Banking and finance law practice

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Literally every transaction has a financial element – irrespective of whether it is a project finance deal, a large M&A or real estate transaction, or any other large-scale project (restructuring, intragroup financing, fund raising, etc.).

We offer a wide range of legal services related to financial law issues: from advice on various aspects of civil, banking and currency law, and drafting project transaction documents, to complex finance structuring as a part of infrastructure projects, including public-private partnership.

We advise banks, insurance companies and professional securities market participants as well as companies active in the real sector of economy. Among our clients are major Russian companies and international financial groups.

What makes us different from others

  • Ability to work jointly with PwC's Financial Services taxation specialists and financial business consultants to ensure that the best solution is found for the client's current practical issues.
  • Ability to engage financial law experts who specialise in banking and finance law of different jurisdictions, including England and various EU countries, from the international network of PwC firms.
  • In-depth understanding of forthcoming developments in banking and finance law resulting from our involvement in drafting laws governing financial institutions.

Our services

  • Finance structuring as part of infrastructure projects involving participation of the the state and private Russian and foreign investors.
  • Bad debt restructuring for lending institutions and corporate debtors.
  • Integrated structuring and support of a wide range of financial transactions, including loans, collateral transactions and transactions with derivatives.
  • Advising on currency regulation and control issues.
  • Structuring employee incentive plans, including through innovative mechanisms (closed share investment funds), with account of relevant securities market and currency control regulations.
  • Structuring unified treasury and settlement centres, cash-pooling mechanisms, etc.
  • Advising on various aspects of banking and insurance law, securities market law, and pension legislation.
  • Legal due diligence of banks and other financial institutions.
  • Support for M&A transactions involving the purchase and sale of banks, insurance companies, professional securities market participants, and other financial institutions.
  • Support with filing documents related to acquisitions of shares (interest) in financial institutions with authorised bodies and participating in post-completion procedures.
  • Services for non-state pension funds, including support of change of control over non-state pension funds.

Our experience

Debt restructuring

  • Advising a major private Russian bank on bad debt restructuring project worth over USD 100 million.
  • Legal advice for one of the largest lending institutions in Russia and the CIS on a USD 1 billion-plus bad debt restructuring project.
  • Advising a petrochemicals producer, which is among Russia's top 200 companies, on a debt restructuring project on the borrower side.
  • Legal consulting services related to structuring the assignment of bad debts from Russian banks to a major collection agency.

Assistance with M&A in FS

  • Complex corporate restructuring project for a universal financial and lending institution offering a full range of banking services to corporate and individual clients.
  • Assistance to a Russian private bank in the acquisition of a non-state pension fund.
  • Full banking M&A and regulatory support for a major Turkey-based commercial bank's acquisition of a Russian bank, and large-scale pre-sale legal due diligence on the target, as well as preparation of relevant project documentation.
  • Assistance with the merger of Russia’s largest settlement depository and settlement house.

Financing structuring / settlement structuring

  • Assisting one of Russia's largest energy companies in implementing a cash-pooling mechanism for the group's Russian subsidiaries through a non-banking credit institution.
  • Assistance for Russia's leading telecommunications group on structuring derivatives transactions.
  • Consulting Russia's largest stock exchange in implementing a groundbreaking new settlements system for clearing members.
  • Assisting one of the leading telecommunication companies in crediting the Unified Settlement Centre for settlements between roaming partners.

Support for infrastructure projects

  • Advising a foreign investor (a major international group of companies) on financing infrastructure projects in a Russian Federation constituent region, including developing an investor-oriented model for financing an international airport.

Participation in drafting laws governing financial institutions and arrangements

  • Developing the legal framework for creating a central depository in Russia, taking into account international experience of operating central depositories, as well as Russia's securities market infrastructure and other factors with a further preparing our version of thedraft law on the Central Depository based on comparative analysis of international best practices.
  • Services for implementing the direct settlement mechanism for losses and simplified procedure for motor vehicle accident reporting. This included developing the required legal framework for implementing direct indemnification and "European protocol" in Russia.
  • Assisting in introducing the institution of unit-linked insurance products in Russia.
  • Participating in a project to establish a financial ombudsman's office in Russia. Since December 2010, our firm has been one of the initiators for creating an inter-commission working group, comprising the Russian Association of Lawyers, the Russian Association of Regional Banks and PwC, tasked with developing the institution of financial ombudsman in Russia.
 
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