Insolvency & Bankruptcy. The Russian practice of Berwin Leighton Paisner (BLP)

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1 Insolvency & Bankruptcy The Russian practice of Berwin Leighton Paisner (BLP)

2 International firm with strong Russian roots noted for its abilities on the contentious side of restructuring insolvency. Chambers Europe 2015 about GBLP s Insolvency & Bankruptcy practice

3 During the current economic and financial turmoil, effective legal support in the area of restructuring, insolvency and bankruptcy is vital. The GBLP bankruptcy group has extensive experience in providing appropriate support for company bankruptcy procedures and acting for creditors during troubled debt recovery in various areas of business. This helps our lawyers evaluate correctly the prospects for debt repayment by troubled debtors, select the best option for a client for settling troubled debts and make sure all the client s claims are satisfied as far as possible during debtor bankruptcy procedures. A holistic approach and win-win financial solutions for our clients, tailored to both business objectives and the market situation, are the key principles pursued by our bankruptcy team. Goltsblat BLP is one of the best in the Russian market. The Legal 500 Rustam Kurmaev Partner Т.: rustam.kurmaev@gblplaw.com Elena Trusova Partner Т.: elena.trusova@gblplaw.com Oleg Arkhipov Partner Т.: oleg.arkhipov@gblplaw.com Insolvency & bankruptcy / 01

4 WHY GBLP? We are one of few international law firms in Russia able to offer its clients the full range of legal services on restructuring, insolvency and bankruptcy, including cross-border bankruptcy. Our bankruptcy group has unique experience in supporting clients at any stage: from advising on particular issues to rendering comprehensive legal support for all bankruptcy procedures. Moreover, we provide our clients with professional services of the highest quality, irrespective of their type and scope. Having leading specialists in different branches of Russian law (including tax, real estate, corporate governance, criminal law and proceedings, etc.), we are able to provide overall legal support on all issues arising from both debt enforcement and bankruptcy procedures. Extensive experience in supporting company bankruptcy procedures in different sectors. Wide experience in cooperating with professional court-appointed administrators (insolvency officers) whom we may recommend to our clients for conducting relevant procedures in accordance with the law. We hold a strong position on the Russian market and are able to represent clients throughout Russia: in contrast to many of our competitors, we have a full range of capabilities, resources and experience for acting for our clients before supervisory, law-enforcement and other agencies in virtually all parts of Russia, from Kaliningrad to Sakhalin. Our bankruptcy group is distinguished by its ability to engage specialists in virtually all the main legal systems (English, US, Russian, Chinese, Islamic, German, French and Israeli law) from within a single law firm, this constituting a tremendous advantage for clients whose interests are not confined to the Russian Federation. We have a rather flexible fee policy. It includes hourly rates of our specialists, one-off or monthly remuneration or a success fee. Depending on the scope of the services, we select the most appropriate payment terms. 02 / Insolvency & bankruptcy

5 We hold a strong position on the Russian market and are able to represent clients throughout Russia: from Kaliningrad to Sakhalin. The Dispute Resolution practice of Goltsblat BLP and partners of the practice for several years has been top-ranked / highly recommended by major international legal directories, such as Сhambers & Partners, The Legal 500 EMEA, Best Lawyers and others. Great local and international knowledge. Chambers Europe 2015 One of the go-to firms for litigation. As professionals giving advice they are fantastic! Chambers Europe Our international team of dedicated dispute resolution lawyers provides support at our offices in Moscow, London, as well as at our Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore offices. >180 the international team consists of over 180 lawyers Неcостоятельность и банкротство / 03

6 SERVICES TO CREDITORS Drafting and submitting to a state arbitration court a creditor s bankruptcy petition against the debtor. Preparing and submitting to a state arbitration court a creditor s claim for inclusion on the register of the debtor s creditors. Identifying transactions by the debtor that may be challenged on the grounds stipulated by the applicable legislation, including the Federal Law On Insolvency (Bankruptcy), drafting statements of claim and issuing instructions to court-appointed administrators on the need to challenge transactions. Enforcing secondary liability claims against a debtor s controlling parties (CEO, founders, etc.) SERV TO CRED Taking actions for a secured creditor to retain a pledged asset in bankruptcy proceedings, including preparing and forwarding the relevant application to the receiver. Collecting and compiling data in relation to debtors and their financial standing. Debt enforcement, including drafting and filing statements of claim, court representation and support for enforcement proceedings. 04 / Insolvency & bankruptcy

