Baker Tilly in Russia

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Today our clients face continual legislative changes affecting Russian as well as foreign businesses. Unceasing professional development and close attention to all changes in mean our legal team is able to provide the right answer fast to all our clients’ questions.

We keep our clients informed of all new legal developments applicable to their respective industries. With Baker Tilly Legal Practice taking care of all administrative and legal issues, the client can focus strictly on business objectives.

We offer ideas and solutions that help our clients to avoid unplanned or unwanted consequences for their business as a whole or individual transaction in particular.

Having us as your legal consultants means that you will always be up to date on the latest regulatory trends and developments.

Dmitry Sherstobitov
Partner, Head of Legal Practice

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Tax law
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  • Corporate tax planning, including deal structuring, to minimize tax liabilities;
  • Tax Due Diligence, including as part of standard Due Diligence, and specifically in M&As;
  • Domestic and international tax law advice;
  • Legal review of contracts to identify potential and adverse tax implications; 
  • Legal support for tax refunds and set-offs of overpaid taxes, charges and fines, and recovery of interest from the tax authority;
  • Short-notice tax audits for corporate taxpayers preparing for a field tax audit;
  • Legal services for in-office and field tax audits; 
  • Advice and representation before the tax authorities in audit follow-ups and appealing the tax body's decisions to the superior tax authorities;
  • Representation in tax disputes before courts at all instances;
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Corporate law
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  • M&A;
  • Due Diligence to identify and level corporate and civil risks associated with business operations;
  • Support for reorganization and business and asset restructuring;
  • Legal services to clients throughout investment projects;
  • Contract law: contract drafting with due regard for the Client's interests, review of draft contracts, including potential consequences;
  • Support for corporate governance: corporate paperwork, support for charter capital increase, including public registration of securities issue;
  • Management of general and board of directors meetings;
  • Private international law and import and export;
  • Client representation before the Federal Financial Markets Service, the Federal Anti-monopoly Service, professional registrars when planning, preparing and carrying out equity and stock transactions, registration of stock offerings, and compliance with the requirements of RF corporate law;
  • Legal support for securities issuers and transactions;
  • Corporate conflict resolution and representation of minority or majority shareholders and members of the company;
  • Incorporation, reorganization and liquidation of companies. 
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Dispute resolution
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  • Pre-action settlement, incl. development of recommendations to mitigate the business risks of clients due to a conflict and formalization of negotiated accommodations;
  • Client representation before commercial, general-jurisdiction and arbitration courts;
  • Corporate and personal bankruptcy: full legal services in this context, voidances, holding executives and members of a corporate debtor vicariously liable, and liaison with court appointed receivers; 
  • Collection of accounts receivable with interim relief;
  • Challenging the actions (omissions) and decisions of public authorities;
  • Challenging court rulings before superior authorities;
  • Challenging deals and seeking redress;
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Enforcement proceedings
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  • Client representation in enforcement proceedings; 
  • Challenging actions (omissions) and decisions of bailiff/enforcement officer;
  • Monitoring actions by bailiff/enforcement officer;
  • Involvement in enforcements (seizure, survey, inspection etc.)
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Real property and development
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  • Structuring of real property purchases and sales;
  • Registration of real property titles and transactions;
  • Lease support;
  • Legal support for greenfield and brownfield construction projects;
  • Legal support for contracting (general contractor agreement, construction management agreement, general designer contract etc.);
  • Legal support for minerals exploration and production projects (including under production sharing agreements (PSA));
  • Challenging a cadastral value for the purpose of reducing property tax;
  • Resolution of complex land issues, including land reservation, seizure, privatization and rezoning. Drafting of opinions on land use prospects;
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Antitrust regulation
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  • Involvement in hearings by the Federal Anti-monopoly Service (FAS) of Russia and its regional offices into abuses of market power, cartel agreements, unfair competition and other violations of competition law;
  • Challenging tender awards, including under Federal Laws 44-FZ and 223-FZ;
  • Antitrust audits (both full and document-specific);
  • Competition law advice
  • Legal support for companies investigated by the FAS of Russia
  • Client representation in hearings before the FAS of Russia
  • Representation in litigation against the antitrust authority
  • Legal services in public procurement and regulation of commerce
  • Advice and representation in the context of government business, advertising, commerce etc.
  • Tendering services
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Support for direct foreign investment in Russia
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  • Accreditation/deregistration of establishments and branches of foreign companies;
  • Assistance in choosing a region for investment: comparison study, appeal rating, land title search;
  • Tax exposure minimization under the federal and regional laws in place;
  • Project owner representation in negotiations with representatives of central and local governments;
  • Full legal services at the project implementation stage;
  • Legal support and advocacy for the project owner before regional and federal courts in conflicts with business partners and public authorities.
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Commercial law, including the development of business operational structures
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  • Development and negotiation of basic business contracts, including agency, commission, construction, lease and services contracts, distribution agreements etc;
  • Drafting of contractual documentation (acceptance certificates, extension agreements, contract termination);
  • Development of corporate policies on the management, execution and amendment of contracts and on the management of payables and receivables;
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Employment law
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  • Executive incentive plans;
  • Support for involuntary employment terminations;
  • Drafting all types of corporate employment documents;
  • Pre-action settlement of employment disputes, negotiation with employees;
  • Employer representation before labour inspectorates, courts and the prosecution service;
  • Advice on complex and routine matters of employment and labour law.
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Foreign exchange regulation
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  • Transaction audits to identify risks of non-compliance with foreign exchange regulations;
  • Legal support for completing transaction passports (foreign exchange report forms) and foreign exchange control recording and reporting forms;
  • Legal support in disputes with supervisory authorities;
  • Representation of importers/exporters throughout the contract life;
  • Contesting fines.
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Key Experts

