a.podolsky law offices 2012

Alexander Podolsky

Law Offices

Moscow 1

Alexander Podolsky Law Offices, established in 2003 in Moscow, is a general practice law firm providing international and Russian–compliant advice and assistance to businesses, entrepreneurs, and individuals on the issues of general business, contract and tax law, companies’ formation, labor law, regulatory and competition law, as well as dispute resolution.

The Alexander Podolsky Law Offices focus on assisting foreign businesses and individuals to better operate in a changing and complex legal and commercial environment in Russia.

2

© Alexander Podolsky Law Offices Tel. +7 (495) 775 6994 [email protected]

Representation of your interests in civil and arbitration legal proceedings in any matter and in courts of any instance and level.

Consultation on various aspects of business operations in Russia, including the following:

o Reorganizations and liquidations of the companies;

o Mutual relations of proprietors of business/shareholders (the agreement of shareholders, sale- purchase - exchange of shares;

o Conclusion, execution and cancellation of all kinds of contracts and agreements, including bilingual (English-Russian) and regulated by the foreign law;

o Intellectual property protection;

o Rights, duties and liabilities of owners, shareholders, directors and top management;

o Possible economic offences which can create criminal, tax and administrative liability. If necessary we can help in dialogue with state and law enforcement agencies.

Consultation concerning use of foreign legislation and jurisdictions for Reussian resident businesses, creation of offshore structures (BVI, Cyprus, Jersey, Madeira and other jurisdictions), protection of interests of shareholders and businessmen with use of foreign law and agreements on elimination of the double taxation, formation of holding structures and business reorganization abroad.

Assistance in rendering of services of highly skilled bookkeepers both for consultations, and for keeping (restoration) of the accounts at your enterprise (in cooperation with well known Russian-American audit-accounting consulting group).

© Alexander Podolsky Law Offices

Tel. +7 (495) 775 6994 [email protected] 3

Mr. Alexander Podolsky, owner and managing partner of the firm, is a graduate of Moscow State University (MGU) Law School. He is an experienced Russian licensed attorney (advocate) who has practiced law in the former Soviet Union and Russian Federation since 1982. As a specialist in civil, tax and corporate law, as well as litigation and dispute resolution, Mr. Podolsky offers clients more than 20 years of experience in developing and implementing legal, corporate and tax strategies for top international and local Russian companies.

Mr. Podolsky has significant experience working with international clients since the early 1990’s. After returning from an international internship with the San Francisco law firm of Heller Ehrman White & McAuliffe, sponsored by the ABA (1989-90), he started his own law practice in Moscow.

As a general counsel to Economic Department of Russian Orthodox Church he incorporated “Danilovsky” Hotel complex in Moscow and acted on a number of court cases related to the return of church property.

Later on, he practiced with several international law firms (Russin & Vecchi), Big 4 accounting & consulting firms (Deloitte & PwC), and worked as general counsel with a number of major Russian companies Sukhoi Aircraft Corporation (Super Jet 100 project), Basic Element (asset management in Central Europe), Sochi 2014 Olympic Games Organizing Committee & Natalie Tours group.

See list of some representative clients on page 13.

4


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

General

Incorporations, reorganizations, liquidations

Consulting on all types of Russian legal formations

Drafting customized foundation documents

Formation of LLC or JSC (ООО or ЗАО)

Accreditation of representative and branch offices

Registration of foundation documents with all necessary state bodies

Registering share issues with the Securities Commission

Opening bank accounts

Corporate compliance

Corporate Restructuring

Corporate formation, structuring, and regulatory compliance, including: 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

5


Corporate Governance

Board composition and regulations

Management structure & proceedings

Deadlock provisions

Directors/officers responsibilities

Provision of nominee directors

Competition, Anti-trust and Consumer Protection

Competition law compliance of contracts and corporate actions

Government procurement

Advertising

Foreign investments

Consumer protection legislation compliance

Commercial

International sale of goods and services (import and export transactions)

International product distribution (building a distribution network, developing distribution agreements, exclusivity and pricing)

Leasing transactions (structuring, concluding, amending or terminating leasing contracts)

Licensing/certification

6


Tax system in Russia is a complex and fast developing one and it is hardly possible to carry on a successful business here without assistance of a qualified tax expert.

The underpayment of taxes may result in a fine equal to 20% of the underpaid taxes (or 40% if intent can be proven). The late filing of a tax declaration carries a penalty of 5% to 10% of unpaid tax per each month of delay in submitting the tax declaration. A number of fixed fines are imposed on a taxpayer for failure to register with the tax authorities or failure to supply them with the required information, etc. Failure to withhold tax may result in a fine of 20% for the tax agent.

Interest for late payment is charged at a rate calculated as 1/300 of the Central Bank of Russia’s re-financing rate (8.25% per annum from 14 September May 2012) per day.