7 Out-of-court debt repayment, including acting for creditors in negotiations with debtors, preparing and forwarding repayment demands. Pledged property foreclosure, including appraisal of the pledged asset, preparing and filing statements of claim, acting in court and supporting enforcement proceedings. Legal support for assignment of receivables. ICES ITORS Arrangements for a comprehensive troubled debtor appraisal. Analysing and making recommendations on proposals for replacing debtor s assets and the termination compensation issue. Elaborating a bankruptcy action plan depending on the creditor s status and the amount of its claims in relation to the aggregate claims by the debtor s creditors. Criminal prosecution of a debtor s controlling parties (CEO, founders, etc.) and individual debtors, including for fraud, premeditated and fictitious bankruptcy. Other legal services for representing a client as a creditor. Insolvency & bankruptcy / 05

8 SERVICES TO DEBTORS Representing clients in negotiations with creditors, including with respect to debt restructuring. Legal support for debt novation/assignment of receivables. Preventing debt enforcement, including by acting in court and challenging transactions. SERV TO DEB Elaborating bankruptcy prevention plans. Criminal prosecution of a debtor s former controlling parties (former CEOs, founders, etc.). 06 / Insolvency & bankruptcy

9 Analysing the property and financial standing of a debtor to determine a liquidation strategy. Elaborating a liquidation plan, including through bankruptcy procedures. ICES TORS Legal support for voluntary liquidation. Drafting a debtor s bankruptcy petition and submitting it to a state arbitration court. Other legal services for representing a client as a debtor. Insolvency & bankruptcy / 07

10 SERVICES TO DEBTORS/CREDITORS Advising on debt restructuring, liquidation and bankruptcy. Appealing against actions/omissions by insolvency officers in courts, the federal executive supervisory body and/or self-regulating organisations. Legal support for acquisition of debtor accounts payable. Acting for clients in court hearings of debtor bankruptcy cases. Challenging unjustified and/or disputable claims against debtors in courts. SERV TO DEB CRED Preparing and submitting to state arbitration courts applications of friendly creditors/creditors affiliated with the client seeking inclusion on the register of the debtor s creditors. Participating in creditor meetings (creditor committees). Organising and conducting meetings of the debtor s creditors if courtappointed administrators avoid doing so. Legal support for receivership proceedings, including: drafting regulations on the procedure, the timelines and the terms for selling the debtor s assets; drafting and negotiating with the pledge holder regulations on the procedure, the timelines and the terms for selling the debtor s pledged assets; organising sale of the debtor s assets by auction. 08 / Insolvency & bankruptcy

11 Developing an accounts payable acquisition strategy and action plan in order to obtain a majority vote at the creditors meeting. Acting for clients in distressed debt trading. Challenging debt portfolio sales results in court. ICES TORS / ITORS Selecting an insolvency officer on agreement with the client. Legal support for insolvency officers. Legal support for the supervision procedure. Legal support for financial recovery. Legal support for external administration. Challenging debtor property appraisals in court. Amicable settlement drafting, negotiating and signing support. Insolvency & bankruptcy / 09

