Former GD of a Russian LLC signed a number of contracts on obviously unfavorable terms for the latter. Among them – purchasing of vehicles, intermediation and loan contracts, which were concluded with his own firm and thus revealed his bad faith. It became the ground for his dismission and filing some cases.
The client (a Russian investment company) addressed for collection services.
The client (a Russian company) acquired the rights of claim against a bankrupt company that had land plots in The Leningrad region and a building in St. Petersburg with an estimated cost of about 1 billion rubles.
Representation of the interests of a leader of IT-industry in case of bankruptcy of an enterprise and related cases.
Procedure of debt restructuring of a large bank holding company with its head office incorporated in Cyprus, with indebtedness of about 1 billion US dollars. Cyprus legislation, following the example of the British, allows to forcibly convert company’s debts to all creditors into shares by resolution of the majority of creditors (50% + 1 vote) should it be proved that this kind of conversion is more profitable for creditors than the company’s bankruptcy. The project lasted for 2 years and involved both two recognized Cypriot law firms and British lawyers.
The large German company, a leader in food and dietary supplements production, has decided to expand its business in Russia. In this regard, the need to rent additional office space in the center of Moscow has arisen. The difficulty was that the premises were owned by several interconnected landlords. The head company has set the task to organize the contractual part of the entire process.
A foreign company engaged in development of software for personnel reliability assessment has decided to issue a license to a Russian subsidiary to enable it to conclude contracts in Russia and abroad. The main aim was to protect the rights of a foreign company to software as much as possible. The difficulty was in the specifics of the program and technological solutions.
The owner was planning to conclude a sale of non-residential premises contract with a large construction company. A complex transaction structure with several types of securities and warranties and a multi-stage payment system by letter of credit has been developed. The situation was complicated by a long-term corporate conflict between the participants of the owner company.
IT-logistic company requested VALEN to prepare legal advice on the deal to involve large investor and check the corporate agreement between participants.
Consultation and support of corporate deal
The employee of an American technology company, which is a leader in the development of graphics processing units and system on a chip units, requested to legalize of income derived in the United States, prepare documents for the Russian tax authorities. The company, as an employer, credited to the American brokerage account its shares of Restricted Stock Units type as an incentive for successful work through the vesting process.
This project was complicated by the fact that the employee failed to comply with the obligation to file a tax return and pay tax for previous tax periods, and by the fact that the shares (in the amount of their market value) were the employee’s income under Russian tax law, not the income derived from the sale of shares on the stock exchange.
VALEN Group lawyers and accountants prepared:
Explanations to tax authorities with the attached calculation for the current and previous tax periods on the amount of tax and late payment charge;
Personal income tax return (3-NDFL form);
Translation of all documents required by tax authorities, including the U.S. broker’s report, form 1042-s.
A Russian advertising agency whose client is a leading Moscow airport and a Hong Kong company specializing in lighting technology and other installations, decided to create an LLC with the aim of joint cooperation and provision of comprehensive services to clients. At the same time, the company from Hong Kong decided to contribute to the authorized capital in the form of intellectual property, namely, a unique technology in the field of lighting.
The executives of a large Russian magazine decided to conduct reorganization in the form of transforming a private JSC into an LLC. In the original structure, the general meeting of shareholders consisted of 20 shareholders. Accordingly, it was necessary to carry out reorganization at a high level and consider the rights of all shareholders.
A large foreign company incorporated in Germany and represented on the territory of the Russian Federation by affiliated legal entities whose main scope of activity is the research, production and sales of innovative plants in the field of agricultural production, has reached out to VALEN Group lawyers to provide assistance and full range of services in the matter of legal, from migration legislation standpoint, employment of a foreign citizen accepted as CEO of a Russian legal entity.
The case was sophisticated by the fact that the above foreign citizen acted as the General Director of two Russian companies being part of the German holding company operating in different regions of Russia.
VALEN Group lawyers:
As a result of the work done, a foreign citizen has successfully obtained documents that allow him to freely carry out work in the Russian Federation on legal grounds.
A foreign company interested in expanding the scope of its commercial activities decided to enter the Russian market, and therefore applied to VALEN Group for assistance in setting up a limited liability company.
In addition to establishing a legal entity on the territory of the Russian Federation, it was necessary to provide the client with assistance in the subsequent employment of a foreign citizen as General Director of the established company in strict accordance with the rules of Russian employment and migration legislation, as well as to afterwards change the sole executive body of the LLC to a management company.
Besides, as soon as the Russian company was incorporated, the client expressed a desire to enter into a transaction for the purchase and sale of shares in the authorized capital of the established LLC, at that the buyers of the shares were 2 foreign citizens. Thus, the number of LLC members increased to 3.
VALEN Group lawyers:
provided full assistance in concluding the purchase and sale of shares.
An international travel platform from Sweden, which was interested in expanding the scope of its commercial activities, has decided to enter the Russian market, and therefore has applied to VALEN Group for assistance in registering a limited liability company.
The case was sophisticated by the fact that the beneficiaries of the company planned to form a limited liability company with two foreign directors acting jointly, three members of the Board of directors, all of whom are foreign citizens.
VALEN Group lawyers:
A foreign company, which is a leader among manufacturers of components for commercial refrigeration equipment in the CIS countries, applied to VALEN Group with a request for accreditation of a representative office of this company, incorporated under the legislation of a foreign state, in order to legally carry out business activities on the territory of the Russian Federation.
