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Administrative Law Definition
Arbitration and Mediation
Arbitration and Mediation Definition
Asset Finance Law
Asset Finance Law Definition
DLA Piper’s asset finance lawyers in Russia assist their clients in transactions related to the acquisition and leasing of high cost assets, such as aircraft, sea vessels, trains, and rolling stock.
Due to the high cost of these assets (and other reasons such as high customs duties), operators prefer to lease such assets rather than buy them. Leasing is generally divided into finance leasing (where the lessee acquires the asset at the end of the lease term) and operating leasing (where the asset is returned to the lessor at the end of the lease term).
The assets are leased by leasing companies that specialize in leasing particular assets. In order to buy the assets, leasing companies attract financing from financial institutions or capital markets.
Our asset finance lawyers advise various market participants including airlines, shipping companies, leasing companies, financial institutions, and manufacturers on various aspects of financing, selling, leasing, importing, exporting, and operating the assets.
The structuring of transactions varies significantly depending on the type of assets. Transactions in relation to rolling stock are commonly made under Russian law and involve Russian participants, whereas aircraft transactions are normally made under English or New York law and involve foreign manufacturers, lessors, and financial institutions.
In case of multi-jurisdictional transactions, Russian lawyers advise on a broad range of issues, including customs clearance, tax, currency control, local air and sea transport regulations, foreign law application, and the enforcement of foreign court judgments.
Customs clearance is an important aspect of international leasing to Russia. It is common practice to import foreign aircraft under a temporary import regime, which imposes certain obligations on the importer. Even though a Russian lessee would be the importer and the declaration of the leased aircraft, in case of a violation of the import regime the owner/lessor of the aircraft would face significant risks if the Russian authorities try to freeze the asset and recover outstanding duties or penalties from its value.
Russia is a party to various international treaties and conventions that play an important role in asset finance transactions. For example, Russia has ratified the Ottawa Convention on International Financial Leasing and the Cape Town Convention on International Interests in Mobile Equipment (together with the Protocol on Matters specific to Aircraft Equipment), which provides good comfort to those who are considering or are already involved in an asset finance transaction in Russia.
Aviation Law Definition
The Aviation law practice focuses on providing services to a wide range of clients from airlines to aviation service companies, charter companies, private operators, airports, aircraft leasing companies, and other financial institutions.
This practice requires in-depth knowledge of current Russian Air Code, domestic regulations, and international law. International conventions which have been ratified by Russia are part of the legal system of the country. In case of a conflict between national laws and international acts, the latter shall prevail.
The aviation law practice provided various types of services: legal support of commercial transactions, litigation and arbitration, regulatory compliance, and safety risk management.
Commercial transactions. Aviation Law attorneys give advice on:
• Joint ventures, mergers and acquisitions;
• Manufacturing, purchasing, and leasing aircraft and equipment;
• Maintenance and catering contracts;
• Passenger contracts of carriage;
• Interline contracts;
• Ground handling contracts;
• Tax planning for aircraft transactions;
• Insurance and reinsurance issues.
Litigation and Arbitration. It frequently involves disputes arising from aviation accidents (including passenger injury and cargo claims), contractual issues and insolvency of airlines and their debtors. Contractual issues mostly relate to lease defaults, termination, and repossession. These attorneys also can be engaged in maintenance and repair disputes as well as spend significant time in consumer litigation, including ticket price refund, flight delays, and lost baggage claims.
Regulatory compliance. The attorneys assist in controversial issues of compliance with the requirements of domestic and international law regulations. Advising also includes ensuring compliance with a variety of antitrust matters, local and international.
Government relations and Public-Private Partnership. The attorneys represent clients in their relations with public authorities of Russia (Federal Air Transport Agency (Rosaviatsiya), Federal Service for Supervision of Transport (Rostransnadzor), and international authorities like International Civil Aviation Organization (ICAO). The experts in Aviation law provide legal advice on most complex issues in project financing and public-private partnerships.
Public-private partnership projects includes tender documentation support, preparation of concession/project agreements, financing documentation, construction contracts, sub-contracting documentation, and legal advice on land and real estate aspects of the transaction.
Banking and Finance Law
Banking and Finance Law Definition
Banking and Finance Law in Russia is understood to cover two aspects of financial or quasi-financial institutions’ existence and activity – procedures for setting up and running such an institution (including, where applicable, licensing, management bodies approval and appointment, accounting and reporting, compliance with capital requirements and other mandatory ratios prescribed by the local financial markets regulator, the Central Bank of Russia) and actual financing activities (including bank lending, financial leasing, factoring, etc.). Therefore, Banking and Finance Law comprises public and private (civil) law elements.