Dmitry Sherstobitov

Partner
Legal services
Profile email

Semyon Dergachev

Director
Tax law
Profile email
Find experts
Business cases
Advising the bank on the assignment of the right of claim under the loan agreement
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Advising the bank on the assignment of the right of claim under the loan agreement

  • Our specialists of the legal Department provided consultations to one of the leading banks of the Republic of Tatarstan.
  • The bank was advised on the assignment of the right of claim under the loan agreement, as well as on the recognition and enforcement of the international commercial arbitration award.
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Verification of the company's activities for compliance with GDPR​
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Verification of the company's activities for compliance with GDPR

  • Advising a global information provider on the implementation of activities on the territory of the Russian Federation.
  • Verification of the company's activities for compliance with GDPR and Russian legislation on personal data.
  • Preparation of a set of documents to ensure compliance by the company with the Russian legislation on personal data protection.
  • Development of a package of additional agreements to license agreements, as well as contracts for software maintenance.
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Assistance in business expansion of an Austrian industrial holding
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Assistance in business expansion of an Austrian industrial holding

An Austrian industrial holding decided to expand its business and approached us with a request for assistance in accrediting its representative office in the territory of the Russian Federation. Our specialists assisted in drawing up by-laws of the representative office and performed expert review of the lease agreement for the premises allocated for its future office. We also helped with developing the mandatory set of HR documents, performed an expert review of corporate and official documents and drafted documents to be signed in Austria. In addition we provided full visa support for future foreign employees of the representative office. As part of the assignment our specialists  also consulted the client on issues related to validating foreign documents for the purposes of submitting them to the accrediting body. 

Upon successful completion of the accrediting process we assisted the representative office with opening its bank account. Currently the company periodically requests our legal support for its activities in the RF territory and plans to open new branches in Nizhny Novgorod and Samara. 

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Increase of authorized capital of a large manufacturing company
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Increase of authorized capital of a large manufacturing company

Within the framework of comprehensive legal support of a project related to the increase of authorized capital of a Russian agricultural products manufacturer, our team performed legal expert review of foundation documents and documents of title with a view to their compliance with newly adopted legislation and legislative requirements for increase of authorized capital by way of additional contributions by shareholders. 

In the process of the legal expert review, our specialists also assisted the company with developing and registering a new version of its Articles of Association compliant with requirements of the current legislation, as well as with preparing and convening a general meeting of shareholders and putting together a complete package of documents required for registration of the increase in authorized capital with tax bodies.  

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Due Diligence of real estate property and land plots
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Due Diligence of real estate property and land plots

Our lawyers performed successful due diligence of five land plots and real estate property objects in various regions of Russia within the framework of their acquisition by the largest construction machinery distributor. In the process of due diligence Baker Tilly Russia lawyers performed a detailed expert review of the company's foundation documents and documents of title, including all documents of title for land plots and real estate property.

 Subsequently, our legal team assisted the company with registration of the new owner's ownership rights with territorial registration bodies by making relevant entries in the Unified State Register of Legal Entities.

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Integrated due diligence for a deposit acquisition transaction
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Integrated due diligence for a deposit acquisition transaction

A large oil company was in the process of purchasing several small regional oil fields. The client was interested in ensuring maximum transparency of the transaction and absence of hidden threats to its business.  

Baker Tilly Russia performed an integrated due diligence analysis in respect of 3.5 years preceding the transaction. The due diligence analysis identified potential tax, legal and ecological risks, which enabled the client to negotiate a significant discount off the asset's purchase price.

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