Russia/CIS

The Moscow office of Akin Gump Strauss Hauer & Feld LLP is the base for the firm’s operations throughout Russia and the Commonwealth of Independent States (CIS). Lawyers from the Moscow office work closely with Akin Gump lawyers and policy advisors in other offices around the world to advise clients with respect to capital market transactions in Russia and the West; mergers and acquisitions, joint ventures, privatizations and other transactions in Russia and the CIS; arbitration and litigation in Russia and other venues; and complex public law and policy matters in Russia and the United States.

We have been active on important matters in the region for more than 15 years and have had a permanent office in Moscow since 1994. The Moscow office is home to a team of highly experienced Russian and U.S. lawyers with extensive experience working with both Russian and foreign clients. Lawyers in several other offices—notably London, New York, Washington, D.C., and Houston—play important roles on the firm’s Russia and CIS team and enable the firm to advise on matters governed by Russian, U.S. and English law. This broadly dispersed team allows the firm to provide services to its clients on an integrated, real-time and cost-effective basis.

The firm’s Russia and CIS team provides legal services in several practice areas—

capital markets transactions
mergers and acquisitions
joint ventures
bank, vendor and industry financings
real estate development
general corporate and securities matters
public policy and government relations
labor and employment law
Foreign Corrupt Practices Act (FCPA) compliance and due diligence
dispute resolution and labor matters.

The firm has worked on matters in most industries in the region and has developed significant experience in the energy, telecommunications, financial services and consumer products industries.

Capital Markets Transactions

The firm’s work on capital markets transactions includes public and private debt and equity transactions, as well as funds work. Lawyers in the Russia and CIS practice group have served as counsel for—

LUKOIL in connection with a $1.0 billion Eurobond offering under Rule 144A and Reg S
VimpelCom in connection with more than $750 million of debt (including high-yield bonds issued through a special purpose vehicle and convertible notes) and equity offerings, private placements to both Russian and foreign strategic investors, a U.S. SEC-registered stock option plan and the first
U.S. SEC-registered, NYSE-listed initial public offering by a Russian issuer
LUKOIL in connection with the issuance of more than $900 million of convertible bonds and guaranteed notes and three historic "firsts": the first significant capital markets transaction by a Russian issuer (LUKOIL’s initial $452 million convertible bond offering), the first Russian corporate Eurobond ($125 million offering of guaranteed notes) and the first full listing on the London Stock Exchange by a Russian issuer
Issuer’s counsel to Urals Energy plc in connection with its listing and initial public offering on the Alternative Investment Market of the London Stock Exchange (LSE)
Issuer’s counsel to Volga Gas plc in connection with its listing and initial public offering on the Alternative Investment Market of the LSE
Issuer’s counsel to several Russian companies in connection with pending IPOs on the London Stock Exchange and the Alternative Investment Market
the underwriters of $149 million of high-yield senior notes, warrants and convertible bonds issued by PLD Telekom, the first high-yield bond offering involving Russia
the underwriters of $100 million of debt issued by the Yamal Nenets Autonomous Okrug through a German special-purpose bank
the underwriters of $100 million of high-yield debt issued by Hurricane Hydrocarbons to finance operations consisting of exploration, development and production of hydrocarbons in Kazakhstan
a leading Russian bank in connection with two private equity funds specializing in investment in the region.

Mergers and Acquisitions

The firm’s work in mergers and acquisitions includes acquisitions and dispositions of stock and assets of Russian companies and offshore holding companies, joint ventures and privatizations. Lawyers in the Russia and CIS practice group have served as counsel for—

VimpelCom in its $4.3 billion cross-border acquisition of Golden Telecom, a U.S. domiciled and Nasdaq National Market listed company with Russian telecommunications operations
Troika Capital Partners in connection with its sale of a $1 billion blocking stake in AvtoVAZ, the Russian auto manufacturer, to Renault
LUKOIL in its $2.3 billion cross-border acquisition of Nelson Resources Limited, a Toronto Stock Exchange listed company with upstream assets in Kazakhstan
Uralsib in connection with acquisition of a 50 percent interest in Kopeyka, one of the largest supermarket chains in Russia, for $650 million
the buyer in connection with the acquisition of Kommersant Publishing House, the operator of a leading Russian daily newspaper
the seller of the retail business of Mothercare UK in Moscow, consisting of retail outlets, a warehouse and distribution system as well as head office operations
Urals Energy in the acquisition of a $160 million oil and gas production company in the Irkutsk region of Russia
the purchaser in the acquisition of Mikhailovsky GOK, the second largest iron ore mining company in Russia, for a price in excess of $2 billion
LUKOIL in its $1.0 billion acquisition of Khanty Mansisyk Oil Corporation from Marathon Oil
Aton Financial Holding in connection with the sale of its institutional business to Bank Austria for $424 million
VimpelCom in its $425 million acquisition of Kar-Tel, a mobile telephony company operating in Kazakhstan
the world’s largest food company in connection with the acquisition of a dozen confectionary companies and production and warehouse facilities in the CIS through the acquisition of stock during the privatization process, in the secondary market and through new share issuances by the target companies, and the subsequent consolidation of holdings in these companies and mergers of such companies
LUKOIL and its shareholders in connection with a series of transactions totaling $1.4 billion and resulting in the acquisition of a controlling interest in Sidanco and the subsequent $375 million sale of a 15 percent equity interest in Sidanco to BP
VimpelCom in its $255 million acquisition of Ukraine Radio Systems, a mobile telephony company operating in Ukraine
LUKOIL in connection with its $71 million acquisition of Getty Petroleum Marketing, the first acquisition of a NYSE-listed company by a Russian company; and LUKOIL’s equity investment in LUKARCO of up to $500 million and acquisitions by LUKARCO of a 12.5 percent interest in the Caspian Pipeline Consortium and a 5 percent interest in Tengizchevroil
Alfa Group in the $125 million joint acquisition by Alfa Telecom, Capital International and Barings of a controlling interest in Golden Telecom
VimpelCom in connection with its sale of strategic equity stakes to Telenor and the Alfa Group and the acquisition of a regional cellular communications company in Novosibirsk
a U.S.-Russia investment fund and others in connection with acquisitions and dispositions of stock of a Cypriot holding company that owned 92 percent of the stock of AO Volga, a paper company located outside Nizhniy Novgorod
a leading U.S. fiber-optic communications client in all aspects of its international satellite and long-distance telephone and information services joint ventures in Moscow.