Consequently, lawyers who practice Banking and Finance Law either concentrate on purely regulatory aspects or service banks and borrowers on transactional matters. This is normally reflected in Banking and Finance practices of international and major local law firms. A comprehensive Banking and Finance practice would include advising on regulatory compliance and pure lending, as well as securitization, payment systems, e-banking, bank secrecy rules, and data protection. At the same time, regulatory specialists are fairly rare in private practice as the large bulk of the respective work is traditionally handled by in-house lawyers. Transactional Banking and Finance lawyers advise on a variety of finance transactions – bilateral and syndicated (secured and unsecured), trade finance, asset finance, acquisition finance, and project finance. These may often contain derivative elements, such as embedded hedging. Assistance on micro-finance and consumer lending matters is very rare. Transactional Banking and Finance lawyers also assist with work-outs and restructurings as well as insolvency related matters. Occasionally, Banking and Finance litigation would be set up as a sub-practice.
Market knowledge and ability to think commercially and take pragmatic decisions are key for any transactional Banking and Finance lawyer.
Notably, with continuing development of the local syndicated market (and appropriate Russian law syndicated lending standards – so called “Russian LMA loan documentation”) a certain volume of less complex Russian law transactional work tends to remain in-house.
Capital Markets Law
Capital Markets Law Definition
Russian capital markets lawyers advise and assist their clients with regards to equity and debt securities issues. A substantial bulk of legal advice relates to advice on public offerings of shares and corporate and exchange bonds, including the preparation of issuance prospectuses, drafting of transaction documentation, assisting in obtaining a listing and admission to trading on a stock exchange, obtaining the Russian securities regulator’s permit to place and circulate Russian shares abroad, as well as private placements and buy-back of equity and debt securities.
As more and more Russian companies become public and/or their debt securities are admitted to trading on a Russian stock exchange, lawyers are being kept busy with disclosure issues. These, among other things, include disclosure on major and related party transactions, changes in shareholdings, corporate decisions, additional share issuance, and placement of bonds. In addition, lawyers advise individuals and corporates on disclosure requirements that would apply to them in light of listing and admission to trading of a Russian issuer’s securities (including depositary receipts and Eurobonds) on an international stock exchange (e.g. the London Stock Exchange, the Irish Stock Exchange, NYSE, and NASDAQ).
Capital markets lawyers are also actively involved in advising individuals and companies in structuring corporate governance, and understanding and complying with insider dealing and market abuse legal requirements.
Russian capital markets law has recently been subject to massive reform, a result of which significant changes have been introduced in to the Joint Stock Companies Law, the Securities Market Law, the Moscow Exchange Listing rules, and relevant other laws and regulations. Russian capital markets lawyers have been busy educating and advising their clients on applying such new norms, including those related to the shareholders’ registrar, rights to shares, convocation of shareholders’ meetings, corporate governance, central depositary, bond trustee, disclosure, and reporting obligations.
Owing to recent various economic, financial, and political factors, many Russian corporates have focused on, among other things, business restructuring, including debt refinancing and sale of non-core assets. All these have resulted in capital markets lawyers becoming involved in corporate restructurings and debt reorganisations, including Russian bond restructurings.
Civil Rights Law
Civil Rights Law Definition
Civil rights law is commonly understood as the area of legal practice related to the implementation and protection of civil rights, i.e. legal rights and freedoms enjoyed by citizens of a certain state.
Similar to the majority of the European countries, civil rights are constitutional in Russia. The Constitution of the Russian Federation establishes a wide range of civil rights that encompass the most general and essential human rights and liberties, usually referred to as personal civil rights in the Russian doctrine, as well as specific rights and liberties related to social, political, and cultural aspects of the Russian citizens life. In particular, among the key civil rights and freedoms can be mentioned the right to life, the protection of human dignity by the state, the right to inviolability of private life, the right to freedom, the freedom of ideas and speech, the right to association, the right to a home, the right to health protection, and the right to education, etc.
The Russian legislation provides for the various means of the protection of civil rights, the most important of which clearly is the right of an aggrieved individual to apply to the court in order to prevent or stop the violation of civil rights. Another efficient mechanism for the protection of civil rights is the power enjoyed by the Constitutional Court to examine upon complaints of individuals whether provisions of a certain law are consistent with civil rights established by the Constitution of the Russian Federation. Furthermore, subject to the Russian Constitution citizens may seek the protection of their rights not only at the domestic but also at the international level including such an effective mechanism as the European Court of Human Rights. The Russian legislation shall be consistent with legal positions of the European Court of Human Rights. In some cases, the Russian laws (e.g. Code of Civil Procedure, Arbitration Procedure Code) provides for the opportunity to review the Russian court judgments, which entered into force, if the European Court of Human Rights established the violation of human rights when the Russian court had considered the case.