The complexity of the entire accreditation process was due to the fact that the founders of the foreign company were persons who were not residents of the country of company’s incorporation, as well as due to significant restrictive measures taken in connection with the spread of coronavirus infection which have significantly complicated the entire process.
VALEN Group lawyers:
A citizen of Myanmar graduated from the full-time department of a Russian university with honors and turned to the lawyers for the service of obtaining an unlimited permanent residence permit.
A citizen with dual citizenship of the United States and Canada asked for a service of obtaining a temporary residence permit (TRP) in a simplified manner on the basis of marriage with a Russian citizen. During the procedure, it was necessary to determine the country of residence and prepare documents in accordance with this.
A large German insurance company approached us for the service of obtaining a work permit and work visa for a CEO of its subsidiary in the Russian Federation. At the same time, the place of work of the CEO was considered the company’s office in Moscow, as well as a separate subdivision in the Moscow region.
A large Russian consulting company has asked VALEN Group to prepare legal opinion on employment law on the possibility of establishing a hybrid mode of employees’ work from home and from the office as well as to prepare a local not legally binding act taking into account specific provisions. For instance, the client wanted to fix the obligation of employees to be in touch during the working day, if they work remotely, to provide for the possibility of establishing such a regime based on the request of the employee.
The case was sophisticated by the fact that legal possibility of establishing a hybrid mode of operation appeared only in 2021, and therefore there was no relevant practice at the time of drawing up the legal opinion.
An international consulting company in the field of corporate taxation has reached out to VALEN Group to prepare legal opinion on the need to register a representative office of a foreign legal entity in Russia, as well as on the correctness of employees’ enrollment in accordance with employment legislation.
A legal opinion on the issues raised has been successfully prepared, which allowed the client to avoid possible administrative liability for violation of labor legislation.
VALEN Group was contacted by a foreign citizen who was interested in conducting business in the Russian Federation by creating a company specializing in providing consulting services in the field of information technology. In addition, the foreign citizen was interested in comprehensive support in the issue of migration legislation and legal employment in the company being created.
VALEN Group lawyers:
A leading Russian audit and consulting company has applied to VALEN Group to provide a range of services in the field of migration and labor legislation regulating the employment of foreign citizens in the Russian Federation.
Besides, the company was interested in obtaining comprehensive legal advice on issues related to the need of carrying out certain legally binding actions within the framework of foreign citizens’ employment.
VALEN Group lawyers:
A former employee of a large industrial company, dismissed by mutual agreement of the parties, filed a lawsuit in court to recognize the order of dismissal illegal, reinstatement in company, recovery of average earnings for forced downtime, as well as compensation for non-pecuniary damage.
It was necessary to prove that the dismissal was legal, in compliance with all the necessary procedures provided for by Russian labor legislation.
The court recognized that the dismissal was lawful, the labor law was not violated.
One of the largest food producers applied to VALEN Group for drawing up a supply contract. The supply contract importance is to allow the client company to minimise the future cost of its distribution services.
VALEN Group lawyers had two tasks while preparing a contract: to meet the counterparty requirements to the full extent and not to infringe on the client company rights.
VALEN experts has developed and built a large-scale supply contract project, given all the pitfalls and requirements of the Russian Federation law. Hence it can be certainly used in supplier-retailer relationships ensuring the rights of its members.
As a result, the customer received a professional civil contract, which may be used with counterparties while implementing the economic activities.
A financial company from Singapore has turned to VALEN Group to prepare legal opinion on the civil, currency, tax and financial law of Russia in order to enter the Russian market of factoring services. For instance, the client was interested to know whether it is necessary to set up a legal entity on the territory of the Russian Federation, to pay income tax, to report to Rosfinmonitoring for the implementation of specific financial transactions.
The large Russian pharmaceutical company filed a lawsuit on early termination of the legal protection of a trademark due to its not being used. The reason of the dispute became the fact that companies produced biologically active food additives with the similar three-dimentional trademarks.
As a result, the Russian company proved the grounds for termination of legal protection of the trademark and continued producing products.
The paint manufacturer filed a lawsuit in the Court of Intellectual Property Rights for the protection of exclusive rights to use a trademark because the competitor used a similar trademark and mislead consumers.
As a result, the claimant successfully defended his exclusive rights and challenged a right of the competitor to use the similar trademark.
The dispute related to a return of the rights to the magazine. The magazine in the field of law and management (edition of the Supreme Attestation Commission) was transferred under a license agreement for a predetermined period. After the expiration of this period, the dispute was arisen related to the rights and the transfer of the magazine’s materials including the lists and monies of subscribers necessary for a publication. The licensor (client) went to the court.
Because of the correct legal qualification of the magazine as a database, the court recognized the contract as a licence agreement, applied the provisions of the law and the contract and obliged the licensee to return all the necessary materials and money to the client.
A U.S. client, a major mining equipment manufacturer, sought comprehensive legal assistance against the unfair practices of its former CEO. One of the lines of the defense was to stop the use of the domain name. Negotiations were held with the registrar and other pre-trial measures.
Because of the competent pre-trial measures, as well as the filing of a complaint to the court, the use of the domain name was stopped.
VALEN is a law firm with specialization on consulting of international business.We consult on creation and execution of models for doing business in Russia. In addition to knowledge of Russian, international commercial and corporate law, we are also skilled in finance and that allows us to provide an integrated service in the Russian market.
Since 2020 Valen Legal has become a part of VALEN Group. Apart from the legal direction, holding also includes Valen Tax company which specializes in accounting and taxes. This ensures integrated approach to the client service. Please find more information: valen-tax.com
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