2 FIRM PROFILE / OUR PEOPLE About us Firm Profile Law Synergy is a rapidly growing law firm founded by professional attorneys to provide legal support to businesses in Russia. We provide comprehensive legal support to our Clients in a variety of areas of business activity. Law Synergy means that top results can be achieved through combination of business and highly professional legal counsel. Synergy (from the Greek syn-ergos, s??e???? meaning working together) is the term used to describe a situation where different entities cooperate advantageously for a final outcome. Simply defined, it means that the whole is greater than the sum of its parts. Synergy is energy and strength that develops when our attorneys assist our Clients. Our business is built on four principles: reliability, dynamic approach, professionalism and confidentiality. We at Law Synergy see conversion of our professional legal knowledge into direct economic benefit to the Client and Client s confidence in their future as our primary goals. Our mission is to provide our Clients with high-level legal support optimizing their business and assisting the development of civilized business in Russia at the same time. We are continuously expanding the range of our services based on our Clients and business needs. Our priorities are quality, reliability, individual approach and a Our People desire to be of direct benefit to our Clients. Our key areas of expertise include: Land, Real Estate and Construction Law Corporate Law, Mergers & Acquisitions Commercial Law Intellectual Property Law Dispute Resolutions Labor Law We value all of our Clients. We are flexible and adaptable in our approach to each Client and our regular Clients enjoy discounts on our services. Our professional and cultural values distinguish us from other Russian law firms: our unwavering commitment to servicing our Clients, excellence, honesty and diversity of legal services. We are striving for long-term and mutually advantageous relationships with each Client. Andrey Savin, Managing Partner Our Team is our competitive edge. Our strength comes from experience of our attorneys, who are not only experienced consultants, but also have extensive experience as in-house lawyers for leading Russian and foreign companies. Such cumulative experience allows our attorneys to make important legal and business decisions without hesitation and be responsible for the outcomes. We are proud of fact that Law Synergy attorneys are the top graduates of leading Russian law universities, they have a great amount of professional practical knowledge and experience, based on the understanding of the legal environment as it relates to the economic and political processes in modern Russia. Our attorneys professional background enables our firm to stay on top of the changing legislation, to understand the authorities point of view and the logic of court decisions. Our attorneys have completed a great variety of large projects in a number of areas of business activity: - comprehensive legal support of real estate development projects at all stages from registration of land titles to final utilization of completed objects and other commercial projects up to $450 million. - corporate governance of holdings and groups of companies (more than 70 legal entities), including foreign companies (Cyprus, BVI, Belize, etc.); - contract workflow management (including development and drafting of standard agreements minimizing risk and optimizing contractual work) for companies with more than employees; - legal support at every phase of large Merger & Acquisition transactions - legal support of project financing in cooperation with first-rate foreign banks. Each of our attorneys has no less that 5 years of practice and a track record of many court victories and successfully completed business projects. Many of our attorneys hold Juris Doctorate degrees, most of them speak English and other foreign languages. Outside of practice, our attorneys are involved in scientific study of law, publish articles in leading Russian law journals and lecture at Russia s higher educational institutions. Our team at Law Synergy can resolve the most difficult of tasks for our Clients in a minimal amount of time and provide the highest level of service by developing innovative practical solutions.
