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Chernovol Law Office

LEGAL SUPPORT FOR INVESTMENT PROJECTS AND TAX CONSULTANCY

One of the chief services offered by Chernovol Law Office is the establishment of a package of measures to aid the implementation by foreign and Russian investors of investment projects in the Russian Federation. The ideology behind this service as offered by our Law Office is based on the marked tendency of the Russian economy towards intensive integration into general transnational and global economic processes, evinced by a growing eagerness on the part of European countries to open representations in Russia, and by increasing direct investment in our country.

In the majority of cases investment projects seek to gain investors the legal rights to property packages (enterprises, land plots, buildings and other realty sites, equipment, infrastructures etc.) or to stock portfolios containing shares in joint-stock or limited liability companies, which in turn provide liquid assets.

Our experience in supporting such projects bears witness to the fact that very often the laws governing those assets which are attractive to investors now were introduced in the early and mid nineties by people who did not always consider the necessity of observing the standard legal practice of the time. As a result, when conducting Chernovol Law Office on due diligence in the interest of potential investors, part of the process involves uncovering any circumstances which might support the declaration of any transactions, including the privatization of an organisation, invalid. The discovery of such circumstances can not only seriously affect both the right course of action to complete a deal and guarantee the protection of the interests of the buyer/investor, but also grant the investor objective arguments for negotiations, allowing them to insist on a reduction in the price of the planned transaction. It is not unusual for specialists of Law Office to uncover, as a result of due diligence procedures, information which allows the potential investor to decide in good time the expediency of completing transactions in the light of uncovered circumstances or burdens on the investment previously hidden by the sellers of the investment.

Acting in the interest of our clients, our Law Office offers the following services to support investment projects:

  • Carrying out of due diligence procedures, including preparation of a written report (a comprehensive investigation of all aspects of the investment for the entire period of its existence since its establishment (registration), with the aim of uncovering both any potential risk of losing assets after the completion of transactions, and any hidden debts or other obligations).
  • Consultation on and structuring of the optimum course of transactions for the logical realisation of each project, taking into consideration the future tax obligations for investors.
  • Establishment of any Russian or foreign - including off-shore – companies necessary to the realisation of the project.
  • Support for all transactions involving equity or property packages, including the fulfillment of all essential formalities with regard to the organs controlling registration of businesses and registration of rights of ownership of real estate.
  • Preparation of all contracts necessary for investors and representation of investors’ interests in contract negotiations
  • On-going legal support for the activities of acquired enterprises.

When structuring investment projects and planning the on-going activities of Russian companies or representations of foreign companies doing business in Russia, it is important to consider the future tax obligations attendant on any financial transactions entered into. For this reason Chernovol Law Office operates a policy of elucidating in advance all possible claims from taxation bodies that may result from paper or on-site audits, in order to minimise the likelihood of their untimely discovery.

Chernovol Law Office offers its clients consultancy services, and also appraisals of our clients’ business activities in line with the demands of the tax legislation bodies, including the tax status of businesses and individuals, VAT, currency control, export-import operations and customs control. Our staff use their education and experience to help our clients attract investment, acquire other companies, complete various transactions and do business.

Corporate Consulting - Takeovers and Mergers

In practically every company, group of companies or holding, either before embarking on an investment or in the course of its implementation, there arise questions concerning the internal structure of the business. These may be connected with:

  • The creation of an orderly system of subsidiary companies
  • The reinforcement in registration documents of the optimum management structure, taking into consideration the expedient limitation of the independent authority of top managers
  • The establishment of management companies in holdings and financial-industrial groups etc.

To implement these and other essential measures, Chernovol Law Office acts in the interests of its clients to:

  • Reorganise commercial structures through separations, divisions, and mergers
  • Prevent hostile takeovers
  • Provide representation in corporate disagreements between shareholders.

Investment in Port Infrastructures and Other Transportation Industries

In consideration of St Petersburg’s geographical location on the shores of the Gulf of Finland and the economic significance of the transport infrastructure as a whole in this region of Europe, Chernovol Law Office pays considerable attention to legal support for the economic processes involving the port of St Petersburg. In light of which, it is worth mentioning that the globalisation of economic processes has already attracted the mutual involvement of Russian and foreign companies in the provision of services market in the ports of St Petersburg, Riga (Latvia), Tallinn (Estonia) and Helsinki (Finland).

In particular, Chernovol Law Office has been directly involved in the organisation and implementation of the purchase of two port towage companies in the Baltic States, and subsequently gained judgements permitting them to begin operations in the Russian ports market.

Taking into account Russia’s constantly growing foreign trade, and the consequent increase in volume of exported and imported goods passing through the ports of the North-West, investment in the region’s docking terminals and freight logistical companies is also increasingly attractive. Growth in all aspects of the freightage industry has brought a high and stable level of marine traffic to the ports of the region, creating in turn an increased demand for such port services as coaling companies, shipping agencies, ships’ chandlers etc.

Chernovol Law Office pays considerable attention to the legal support required by all these forms of business.