Joint Ventures

The Russia and CIS practice group’s work in connection with the formation and operation of joint ventures between Russian and international companies includes—

LUKOIL in its joint venture with ConocoPhillips to develop oil and gas assets in the northern territories of Russia
LUKOIL in connection with LUKARCO, a multi-billion upstream joint venture with Atlantic Richfield (now BP)
the U.S. party to a cellular telephone joint venture with the Ministry of Telecommunications to provide services in Minsk, Belarus and Tashkent, Uzbekistan
a major U.S. mining company in a joint venture with a large Russian mining company in the Far East of Russia
a Russian investment company in a joint venture with a major U.S. real estate developer to develop a large office complex in Moscow
a leading U.S. fiber-optic communications client regarding the establishment of a Ukrainian fiber-optic joint venture to provide local and long-distance service in Kiev
two U.S. telecommunications companies in a satellite telecom joint venture with Rostelekom.

Bank, Vendor and Industry Financings

The firm’s work on bank, vendor and industry financing transactions in Russia and the CIS includes bank, multilateral financial institution and vendor financing, as well as specialized financing in the energy industry. Lawyers in the Russia and CIS practice group have served as counsel for—

LUKOIL in connection with a $2.0 billion acquisition financing
Mikhailovsky GOK in connection with a $200 million pre-export facility from BNP Paribas and Commerzbank
VimpelCom in connection with more than $500 million of vendor financing, more than $120 million of syndicated commercial bank financing and $30 million of convertible debt financing provided by the EBRD
LUKOIL in connection with LUKARCO’s $4.5 billion multi-project credit facility
an international energy company in connection with its estimated $1.5-$2 billion "carry" financing to Rosneft entities in connection with the Sakhalin 1 project
a major U.S. fund acting as lender under a $30.0 million secured term loan facility for a majority shareholder of a major Russian auto dealer group
a borrower under a €50,000,000 secured term loan facility from a leading Russian bank
a syndicate of Russian and Western banks under a €41.0 syndicated secured term loan facility for a major Russian leasing company.

Real Estate Development

Our lawyers have been active in the real estate sector in Russia, including serving as counsel for—

a real estate investment fund in the acquisition of two completed hypermarket-anchored shopping centers with a total net rentable area ofapproximately 17,000 square meters for approximately $135 million, as well as a forward purchase of an additional two similar shopping centers
a real estate investment fund in the acquisition of three shopping centers in Russian regions, with a total of 59,000 square meters and a related sale of a 50 percent interest in the project for approximately $40 million
A developer in connection with a joint venture to design, finance and construct an office center with a gross area of approximately 70,000 square meters and a related sale of a 50 percent interest in the project for approximately $100 million
the owners of a project to construct an office complex in connection with an approximately $125 million non-recourse construction loan from a major international lender, one of the first of its kind in Russia
a developer in the sale and lease-back of an office and retail building to a major real estate investment fund for approximately $30 million
a land owner in connection with several transactions for the sale of land plots in the Moscow region with a total area of approximately 300 hectares for the construction of warehouse and logistics complexes and single family housing.

General Corporate and Securities Matters

The Russia and CIS practice group’s work in general corporate and securities matters includes—

assisting VimpelCom with periodic filings with the U.S. Securities and Exchange Commission, the New York Stock Exchange and the Russian Federal Commission on the Securities Markets; developing a compliance program for VimpelCom to ensure adherence to U.S. securities legislation, New York Stock Exchange regulations and Russian regulations; and advising VimpelCom regarding recently enacted U.S. legislation regarding corporate governance
counseling LUKOIL in obtaining a full listing on the London Stock Exchange and in complying with ongoing disclosure requirements of the U.K. Listing Authority
assisting Alfa Group with reporting obligations under U.S. securities laws
advising a number of Russian issuers in connection with the establishment of Level I ADR programs in the United States
advising a number of Western companies in connection with their initial inbound investment into Russia, including structuring and setting up their investment and management vehicles in a tax efficient manner
assisting a center for capital markets development in advising the Russian Federal Securities Commission with respect to Russian and international securities laws.

