consulting in the field of commercial law
Our client used a supply agreement to formalize contractual relations with their counterparties in Russia for almost 10 years. This contract was not brought into line with changing legislation and new trends in judicial practice. In addition, the agreement caused certain difficulties for Russian management since most of its provisions were borrowed from a similar agreement applied by the paren...
 165 22 March 2024 Commercial Practice Julia Paushkina
The company rented a warehouse to use it for storage and other logistics services for their customers. The storage agreements should have ended two months before the end of the warehouse lease because the Company, as a lessee, was required to return the warehouse in its original condition, and repairs take at least two months. If the Company does not return the warehouse in the agreed conditio...
 172 22 March 2024 Commercial Practice Julia Paushkina
Consulting in the field of labour law
In the course of fulfilling the obligation to increase the level of real wages, the employer had questions about whether indexation could consist of paying a bonus without increasing wages or vary from case to case based on various KPIs of employees, and how best to evaluate indicators for the purposes of proper implementation of indexation legislation.     ...
 155 22 March 2024 Employment Julia Paushkina
As a result of the acquisition of a Russian IT company, the international corporation had a need to unify commission programs for managers involved in business development. To check the compliance of the commission scheme developed at the level of the parent company with the imperatives of Russian law, the client contacted KIAP.      Based on the res...
 149 22 March 2024 Employment Julia Paushkina
INCLUSION OF CLAIMS IN THE REGISTER OF CREDITORS’ CLAIMS
As revealed in the analysis of the bankrupt company’s bank statements, the former CEO and sole member had, in the pre-bankruptcy period, issued loans in his favor in the amount of approximately RUB 50 million. At the same time, the borrower also found himself in bankruptcy proceedings. KIAP was tasked to litigate on 2 independent disputes related to inclusion in the register of cla...
As part of the bankruptcy case, a creditor’s application was handled that concerned inclusion in the register of creditors’ claims of the amount of more than RUB 60 million received by the debtor under a loan agreement. Despite the fact that KIAP associates who acted for the competing creditor consistently insisted on the applicant’s affiliation with the debtor and the lack of evidence pr...
BUSINESS STRUCTURING AND RESTRUCTURING
The client was an international group of companies providing engineering, procurement and construction services to various industry sectors. During the first stage, the client decided to change the ownership and management structure of its Russian subsidiaries. KIAP’s corporate team developed and conducted legal analysis of the implications of various options for such restructuring, taking...
The group of companies was fragmented and comprised more than 100 legal entities. The ultimate beneficiaries decided to formalize their control over the group, inter alia, for the purposes of improving asset protection and business manageability. At the same time, one of the beneficiaries decided to withdraw from the group. KIAP corporate team developed options of transition from the curr...
Disputes with antimonopoly authorities
KIAP employees represented the interests of the Company during the consideration of administrative proceedings initiated in connection with suspected violation of antimonopoly legislation expressed in the establishment of a monopolistically high price for bleached kraft pulp from softwood. Accompanying the project from the very beginning of claims from the Russian FAS, during meetin...
Russian FAS initiated a case against the airport infrastructure operator, the head of the region, the regional government and several regional ministries for violation of Articles 15 and 16 of the Law on the Protection of Competition. The subject of the investigation by the antimonopoly service was the circumstances of the implementation of the investment project for the construction of the ai...
Support
The client contacted KIAP with a request to develop and conduct a business game for the Company’s employees to teach the basics of antimonopoly, trade, advertising legislation and its application in the Company’s activities. KIAP was tasked with developing a thematic business game for more than 50 client employees, including top management The goal of the game was to develop skills ...
The company's existing compliance system was based on documents developed at the level of a holding company registered in the European Union. Since the business processes of the Russian and European offices, as well as the requirements and recommendations of the authorized bodies to the compliance system presented in different jurisdictions and have some differences, the client applied to KIAP...
Labour disputes
One of the client's top managers was dismissed due to staff cuts. The dismissal was preceded by several incentive payments based on performance results. The amount received by the employee was significantly smaller than they expected. Having disagreed with the dismissal and non-payment of the bonus in the maximum possible amount, the employee applied to the court. The court ...
 163 22 March 2024 Employment Julia Paushkina
The employer had a strained relationship with one of the employees, who was repeatedly subjected to disciplinary penalties and appealed to the court for challenging each order, delayed the terms of bringing to disciplinary liability by receiving sick leaves for several months, subsequent vacation, etc. During one of the periods when the employee was not released from work, t...
