Practices
Corporate

We specialize in providing diversified corporate legal services to foreign and Russian entrepreneurs in all major areas of business law in Russia. Our lawyers can assist you in the following:

Incorporations, reorganizations, liquidations

  • Consulting on all types of Russian legal formations;
  • Drafting customized foundation documents;
  • Formation of LLC or JSC (ООО or АО);
  • Accreditation of representative and branch offices;
  • Registration of foundation documents with all necessary state bodies;
  • Registering share issues with the Central Bank;
  • Opening bank accounts;
  • Corporate compliance.

 

Corporate (re-)structuring

  • corporate formation, structuring, and regulatory compliance (including the formation and structuring of holding companies and other special purpose vehicles);
  • inbound investment advice: assisting foreign clients in performing due diligence on potential Russian companies to be acquired;
  • pre-acquisition legal and tax due diligence on behalf of both vendors and purchasers;
  • drafting and analyzing share purchase agreements, shareholders’ agreements and other related transactional documents.

 

Corporate governance

  • board composition and regulations;
  • management structure & proceedings;
  • deadlock provisions;
  • directors/officers responsibilities;
  • provision of temporary directors.

 

Commercial

  • competition, anti-trust and consumer protection;
  • competition law compliance of contracts and corporate actions;
  • government procurement;
  • advertising;
  • natural monopolies;
  • foreign investments;
  • consumer protection legislation compliance;
  • international sale of goods and services (import and export transactions);
  • international product distribution (building a distribution network, developing distribution agreements, exclusivity and pricing);
  • cross-border logistics (freight-forwarding agreements, agreements on international goods carriage, storage);
  • agency, franchising and marketing;
  • public procurement (tender documentation);
  • leasing transactions (structuring, concluding, amending or terminating leasing contracts);
  • licensing/certification;
  • E-commerce (online stores, electronic payment systems).

 

In addition, we can help you in some individual cases (by special appointment) involving:

  • matrimonial relations (marriage contracts, divorce, division of property, alimony, child care);
  • landlord-tenant relations (rent collection, eviction);
  • wills & inheritance, etc. (preparing & execution of wills, opposing wills).

 

Please contact us: info@vkulaw.com

Tax

Tax system in Russia is a complex and fast developing one and it is hardly possible to carry on a successful business in Russia without assistance of a qualified tax expert. Our lawyers will be glad to help you with the following major tax issues:

  • Advising on the available forms of setting up a business in Russia;
  • Tax efficient structuring of contractual relations between a foreign parent company and a Russian subsidiary and their Russian customers and suppliers / contractors;
  • Tax efficient optimization and reorganization of international structures considering existing network of international treaties on avoidance of double taxation (Double Tax Treaties);
  • Assistance in resolution of tax disputes with Russian tax authorities, from appealing tax rulings with tax authorities to defending clients in courts at all court levels;
  • Russian CFC rules;
  • Advising on off-shore structuring, foreign trusts.

Transfer Pricing

Transfer pricing has become a matter of particular concern to international companies operating in Russia through subsidiaries or branches. Any controlled cross-border transaction may be subject to transfer pricing regulations and scrutiny on the part of the Russian tax authorities. Our lawyers have extensive experience in advising on and preparing transfer pricing documentation, including advising on the following matters:

  • Applicability of transfer pricing rules;
  • Electing the most appropriate method of transfer pricing;
  • Functional analysis;
  • Comparability analysis;
  • Determining arm’s-length range;
  • Preparing transfer pricing documentation;
  • Developing transfer pricing strategy.

Please contact us: info@vkulaw.com

Employment & Immigration

Russian Labor Code is the principal law governing all employment relations. It is important to remember that no agreements between any parties that do not comply with the Labor Code shall be valid and enforceable in Russia. We are ready to guide you through all complex and numerous rules and regulations governing employment relations and, specifically, in the following areas:

  • advice on regular labor matters (conclusion, change and termination of labor contracts, salaries & bonuses, vacations, guarantees & compensation for special groups of employees etc.);
  • restructuring of employment relations and redundancies;
  • Due Diligence of employment compliance policies and practices;
  • preparing of all types of employment agreements and internal regulations;
  • employment of top-managers;
  • employer representation in and out of court, negotiations with disgruntled employees;
  • industrial safety;
  • trade unions;
  • employer and employee liability/limitation of liability;
  • protection of confidential information;
  • protection of personal data;
  • issues related to employment of foreign citizens (accreditation, work permits, visa support).

Please contact us: info@vkulaw.com

Litigation & Arbitration

Our attorneys (qualified advocates) provide support practically in all areas of civil and administrative litigation. We can represent clients in regular and arbitration courts at all levels in cases involving disputes arising out of:

  • all types of contracts (sale/purchase, works & services, loans, rent, agency, transportation, storage etc.);
  • non-contractual obligations (torts, damages, accidents, unjust enrichment);
  • property and non-property rights (movable & immovable property, IP);
  • taxation (corporate & personal);
  • customs offences;
  • employment relations (termination of labor contracts, unpaid salary, disciplinary action);
  • actions (lack of action) of government and law enforcement agencies & officers.