Public Policy and Government Relations

Akin Gump has assembled a strong Russia policy team in Washington, led by a former U.S. ambassador to Russia and a former special assistant to President Clinton and senior director at the National Security Council for Russia, Ukraine and the Eurasian States, responsible for advising the President on all matters concerning development in the region. The policy team advises Russian and Western clients on Russian domestic and foreign policy developments and on U.S. policy as it relates to Russia and the CIS. Their extensive experience and wide range of relationships with current and former government officials throughout Russia and the CIS, as well as in the United States, are invaluable assets and provide an added dimension of service to the firm’s clients.

Tax Structuring

Our international tax lawyers are experienced in helping clients address the tax implications of complex international transactions. We provide guidance to U.S. and international corporations and investors concerning the merit of tax issues facing entities doing business or making investments overseas. We have helped structure inbound investments into Russia for a number of Western clients. Our tax lawyers—

structure and develop international joint ventures through tax-transparent U.S. and foreign entities, including entities based in treaty jurisdictions, that facilitate preferential tax treatment for both U.S. and non-U.S. investors
assist multinational corporations and other foreign entities investing in the United States with the foreign tax provisions of the Internal Revenue Code, particularly in the area of transfer pricing
provide guidance to U.S. investors concerning the merits and meanings of tax issues facing entities doing business, considering opportunities or making investments overseas.

Labor and Employment Law

As one of only a few full-service national law firms with a substantial labor practice, Akin Gump has the experience and resources to provide sound advice and vigorous representation to employers regarding all aspects of employment law and labor relations. In Russia, we advise Western and Russian companies in connection with expatriate employment agreements and related matters as well as on all aspects of Russian labor laws and practices.

FCPA Compliance and Due Diligence

Akin Gump has an extensive FCPA practice comprised of lawyers with substantial international trade, white collar crime and transactional experience. The team includes former assistant U.S. attorneys who have worked directly on FCPA enforcement cases and international trade lawyers who have developed FCPA compliance programs for numerous Fortune 500 companies. Akin Gump routinely works with large international companies in various sectors (including the retail sector) to address activities that raise FCPA concerns, including foreign acquisitions, working with foreign business partners, selling to government customers and dealing with foreign regulators.

Services include strengthening corporate compliance procedures, counseling on discrete issues, leading due diligence in corporate transactions and commercial arrangements, and structuring agreements. When a potential issue arises, Akin Gump also coordinates with its contacts at third party forensic accounting and investigative firms as appropriate to analyze and resolve the issue. If necessary, Akin Gump has the experience to work with U.S. Department of Justice and Securities and Exchange Commission officials on investigations and enforcement actions to ensure the best result possible.

In Russia and other CIS countries, Akin Gump has worked, and is currently working, with NYSE-listed companies on a range of FCPA issues. Recent projects include transactional due diligence, drafting and compliance advice for leading companies in the energy, telecommunications, logistics, entertainment and financial industries. By understanding each client’s operations and objectives in the difficult area of FCPA compliance in the CIS, Akin Gump has been able to provide targeted advice and strategy in order to protect clients from potential liability while balancing the need for practical and efficient procedures that allow business to move forward.

Dispute Resolution and Labor Matters

The Russia and CIS group’s work in dispute resolution and labor matters includes serving as counsel for—

Surgutneftegaz in connection with a several hundred million dollar claim in a class arbitration claim made pursuant to the rules of the American Arbitration Association
VimpelCom in connection with numerous legal proceedings in Russian courts and international forums arising from disputes between its major shareholders
LUKOIL in connection with the $4 billion claim of Archangel Diamond Corporation in state court in Colorado
LUKOIL Permneft in the Moscow International Commercial Arbitration Court and the Antwerp Court of Appeals in connection with its claim against a Belgian company
Alfa Group in connection with the $1.5 billion claim brought by Norex Petroleum in the U.S. District Court for the Southern District of New York
Alfa Group in connection with its defamation claim against CPI in the U.S. District Court for the District of Columbia
the government of Kazakhstan before the International Arbitration Tribunal in Stockholm
a major U.K. law firm in enforcing a contract with the Ministry of Transport of the Russian Federation in connection with the $600 million claim of a U.S. company
a major Western hotel chain in Moscow municipal court in the defense of its post-crisis dismissal of a former deputy general manager and several other employees, which set a precedent so that the other employees who were dismissed following the Russian financial crisis (numbering in the hundreds) would not have good claims against the hotel chain.

Our Service Commitment

No matter what the issue, our in-depth understanding of how business is conducted in Russia and the CIS, and how that business interrelates with national, regional and international geopolitical issues, positions us to deliver comprehensive, high-quality service to our clients. The firm is committed to developing this dynamic marketplace and to paving the way for our clients’ success.

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