 159 22 March 2024 Employment Julia Paushkina
CHALLENGING OF TRANSACTIONS
As transpired in examination of a bankruptcy case, the debtor’s spouse had sold land plots with the total area of more than 200,000 square meters and worth at least RUB 270 million. Furthermore, the money was actually transferred neither to the debtor’s wife nor to the debtor himself. The person affiliated with the debtor had acted as the buyer. The complication in the dispute was ...
16 July 2024 Bankruptcy Ilya Ischuk, Daniil Zherdev, Anna Andreyeva
A Principal, who acquired an IT company, received a request from the bankruptcy trustee of the former parent company undergoing bankruptcy to disclose information on the transactions entered into during the suspect period. Should the transactions be recognized invalid, more than RUB 500 million could have been recovered from the company. The task for KIAP was to analyze the company...
16 July 2024 Bankruptcy Ilya Ischuk, Daniil Zherdev, Anna Andreyeva
CORPORATE FINANCE AND SECURITIES
Client’s business, which specializes in retail lending, was not oriented towards commercial lending. As a result, KIAP was required to prepare draft financial documentation for target lending, in particular: • loan agreement; • share pledge agreement; • surety agreement; • an agreement on assignment of receivables under the loan, KIAP was also required to provide ongoin...
 337 8 February 2023 Corporate and M&A Roman Suslov
KIAP team conducted due diligence on the documentation of the loan issued to the Russian warehouse complex and checked the validity of the surety in the form of the pledge of real estate (warehouses and land plots), pledge of shares in LLC and guarantee. Based on the information acquired in the course of due diligence, a debt settlement strategy was developed to address the risk of the borrow...
KIAP team has experience of comprehensive support in securitization deals initiated by VTB Group, in particular: accompanying of securitization of residential mortgage loan portfolio in the total amount of RUB 46 billion secured by AHML guarante accompanying of securitization of residential mortgage loan portfolio in the total amount exceeding RUB 28 billi...
 284 8 February 2023 Corporate and M&A Roman Suslov
VICARIOUS LIABILITY
As part of the bankruptcy case of a major construction company, the debtor’s controlling entities were held vicariously liable for the company’s obligations. However, while the application for bringing the debtor’s controlling entities to vicarious liability was being considered, the courts in concurrent disputes satisfied the applications of new creditors for inclusion in the register, thereb...
16 July 2024 Bankruptcy Daniil Zherdev, Anna Andreyeva
In a bankruptcy case of a major tour operator, the Firm’s experts managed to prove presence of grounds to hold the former CEO liable for the company’s debts - the CEO did not hand over any documents on the company’s activities to the bankruptcy trustee, which prevented the bankruptcy estate from being formed in time and in full. During the case examination, the Firm’s associates managed...
16 July 2024 Bankruptcy Ilya Ischuk
CORPORATE CONSULTING AND CORPORATE GOVERNANCE
For several years, our team has been successfully supporting the client in corporate consulting and development of relationships with business partners. In particular, our experts take part in structuring the management systems of various joint ventures, incentive programs for the management of such companies, and developing option agreements with employees.  In this regard, on...
For several years, KIAP was the exclusive legal adviser to an international air carrier in Russia. There were no internal lawyers in the client's Russian offices. Ongoing external consulting allowed the client to concentrate on expanding its business in Russia and leave the legal matters to KIAP. Our specialists were involved in numerous projects, including the following: ad...
A group of software development companies faced the need to "relocate" an incentive plan from the international to the Russian level. One of KIAP’s key goals was to provide the client with the most efficient legal form of such plan. It had to take into account the parameters of previous option agreements already familiar to the client, the complex system of corporate and contractual relationsh...
 119 25 April 2024 Corporate and M&A
CORPORATE DISPUTES
A corporate conflict between beneficiaries at the holding company level unfolded in an international precious metals mining group. During the conflict, the Russian companies of the group received conflicting demands regarding the convening of meetings of members and shareholders. The team represented the client in a case challenging adoption of amendments to the charter of one of the gro...
KIAP corporate team represented an investment holding company managing a number of enterprises in the CIS region in a corporate conflict with a minority shareholder of one of the joint ventures. KIAP lawyers faced the task of protecting the client's interests during the corporate conflict, which arose due to irresolvable contradictions in the shareholders' vision of the future activitie...
 127 25 April 2024 Corporate and M&A