Complex Projects. Restructuring. Reorganization

In today’s Russia, business administration goes hand in hand with a plethora of administrative, tax and civil problems which have to be resolved without delay and as a single set. And since corporate law is constantly evolving, few people can tackle these problems on their own. Sometimes even companies with qualified lawyers on their staff have to face challenges whose settlement calls for special expertise or experience. We have first-rate experts specializing in different areas of the law who can offer integrated solutions to your problems.

FBK’s experts have provided consulting support to many of Russia’s large holding companies undergoing reorganization, including:

>  modeling corporate structure

>  developing step-by-step reorganization plans, including a description of all necessary procedures required by civil and tax legislation, accounting legislation for every legal entity (group of homogenous legal entities) of the holding, with a description of all possible problems and their possible solutions

>  determining optimal value for authorized stock and floating assets of the created companies

>  determining the optimal form of payment for authorized stock and the transfer of property for the created legal entities

>  analyzing existing and planned systems of ownership for real-estate objects and/or other existing assets in terms of retaining a proprietary right to them; an opportunity to use them as a pledge, etc.

>  optimizing the system of ownership for existing assets, both for the parent company and for created legal entities in order to minimize the opportunity for imposing a levy for the execution of assets, etc.

The world’s largest gas company

>  Working out a concept and step-by-step procedure for reorganizing the holding

>  Advising on the reorganization of the holding’s subsidiaries

>  Working out a scheme and a step-by-step plan for incorporating a hydrocarbon processing subsidiary

>  Legally and economically substantiating the incorporation of a gas transport company in low and medium pressure networks

>  Developing options for transferring the shareholdings of subsidiaries operating in certain areas from the holding and other shareholders, including the Russian government, to the charter capital of a newly incorporated sole managing company

>  Developing options for transferring assets between subsidiaries under reorganization of the holding’s business area and establishing an independent responsibility center

A large oil company

>  Preparing an expert opinion on alternatives for defending subsidiaries’ interests in the event of a hostile takeover (shark repellents)

One of the oldest companies in the nuclear industry

>  Our experts resolved problems within the privatization (corporatization) procedure relating to property not subject to privatization (state reserve, civil defence property), the radioactive contamination of land plots, and matters related to employee transfer and executive assignment

A large holding company in the food industry

>  Advising on tax issues arising from the reorganization of the group, which holds both Russian and foreign companies, including international tax planning and the selection of optimal jurisdictions for incorporating companies to receive dividends, interest and royalties

>  Advising on customs legislation, in particular, tax duty charges when the owner of the equipment imported as a contribution to charter capital changed

A food production holding

>  Developing reorganization models with allowance for the holding’s business specifics and main trends in the structural and functional reorganization of the system

>  Our experts determined problem areas, prepared reorganization scenarios and analyzed major risks to mitigate their negative effect on the reorganization process

>  Studying the current corporate structure with a view to defending the shareholders’ rights and interests

>  Developing a corporate structure optimization model with allowance for the holding’s target not to lose control over its companies and a possibility of using the holding’s structure for revenue repatriation

The largest passengers and cargo carrier in Russia

>  Determining a new corporate structure and a list of business units to be detached as new legal entities

>  Determining a legal entity form (detachment/incorporation)

>  Determining the optimal size of charter capital and current assets for newly incorporated companies

>  Determining the optimal model for charter capital payment and property transfer to newly incorporated legal entities

>  Analyzing the current and planned systems of immovable property and/or other material assets ownership in view of retaining titles hereto and the possibility to use them as a pledge etc.

>  Providing recommendations for improving the major asset ownership system for both the joint stock company and newly incorporated legal entities for minimizing the risk of claims to assets etc.

>  Preparing a step-by-step reorganization plan, including the description of all necessary procedures provided for by civil, tax and accounting legislation applicable to every legal entity being detached (group of similar legal entities) and the description of possible problems and solutions hereto

A foreign representative office in Russia (the world’s leader in the glass industry)

>  Analyzing the group’s corporate structure and relations within the group and with external counterparties to reveal current and future risks and elaborate a risk minimization scheme during reorganization in the form of consolidation

>  Working out a step-by-step plan of corporate actions

A leading bank in consumer lending

>  Working out options for setting up a network of credit and cash offices in Russia

>  Developing a scheme for investing and repaying investments to foreign founders

Large Development Company

>  FBK elaborated and described possible options for the participation of a development company in investment projects involved in the construction, reconstruction and repair of the capital construction projects in the city of Moscow (a number of options applied in practice), including:

•      >  economic links determining the implementation of the participation option
  
•      >  financial flows accompanying the implementation of the participation option consistent with the above-mentioned economic links
  
•      >  pros and cons of the participation option, as well as potential legal risks concerning certain options
  

>  FBK also described in detail the tax effects of the company’s participation options in the projects mentioned above, including a description of the risks and tax procedures