In order to make it easier for our customers to determine the range of services we provide and also to have a realistic expectation on pricing, we offer some of our ‘cases’ – those are real life client stories, highlighting what we were able to do for them.
Business field (client): Securities market, investment Company.
Background information: Several independent legal entities from different jurisdictions, licensed to perform transactions on the securities markets
Task: To create of a fund’s model (collective investments structure), which allows the entities to operate freely in the international securities markets, aiming at positioning the funds at a recognized trading ground.
The cost of services: 350 000 rubles.
Duration: 3 months.
- Designed a model of the group of companies, including: functional and legal relationship with the existing companies, recommendations on the organization of the ownership structure, taking into account the position of the prposed fund within the group.
- Analyzed tax liabilities of the companies involved, taking into account the nature of the company’s activities, considering current legal regulation in this sphere.
- Designed a fund’s model in a recognized jurisdiction: defined the fund type, organized interrelated/servicing companies, analyzed the conditions for imbedding external service providers, balanced responsibilities among the companies within the group, and listed the registration / administrative proceedings in the jurisdiction of the fund
- Drafted the texts of fund’s documents (investment memorandum, charter documents, agreements with external providers — prime broker, administrator, depository, bank).
- Agreement on the terms of service with external providers, drafted the relevant contracts.
Final outcome: Developed a collective investment structure’s model, which assembles companies from different jurisdictions, approved by the local regulatory authorities, and using the services of local/ foreign companies for a full cycle of activity.
Business field (client): Manufacturer of household appliances.
Background information: Several legal entities, which are involved in producing, importing and selling goods in the Russian Federation. These goods are ordered from foreign manufacturers and are produced under the entities’ brands.
Objective: Optimize the model of legal relations between the entities, taking into account tax liabilities in different countries and systematize the companies’ ownership structure.
The cost of services: 190 000 rubles.
Duration: 2 weeks.
- Development of the opportunities on improvement of cooperation between the business conducting companies, as well as a new ownership system of said companies.
- For the Russian legal entities: Performed tax analysis of specialities of implementation of a simplified and a general tax systems, analysed the taxation for VAT (sale of goods) and the taxation of royalties.
- For foreign legal entities: Descpibed the legal regulation in the jurisdiction for the purposes of described operations (taking into account the taxation, local infrastructure, corporate governance and ownership), produced a tax analysis of the client’s activities in accordance to foreign law and produced recommendations for improvement.
- Produced recommendations on the applicable contracts, described the consequences of subordination to another legislation, drafted amendments to the text, taking into account tax and corporate optimization.
Final outcome:Optimized the business processes between the business conducting companies, organized a more secure system of ownership and management of the company.
Business field (client): IT components, IT services.
Background information: Existing business is being held through through several Russian companies, owned by Russian individuals.
Objective: To optimize the current business ownership system, taking into account the protection of assets.
The cost of services: 220 000 rubles.
Duration: 2 weeks.
- Due Diligence performed on the current ownership system and business management.
- Created recommendations on changing the ownership structure, described the procedure of acquisition of shares by an overseas investor (the procedure for corporate and foreign law).
- Described the legal regulation in the jurisdiction of proposed holding company, focusing on taxation of passive income and the opportunities, presented by corporate law.
- Recommended security measures, such as modification of the legal entities’ hierarchy, incorporation of new investor into the ownership structure, implementation of foreign law institutions for the purposes of ownership and management accountability.
- Drafted an implementation plan of the above recommendations, divided in stages.
Final outcome: Developed an individual ownership system, taking into account the owner’s wishes, and basing the said system on protecting the owner’s assets and optimizing the taxes payable.
Business field (client): Retail, supermarket chain
Background information: Supermarket chain, located in Russia, with ownership and control systems already in place, which seeks additional external financing
Task: Develop an ownership system, which will take place, once external financing is found, securing it with shares in the business. Prepare a shareholders’ agreement, taking into account the rights and duties of the existing owners.
The cost of services: 150 000 rubles.
Duration: 1 month.
- Performed due diligence procedures on the current structure of business ownership.
- Developed a distribution of rights model for all shareholders, in accordance with their individual arrangements. The purpose of such model is to lay out the allocation of rights and responsibilities and to highlight the shareholder’s participation in business management.
- The above mentioned model includes the requirements of an embedded creditor and provides a protection mechanism for the shareholders, in case of a dispute with the creditor.
- Drafted a shareholders’ agreement, following the requirements of foreign law.
Final outcome:The client’s company is fully prepared for external creditors to step in. Development of a comprehensive shareholders’ agreement draft, including both the personal arrangements made by the business owners and the special provisions for future external creditors.