In protecting you interests and rights our attorneys will perform the following:

  • support in informal negotiations and alternative dispute resolution;
  • case preparation and consultation;
  • collection of evidence and interviewing of witnesses;
  • obtaining temporary restraining orders, assets freezing orders;
  • preparation of writs, formal complaints, and other documentation;
  • representation before Russian and international courts and arbitration agencies;
  • support in the enforcement of judicial rulings and court decisions, debt collection;
  • legal support in corporate restructuring and bankruptcy proceedings;
  • support during investigations by federal and local government agencies (including the Federal Antimonopoly Service, the Office of the General Prosecutor, the Customs Service, the Federal Tax Service, the Ministry for Internal Affairs, etc.).

Please contact us: info@vkulaw.com

Patent Prosecution & Strategy

We assist with patents and trademarks registrations in Russia and in Israel. We have professionals who have worked in the Russian Patent office (see Mikhail Gavrikov and a former Israeli Patent Office Examiner).

We assist companies establish and implement cohesive patent prosecution strategies for patent filings in Russia and for other countries. It is important not to just blindly file patents in many countries, but to do this based upon a technology and future strategy in order to maximize shareholder value. Our advice is advice based upon years of experience in venture capital and private equity investment coupled with our specialization in patents.

 

Please contact us: info@vkulaw.com

Patent Licensing & Exploitation Strategy

It is one thing to have a good portfolio of patents that are extended in all the right markets, but it is something else to have a patent portfolio that is a real asset to a company. Many of patent agents and attorneys might want to recommend having the most patents possible in the most countries; such a recommendation can be a conflicted one. Our firm tries to understand our clients’ technology, its expansion strategy and attempt to provide coherent and implementable “patent road maps” that can maximize shareholder value. As we have practical business experience in many aspects of monetizing technologies viz a viz various business experiences, our approach is not a pure legal one but also considers practical business considerations.

Part of our advice might include recommending that a company obtain (we would consolidate reports and recommendations prepared by the relevant experts in the relevant technologies):

  • Validity searches of their patents and or patent applications.
  • Scope and potential infringer search to see how broad the patent claims are and try to determine if there are any infringers on the market.
  • Technology studies to determine what the patents (or patent applications) could or would add to the state of the art and what type of value that could have.
  • How to best monetize the technology whether it would be through:
    • Licensing
    • Manufacturing or using the technology
    • Litigation
    • Counseling and assistance with trying to identify:
      • Potential licensees;
      • Potential partners or manufacturing facilities to exploit the technology in question
      • Potential investors
      • Patent policy and internal trainings

In order to maximize a company’s intellectual properties, we can provide custom-made patent policies to be implemented by staff and partners. Likewise, we offer trainings for companies in order to enable staff to maximize R&D efforts for maximum monetization of the same.

Please contact us: info@vkulaw.com

Intellectual Property Evaluations & Due Diligences

We can assist patent owners to evaluate patents and also conduct patent due diligences that may come up during M&A transactions or transfer of intellectual property portfolios.

 

Please contact us: info@vkulaw.com

Trademarks & Franchising

We assist in trademark searches, filings in Russia and other countries. We also assist companies maximize the value of their trademark portfolio and advise on licensing and litigations.

We assist operators who are negotiating Master Franchise Agreements for Russia and CIS countries. We also assist perspective franchisees.

We have worked in the past with:

  • Wendy’s
  • Nathan’s Famous hot dogs
  • Sprandi
  • Sela
  • National Football League
  • National Basketball Association
  • Australian Rules Football
  • United States Tennis Association

Please contact us: info@vkulaw.com

Venture Capital/Private Equity & M&A

We advise on all aspects of VC investment and exit. We assist companies with:

  • Legal Due Diligences
  • Technical Due Diligences
  • Financial Audits (through our partner companies)
  • Drafting of all relevant term sheets, shareholders’ agreements, share purchase agreements, closing documents, etc.
  • Relevant filings

Please contact us: info@vkulaw.com

Customs & Product Certifications

We advise on all relevant aspects relating to customs and taxes as concern the importation and exportation of products. We also advise on issues relating to contract manufacturing, localization of production, product certifications.

Please contact us: info@vkulaw.com

Real Estate Services

Our real estate services include:

  • Due Diligence
  • Tax
  • Audit
  • Transaction Support
  • Permits and Licenses
  • Construction tenders
  • Advice on investment memoranda for real estate acquisitions/sales
  • Financial modeling for real estate projects
  • Development of business plans and feasibility studies
  • Market research
  • Site selection and site acquisition services
  • Property value assessments
  • Real Estate dispute resolution

Our specialists have worked with practically all types of real estate projects, including hotels, shopping centers, office buildings, energy plants, factories, warehouses, research facilities, and residential complexes.

 

Please contact us: info@vkulaw.com