3 Land, Real Estate & Construction One of our key areas of practice is Land, Real Estate & Construction Law. Our associates are experienced with legal support of all types of real estate projects and transactions. We provide legal support of: construction and re-development projects, including residential, commercial and industrial real estate land transactions legal status conversions privatization property purchases, property management, sales and leases zoning changes Law Synergy offers a full range of legal services at all stages of investment projects and comprehensive postcommission legal support. This is also a key area of our practice and this includes legal support of: LEGAL SUPPORT FOR GREENFIELD AND BROWNFIELD LAND ACQUISITION - legal due diligence on land parcels - research into the legal status of the land parcel, analysis of possible ways of acquiring rights to the land, identification and evaluation of potential legal risks associated with the transaction estate project stages. INTERACTION WITH AUTHORITIES - legal support of negotiations in land rights acquisitions, zoning changes (permitted use of land), investment support, etc. - preparation of terms and negotiation of Investment Agreements, Leasing Agreements and other contracts; - preparation and negotiation of laws, rules and regulations for regional and municipal authorities. LEGAL STRUCTURING OF REAL ESTATE PROJECTS - preparation of the legal model for real estate projects, including registration of legal entities in Russia and offshore. LAND RIGHTS ACQUISITION - legal support of acquisitions of greenfield and brownfield sites; - legal support of land parcel creation, registration with State land cadastral registry, dimension changes of land parcels etc.; - drafting, analysis and negotiation of Land Lease Agreements; - determination of grounds for privatization of land parcels, legal support of land privatization; - structuring and legal support of land and real estate transactions; - legal analysis of regional investment climate in the - legal support of land use planning and engineering; Russian Federation; - legal support of rights to real estate registrations and - preparation of the tentative legal structure of real registrations of real estate transactions with the State.
4 Land, Real Estate & Construction ESTABLISHMENT OF AND CHANGES TO LAND ZONING - suport of the Client in disputes with tenants, consumers - land category conversions and preparation of all etc.; required documents; - defense of tenants interests in cases of contract breaches by a landlord or property management (limited - changes to land parcel zoning including parcels within access to premises, inadequate utilities etc.); the Moscow region; - legal support of town planning; - legal support of termination of lease agreements. - legal support of conversions of agricultural land for industrial use. PREPARATION OF PRELIMINARY DESIGN AND PROJECT DOCUMENTATION PROJECT FINANCING CONSTRUCTION PHASE TITLE REGISTRATION DRAFTING & NEGOTIATION of COMMERCIAL PROPERTY LEASE AGREEMENTS LEGAL SUPPORT OF LAND AND REAL ESTATE TRANSACTIONS - drafting and negotiation of real estate sale and purchase agreements and other real estate transactions; - optimization of real estate transactions (minimization of - legal advice on town planning documentation, project Client risk, tax advice etc.); documentation, getting technical specifications for public utilities connection, environmental law consulting; - drafting and negotiation of deeds of trust, mortgage agreements, state registration, recovery proceedings - preparation of solicitation documents for procurement against mortgaged property. of licensed and experienced chief architects and designers (under the terms and conditions beneficial to the Client); We offer a full range of real estate services including: - comprehensive legal support of land and real estate - drafting and negotiation of Contracts for project transactions (due diligence on land parcels and other real planning and design with chief architects/designers; estate, preparation and conduct of land and real estate transactions), including transactions involving foreign - legal support of state (and non-state) review of project companies; documentation and results of engineer survey. - legal support of investment projects involving commercial and industrial real estate; - structuring of financing for real estate projects, - we provide legal solutions to problems with land parcels, including managing relations with banks and their legal including privatization, reservation and legal advice for advisors; use of land parcels for Client s needs; - selection of the most efficient ways of securing project financing (mortgage, securing financing with goods in circulation, bank guarantee, direct debit of monetary funds from an account etc.). - legal advice for getting building/construction permits; - preparation of solicitation documents for procurement to choose a licensed and experienced contractor (under the terms and conditions beneficial to the Client); - drafting and negotiation of Contracts with contractors (under the terms and conditions minimizing Client risk), including FIDIC contracts; - drafting and negotiation of all contracts and agreements during the construction phase assuring maximum efficiency, including contracts with contractors and suppliers, contracts for connection to utility systems, etc; - legal support of commissioning of the built object, analysis of all documents (statements of conformity, documents related to adherence to technical specifications). - legal support during registration of title to real estate with the Unified State Register of Rights to Real Property; - analysis and elimination of grounds for denial (suspension) of title registration at the Unified State Register of Rights to Real Property; - legal support of legitimization of facilities constructed (re-constructed) without proper authorization. - drafting, analysis and negotiation of commercial property lease agreements (preliminary, short-term, long-term) with tenants and landlords; - support of the Client in dealing with brokers; - support of insurance and risk management; - legal support in the field of Environmental Law, sanitary restrictions and waste treatment; - due diligence of privatized state and municipal facilities; - comprehensive legal support of reconstruction of existing facilities and infrastructure; - development of legal models for parties to construction (reconstruction) project (including tax advice in construction of residential real estate), drafting of a full range of agreements (investment contracts, participatory share construction agreements etc.); - defense of title owner s rights and interests, including defense in litigation, employing methods of defense of rights of ownership and other rights to estate: vindication, restitution, defense of owner's rights from violations not involving deprivation of property, recognition of right to real estate.