12 REPRESENTATIVE EXPERIENCE FG Wilson (Caterpillar (NI)) Represented FG Wilson (Caterpillar (NI)) in a dispute worth more than USD 6 m over having the client s claims entered on to the ADD Group creditor claims register under an English law guarantee. OAO OKB Sukhoi and OAO Severstal Provided comprehensive support for the creditors committee of OAO OKB Sukhoi together with OAO Severstal in the ZAO Mezhprombank bankruptcy proceedings. Volkswagen Group Rus Provided comprehensive support to Volkswagen Group Rus in bankruptcy cases of a number of former dealers. Bankruptcy creditors in one such case sought to invalidate pre-bankruptcy client/former dealer transactions to more than RUB 231 m. We succeeded in having the court uphold the legality of these transactions. As a result of the bankruptcy proceedings, our client s claims were partially satisfied. Major foreign bank Successfully represented a big foreign bank, helping the client in having its claims, worth over USD 30 m, included on the creditor claims register of six joint and several debtors based in four Russian regions. The Royal Bank of Scotland Represented the client in several cases related to bankruptcy and restructuring of a number of IT and financial service companies. Major global cosmetics and perfumery manufacturer Provided comprehensive support to a major global cosmetics and perfumery manufacturer in the bankruptcy case of Arbat (a big perfume retailer). We succeeded in having our client s claims, worth over USD 12 m, added to the creditor claims register and were subsequently active in exercising control over the bankruptcy proceedings and receiver s actions. 10 / Insolvency & bankruptcy

13 Major foreign investment fund Successfully assisted a major foreign investment fund in having its claim, worth over RUB 200 m, entered on a debtor s creditor claims register. Alitalia Advised Alitalia and a major global aircraft manufacturer on various debtor bankruptcy matters. Mars, Brunswick Rail Leasing, Aeroplex Provided comprehensive representation services to Mars, Brunswick Rail Leasing Aeroplex in major corporate bankruptcies in which our clients were involved as creditors. Major chocolate manufacturer Represented a major chocolate manufacturer during the bankruptcy proceedings of a debtor (an ice-cream manufacturing plant). Lehman Brothers Treasury Company BV Providing legal support and advice to the Lehman Brothers Treasury Company BV insolvency officer on application of English bankruptcy laws. Energy company Acted for an energy company in contesting an assetsiphoning transaction by a debtor placed under supervision. Tesco Represented Tesco in bankruptcy cases of some of its vendors, counterparties and distributors. Insolvency & bankruptcy / 11

14 MOSCOW RUSTAM KURMAEV Partner, Advocate Т.: ELENA TRUSOVA Partner Т.: OLEG ARKHIPOV Partner Т.: ANTON PANCHENKOV Head of Group NATALIA BELOMESTNOVA Head of Group IVAN VESELOV Head of Group DMITRY KLETOCHKIN Head of Group, Advocate RIMMA MALINSKAYA Head of Group EVGENY ORESHIN Senior Associate OLEG PERMYAKOV Senior Associate, Advocate ANTON GUSEV Senior Associate, Advocate LONDON BERLIN, FRANKFURT BEN JONES Partner, Head of Restructuring & Insolvency THOMAS PRÜM Partner FABIAN HARTWICH Partner 12 / Insolvency & bankruptcy