Our law firm 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;

Advising on off-shore structuring, foreign trusts.

7


We also provide traditional legal services involving personal matters in complex cases such as:

Inheritance (preparation & execution of wills, defense of heirs rights)

Family matters (marriage contracts, divorces, alimony, child care & estate division

Apartment/house rent & landlord disputes

Defense in employment, administrative, tax cases

Liability/injury/ insurance & consumer protection cases

8


Russian Labor Code is the principal law governing all employment relations. It is important to remember that no agreement between parties that do not comply with the Labor Code shall be valid and enforceable.

HR management is a very subtle sphere of activity. Labor law issues often intersect with such areas as protection of intellectual property, confidential information, and liability of company executives/employers among others. By representing the interests of employers and employees in their effort to reach maximum efficiency and fair labor conditions, we help clients reach their goals in an efficient and effective manner - from a legal point of view.

We are ready to guide you through the complex rules and regulations governing employment relations 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

Preparation of agreements and internal regulations

Employment of top-managers

Employer representation in and out of court, including negotiations with disgruntled employees

Employer and employee liability/limitation of liability

Protection of confidential information •

Issues related to employment of foreign citizens

(accreditation, work permits, visa support)

9


Throughout family life there can be the most different situations: from the conclusion of a marriage contract in the beginning or process of creation of a family and disintegration of family relations when spouses should resolve considerable number of questions, concerning estate division, alimony, upbringing of children, residence change and so forth. In such cases when emotions can burst forth, services of a lawyer - detached, but fair and highly skilled assistant on whom it is possible to rely entirely during the decision of arising questions are especially important.

In the field of family law we render following services:

Preparation of marriage contracts fixing matrimonial rights in case of divorce, execution of agreements on alimony & child support

Representation of interests of the party at all stages of a resolution of dispute

Representation in courts in divorce, division of jointly acquired property cases

Representation in courts in cases of determining of a residence of children, collection of alimony, filiation (determination of paternity)

Representation in courts in disputes on the rights and duties

of parents

10


Our attorneys (qualified advocates) provide support in all areas of civil, commercial and administrative litigation. We 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)

Non-contractual obligations (torts, damages, accidents, unlawful enrichment)

Property and non-property rights (movable & immovable property, IP)

Taxation (corporate and personal)

Customs offences

Employment relations (termination of labor contracts, unpaid salary, disciplinary action)

Actions (lack of action) of government and law enforcement agencies & officers

We do not generally take on criminal defense work, but depending on the nature of the case (business related offences) may undertake such work.

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

Preparation of writs, formal complaints, and other documentation

Representation before civil and arbitration courts

Support in the enforcement of judicial rulings and court decisions

Support during investigations by federal and local government agencies,

including: the Federal Antimonopoly Service, the Office of the General

Prosecutor, the Federal Tax Service, and the Ministry for Internal Affairs

11


Standard payment arrangements which an attorney may suggest in Russia are similar to elsewhere in

the world: hourly rates, flat fees, retainers or contingent fees.

However, while hourly rates are the most common arrangement among international law firms operating on the Russian market, many Russian lawyers are willing to charge competitive flat fees for certain types of legal work, some of which are listed below.

A retainer arrangement (usually on a monthly basis) is popular with companies and some individuals who want to have stricter control over legal cost and is often combined with hourly fees when services exceed agreed an level.

A contingency fee is an arrangement where a lawyer is paid a portion of any recovery on a legal matter that he or she realizes for the benefit of the client. Contingency fee arrangements are usually, but not always, utilized in civil and commercial litigation involving monetary claims.

Examples of flat fees charged for legal services include:

- standard incorporation

- registration of branches & representative offices

- amendments of corporate documents and replacement of company CEO

- obtaining of work permits for foreign citizens

Similar to other countries, legal fees in Russia may vary substantially depending on the

nature of service, expertise of the lawyer, location of service etc.

We establish our fees using various methods depending on the nature of an

assignment, its complexity and time frame and pursuant to an agreement with

the client. Our basic fee is Euro 250 / US$ 350 per hour.

.

12


Gazprom

Lukoil

KAMAZ

Halliburton

General Motors

Renault

Procter & Gamble

Johnson & Johnson

Philips

Nestle

Exxon

General Dynamics

Raytheon

SABMiller

* List of some former clients of Alexander Podolsky © Alexander Podolsky Law Offices Tel. +7 (495) 775 6994

[email protected]

13

Alexander Podolsky Law Offices

Embankment Tower

4th Floor, 10 C, Presnenskaya Embankment,

Moscow, 123317 Russia

Phone +7 (495) 775 69 94

Fax +7 (495) 967 76 00

E-mail: [email protected]

14

a.podolsky law offices 2012

Documents