5 Corporate Our Corporate services span a wide range of issues: OPTIMIZATION OF CORPORATE STRUCTURES FOR COMPANIES AND HOLDINGS - due diligence of the corporate structure; including analysis of rights, preparation and conduct of shareholder (participant) meetings, board meetings; - due diligence on corporate resolutions. - development and adoption of optimal legal and finance - development and implementation of legal structures contractual structures for members of holding protecting rights of companies and their shareholders companies, optimization of holding groups. Optimization from hostile takeover, including preventive measures and of the contractual structures allow the Client to: remedies for return to the status which existed before the * refine taxation; violation of rights; * enhance control of Corporate governance; - development and implementation of legal defense * improve holding capitalization; structures for the Client in intra-corporate conflicts of interest (including defense in courts). * prepare holding for IPO in Russian and foreign stock markets. SECURITIES - legal support of stock issues, including representation of MERGER & ACQUISITION (M&A) TRANSACTIONS issuers, drafting data reports for the issuer, recovery and - we offer a full range of services in preparation and maintenance of shareholder registry. conduct of M&A projects at their every phase: participation negotiations at initial stages of the project; due diligence; structuring of transactions; comprehensive legal support in transactions from initial analysis to - legal support of antitrust & competition ANTIMONOPOLY / COMPETITION LAW issues; management rights transfer to the buyer. INCORPORATION AND REORGANIZATION OF LEGAL ENTITIES, LEGAL SUPPORT OF DAILY OPERATIONS - advice on formation and reorganization of legal entities, including subsidiary companies of foreign corporations, foundation of foreign company offices and subsidiaries in Russia; draft and analysis of organization s statutory documents; representation of Client interests with registering authorities; - legal support of corporate governing body activity, CORPORATE DISPUTES RESOLUTION - legal support at all stages of obtaining/forwarding the obligatory approval/notification of antitrust authority during control of economic concentration; - development of the legal position and representation of sector leaders in their disputes with antitrust authorities; - regular compliance and clearance filings with the antimonopoly authorities in relation to acquisitions. Within the scope of aforesaid expertise areas we provide legal services in areas of Client s daily operations and comprehensive legal support of large projects.
6 Commercial Law Stability of the enterprise requires proper legal support - analysis of possible options for contract termination of business activities. (possibility of unilateral refusal to complete the obligation, termination of the contract upon request from one of the parties etc.), analysis of legal outcomes arising Law Synergy offers a full range of services in this area: out of contract termination; - contract workflow management at Client s company - development of recommendations for most effective (including drafting of standard contracts minimizing risks enforcement procedures in contracts, drafting and to the Client, development of local normative acts for negotiation of necessary agreements; optimization of contractual work); - development and application of efficient legal defense of - drafting, analysis and negotiation of a full range of parties to contract in and out of court in case of a contract commercial contracts, including contracts in foreign breach; languages; - analysis and minimization of commercial risks; - Client representation in contract negotiations; - legal support of investment projects, including - drafting of local normative acts to regulate the process acceptance and carrying out of concession agreements, of contractor engagement (including public tenders and production sharing agreements, business activity in other public procedures); special economic zones; - legal support of PPP projects; - legal support of