15 The Russian practice of Berwin Leighton Paisner (BLP) GBLP representative client list* Abbott Laboratories Aker Solutions Alcoa Alfa Laval Potok Alfa-Bank Amgen AstraZeneca Aurubis AG Baker Huges Barclays Bank BASF Brunswick Rail Leasing 20th Century Fox Caterpillar Financial Chelyabinsk Pipe Rolling Plant China Development Bank Chrysler Coca-Cola Covidien Danone Dell Deutsche Bank AG EBRD Efes Estee Lauder Eurocement Group Ferronordic Machines Fleming Family & Partners Freight One GE Energy Geely International Corporation General Motors Guardian Hals Development Immofinanz AG ING Bank Inter RAO Jaguar Land Rover Japan Bank for International Cooperation (JBIC) Johnson & Johnson Kimberly-Clark Komatsu Kronospan Kvaerner Lafarge LG International Corp. 3M Russia Magna International Mail.ru Mars MasterCard Member Association McAfee Merck Metinvest Eurasia Metro Cash&Carry Russia Mitsubishi Electric Mitsubishi Motors Corporation Motion Picture Association of America (MPAA) NALCO / Ecolab Nichia Corporation Nike NIS GLONASS ( Navigation Information Systems) Nissan Russia Nokia Siemens Networks Nord Stream AG North Caucasus Development Corporation Novatek Oriflame Otkritie Bank Panasonic Peugeot Citroen Rus Philips Procter & Gamble Raven Russia RBK Money Reckitt Benckiser Reiffeisenbank Rolf Royal Canin RusHydro RUSNANO Russian Platinum Group Sandoz Sanofi-Aventis Sberbank Scania Schlumberger Scott Fetzer Company Shell Sheremetievo International Airport Sibur Sick AG Skolkovo South Stream Transport B.V SUEK (Siberian Coal Energy Company) Sukhoi Company TESCO Corporation TEVA Tommy Hilfiger Transnefteproduct UBS AG Unicredit Bank Unilever Rus United Grain Company (OZK) United Metallurgical Company (OMK) Universal Pictures Rus Uralkali VimpelCom Volkswagen Group VTB Capital Warner Bros. Entertainment X5 Retail Group * All names are disclosed with the clients permission Key facts about Goltsblat BLP: Goltsblat BLP is the Russian practice of Berwin Leighton Paisner (BLP), an award-winning international law firm headquartered in London and with offices operating in major commercial and financial centres throughout the world - Moscow, Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore. More than 100 Russian, English and US-qualified lawyers permanently based in Moscow, the total number of lawyers in all international offices of BLP being over 800. Over 1300 clients, including: major multinational investors operating in Russia, including 37 Fortune 500 clients, Russian and international banks & financial institutions, and Russian corporates - leaders on the national markets. Transactional support for inbound and outbound investments by Russian and international clients. Highly reputable local team well-known on the market for its excellent local experience of total legal advice for major Russian businesses and international investors gained over 20 years - from complex/multi-jurisdictional projects to day-to-day operational legal support. Goltsblat BLP is consistently ranked highly / recommended by The Legal 500, Chambers & Partners, IFLR1000, Best Lawyers and Vedomosti. Globally, the firm s broad-based expertise reaches across more than 50 legal disciplines and 20 industry sectors. In Moscow, the firm s key practice areas are: Corporate/ M&A Banking & Finance Real Estate & Construction Dispute Resolution Tax & Customs Commercial Compliance Competition & Antitrust Employment, Pensions & Benefits IP Goltsblat BLP is the winner of: Russia Law Firm of the Year Chambers Europe Awards 2015; International Law Firm of the Year (Europe) The Lawyer European Awards 2014; Client Service Law Firm of the Year Chambers Europe Awards for Excellence 2014; International Office of the Year The Legal Business Awards 2010 (Legal 500); Best Client Service Chambers Europe Awards for Excellence 2010; Best Law Firm in Russia ILO Client Choice Awards Goltsblat BLP is shortlisted for: International Law Firm of the Year The Lawyer European Awards 2015 and Legal Business Awards 2015 (Legal 500); Innovation in International Expansion 2011 Financial Times Innovative Lawyer Awards According to ranking by Vedomosti based on Best Lawyers research, Goltsblat BLP is 4th in the top-10 leading international law firms in Russia. According to national ranking by Kommersant.ru Goltsblat BLP was named the 3d largest law firm in Russia in BLP is the winner of, in total, 5 Law Firm of the Year awards and over 30 industry awards in the last few years, including The Most Innovative Client Service Award (Managing Partner Forum (MPF) Awards for Management Excellence 2015), UK Law Firm of the Year 2010 awards by both The Lawyer and Legal Week, Managing Partner of the Year, Real Estate Law Firm of the Year, Best Tax Team in a Law Firm, Planning Team of the Year, PFI/Projects Team of the Year, and Finance Team of the Year and others. European Awards 2014 Winner International Law Firm of the Year Excellent industry knowledge and business acumen. Great local and international knowledge. Chambers Europe 2015

16 MOSCOW Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1 Moscow , Russia Tel.: Fax: LONDON Adelaide House London Bridge, London EC4R 9HA United Kingdom Tel.: +44 (0) Fax: +44 (0)