innovative activities; - legal support of project and business financing, - legal analysis of agreements previously entered into, including so called «Olympic projects»; development of recommendations for handling possible - organization and conduct of public tenders and other risks and development of proposals for minimization of public procedures; such risks for the Client; - legal support and representation of the Client at public - legal advice on Client s dealing with the state and tenders, including public tenders for federal or municipal municipal authorities in case of state s exercise of control; needs, public tenders conducted by state companies, - advice on customs treatments, customs tariffs and etc. goods classification; - negotiation of contracts, including state contracts - development of legal reports on various commercial law received through winning bids; matters (confidentiality, using a digital signature etc.); - drafting of support documents for contracts and - advice on various issues of customs and exchange contract amendment (acceptance certificates, alteration regulations. of contract, contract termination);
7 Intellectual Property Law We provide the following services to Clients who are interested in protection of rights to the results of intellectual activity and to means of individualization in Russia: DRAFTING AND NEGOTIATION OF CONTRACTS - Contracts for Fulfillment of Scientific-Research Work and Experimental-Construction Design and Technological Work; - Franchising Agreements; - Agreements of Alienation of Exclusive Rights to the Results of Intellectual Activity and to Means of Individualization; - Agreements of Granting and Use of Results of Intellectual Activity and Means of Individualization (License Agreements); - Consulting on various issues of copyright law, including creation of derivative work, audio-visual work, legal support for administration of responsibility; - Legal defense of rights of producers of phonograms, performance, database creators, publishers, etc. - Legal consulting on exclusive rights to inventions, utility models, industrial designs, support in state registration and management of patent rights; - Legal support of acquisition of patents for inventions, utility models, industrial designs; - Legal consulting on rights to integrated circuit layouts. - Legal assistance on various issues in manufacturing secrets (know-how), alienation of exclusive rights to manufacturing secrets, conclusion of license agreements; - Legal support of prosecuting violations of exclusive rights to manufacturing secrets; - Legal defense of company names and trademarks; - Publishing License Agreements; Legal assessment of trademark s eligibility for state - Commissioning Contracts, other contracts and other registration, analysis of potential risks; agreements concerning copyright; - Research into Trademark uniqueness; - Agreements of joint rights; - State registration of trademarks in the State Register of - Agreements of exclusive rights to inventions, utility Trademarks and Service Marks. models, industrial designs; - Agreements of rights to the integrated circuit layouts; - Confidentiality Agreements; - other contracts and agreements. LEGAL SUPPORT OF PROTECTED RIGHTS TO THE RESULTS OF INTELLECTUAL ACTIVITY AND TO MEANS OF INDIVIDUALIZATION - LEGAL CONSULTING ON MANAGEMENT OF EXCLUSIVE RIGHTS TO THE TRADEMARKS. - Consulting on various issues related to exclusive rights to names of origins of goods locations, including state registration of names of origins of goods locations as well as granting of exclusive rights to the names of origins of goods locations. - Legal support of exclusive rights to the commercial designations. - Comprehensive legal support in drafting, negotiation, - Representation and advocacy in litigations pertaining to conclusion and implementation of franchising rights to results of intellectual activity and to means of agreements; individualization, including disputes on divulging of - Legal support of granting of rights to results of commercial secrets and disputes on confidentiality intellectual activity and to means of individualization; breaches.
8 Dispute Resolution WE PROVIDE COMPLEX LEGAL SUPPORT AND DEFEND OUR CLIENTS IN COURTS IN ALL AREAS OF BUSINESS DISPUTES: - insolvency/bankruptcy we represent creditors in adversary proceedings and other insolvency litigation as well as debtors, creditors and financial institutions in liquidations and organizations; - legal support of cases of recognition and execution of - disputes related to investment projects and real estate; foreign courts decisions in Russian Federation. - banking and finance litigation - we provide legal advice - intellectual property litigation we represent Clients in and litigation services on behalf of banks and/or enforcement or defense of actions involving infringement involving finance law and matters such as private and of trade secrets and other confidential information, patent retail banking disputes, syndicated loan agreements, and trademark litigation including domain name disputes. asset finance disputes, trade finance disputes, fraud and asset tracing, letters of credit, commodity claims, bankcustomer disputes, and recovery strategies; We offer a comprehensive list of services in dispute resolution, including: - construction litigation- we represent developers, - development of dispute resolution strategy, allowing for principals, contractors, major subcontractors, defense of Client s interests in the most efficient way; engineering and architectural consultants, and banks; - drafting of all necessary documents; - disputes related to the real estate property (definition of legal status of the real property, conduct of real estate - preparation of basis of proof; transactions, land parcel disputes etc.); - disputes related to privatization of state and municipal facilities; - disputes related to public tenders for federal or municipal needs; - commercial litigation- we help to resolve disputes between business entities arising out of breaches of commercial contracts (including debt collection, orders of performance, termination and alteration of contracts, rescission of contract and enforcement of consequences of invalidity etc.); - internal company disputes and shareholder disputes; - legal support of challenging the regulatory legal acts and non-normative legal acts, resolutions and activity (inactivity) of federal authorities, local authorities, other authorities and public officials; - legal support of establishment of facts having legal value, including facts of possession and use of real estate property; - defense of Client s interests in prohibitory injunctions (arrest of cash assets and other funds etc.); - representation of the Client in arbitrage courts at all levels, including Supreme Arbitration Court of Russian Federation; - representation and defense of the Client at International Commercial Arbitration Court; - representation and defense of the Client at court of referees (permanent and tentative); - legal support of judgment enforcement, including interaction with bailiffs until finalization of enforcement (receipt of monetary funds by Client s bank); - administrative/public law and regulatory disputes - we represent private companies and non-government organizations in regulatory disputes involving administrative and public law matters, including regulations on building, planning and zoning; foreign trade; environment and public-private partnerships).
9 Labor Law Our team deals with a wide range of labor law matters including: directors members and top executives; - development and drafting of a full range of local - legal support of matters of labor law, including job- normative acts; placement of foreigners; - labor litigation, representation in courts; - development and drafting of employment contracts, executive termination agreements. - alternative dispute resolution mechanisms for resolving employee grievances and legal claims, mediation - legal support of hiring and dismissal of employees, services. including staff reduction and relocation of personnel; - due diligence reviews of labor law liabilities in corporate acquisitions. - development and drafting of contracts with board of
10 Our business is built on four principles: reliability, dynamic approach, professionalism and confidentiality. Law Synergy 4-th Floor of Business centre «Citydel», 9 Zemlyanoy Val, Moscow, Russia, Tel.: +7 (495) Fax: +7 (495)
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Due Diligence Process Steps involved in legal due diligence Issues Introduction to Due Diligence Description Due diligence is a process of thorough and objective examination that is undertaken before corporate
DUE DILIGENCE DATA ROOM CHECKLIST The following pages contain a detailed due diligence checklist that has been compiled from many years of M&A projects. While this is one of the most extensive and comprehensive
PROPOSAL FORM FOR DIRECTORS AND OFFICERS LIABILITY INSURANCE NOTICE: PLEASE READ CAREFULLY. THIS IS A PROPOSAL FOR A CLAIMS-MADE AND REPORTED POLICY. THE POLICY FOR WHICH THIS PROPOSAL IS MADE IS LIMITED
MY BENESCH MY TEAM INSURANCE PROTECTION Every Step of the Way Benesch s Insurance Group provides insurancerelated representation from beginning to end. We understand that insurance is a corporate asset,
NAMWOLF Law Firm Membership Application The National Association of Minority & Women Owned Law Firm s (NAMWOLF s) goal is to have a blend of minority and women owned law firms, dispersed across the United
LAW OF THE REPUBLIC OF KAZAKHSTAN ON LIMITED LIABILITY PARTNERSHIPS AND ADDITIONAL LIABILITY PARTNERSHIPS OF APRIL 22, 1998 N 220-1 (with amendments and additions as of August 7, 2007) CHAPTER I. GENERAL
TABLE OF CONTENTS Foreword The Unidroit Governing Council Members of the Study Goup Executive Summary INTRODUCTION v xix xxi xxiii xxix CHAPTER 1 FUNDAMENTAL CONCEPTS AND ELEMENTS 1 A. Master Franchise