In order to protect civil rights, Russian citizens are enabled to seek assistance of the High Commissioner for Human Rights in Russia who has an authority to consider complaints of individuals on civil rights violations by state authorities and local self-government bodies. The Presidential Council for Civil Society and Human Rights aims to guarantee civil rights protection on a more general level gathering up-to-date information on civil rights violations in Russia.
The role of an attorney in the area of civil rights law is of a particular importance since an attorney may not only advise on the client’s civil rights and the procedures for their protection but also has more powers to carry out such a protection. In particular, an attorney has a special authority while collecting evidence. One more thing that is worth mentioning with respect to civil rights attorney’s job is the fact that only attorney may represent the client before the court during criminal procedures. The similar provision is stipulated by the Code of Court Administrative Procedure with the only difference consisting in the fact that subject to this law as representatives of citizens may act any persons with a higher law education whereas all attorneys have such one. Besides, subject to the Russian legislation only attorneys and persons with academic degree in law may represent complainants before the Constitutional Court of the Russian Federation.
Competition / Antitrust Law
Competition / Antitrust Law Definition
In addition to the traditional domain of competition law, Russian antitrust law also governs state procurement, foreign investments in strategic industrial enterprises, natural monopolies’ fees, defense procurement, and advertising. All of the above matters fall within the purview of the principal federal authority in the field of antitrust law – Federal Antimonopoly Service (FAS of Russia). The service investigates cases regarding breaches of law, grants preliminary approval to M&A transactions that result in concentration of economic power, and prescribes rules of conduct for market participants. The uniquely broad scope of antitrust regulation and the jurisdiction of antimonopoly service are due to specific circumstances of Russian economy, such as high degree of monopolization and significant proportion of government participation in major companies.
The goal of Russian antitrust regulation is to support competition between participants in commodity and financial markets, promote development of new technologies, greater competitive capacity of goods, and expanded range of consumer options.
The cornerstone of Russian antitrust law is the Federal Law “On Protection of Competition”. It aims to prevent and suppress monopolistic activity and unfair competition on behalf of private parties, as well as restraining government bodies from undertaking actions that limit or prevent competition. Limiting competition via creation of a cartel incurs criminal sanctions.
Certain laws regulate the procedure for procurement of goods, labor, and services by governmental and municipal authorities, as well as companies with state participation, to promote a competitive procurement environment. Specific laws were passed to control the activities of natural monopolies in order to prevent them from abusing their dominant position.
The Federal Law “On Advertising” is also aimed at the development of goods, labor, and services markets on the basis on principles of ethical competition. Unfair and untrustworthy advertisement is not allowed. These requirements are similar to limitations on unfair competition imposed by the law “On Protection of Competition”.
Antitrust attorneys advise on compliance with antitrust law, provide legal assistance on transaction clearance, and protect the clients’ interests during cases reviewed by the FAS of Russia and the courts.
The broad scope of antitrust regulation requires the attorneys to attain an ever-increasing degree of specialization in specific fields – transaction clearance, state procurement, anti-cartel case litigation, and advertisement. A new direction that is developing in Russia is antitrust compliance: companies, primarily major ones, seek the aid of antitrust attorneys to develop internal documents to ensure compliance with the requirements of antitrust law within said companies.
Since major companies and natural monopoly entities are concentrated in major Russian cities, antitrust attorneys conduct their practice primarily in Moscow, St. Petersburg, and Ekaterinburg. Generally, the largest law firms and attorney-at-law offices are the ones to develop antitrust practice.
Construction Law Definition
“Construction law” in Russia refers to the area of law that regulates legal relations on the land zoning, planning, architectural and building design, building, reconstruction, and capital repair. It is a complex field that is governed not only by federal law provision but also by state law.
At the federal level, this sphere is mostly governed by the Town Planning Code of the Russian Federation, as well as special federal laws.
Recent years have seen attempts to reduce the red tape in obtaining a construction permit such as simplified procedure for registration of rights to the objects of individual housing construction. At the same time there is a tendency to tightening of controls over activities on the acquiring finance from individuals for construction. The last amendments cover a large number of additional requirements to developers, including to insurance of civil liability, and also additional administrative liability.
Legal assistance in construction law is required in three practical fields: legal due diligence, legal support of contracts conclusion and performance, and representing the client's interests in disputes.
Lawyers help clients to navigate a broad variety of legal provisions at the federal and regional levels.
Construction lawyers can prepare expert reports on sophisticated issues related to the realization of investment projects, including a town-planning analysis which involves a research of town-planning activity limitations on the land plot and assessment of a feasibility of its development.
Construction lawyers provide a full range of legal services in structuring and support of investment transactions, including risk assessment and stratification, handling of investment legal relations.
Construction litigators are involved when disputes arise either through or after the construction process. Experts in this area provides services in representing the client's interests by resolution of disputes on real estate, engineering, construction and reconstruction issues, as well as investment disputes.
Corporate Governance & Compliance Practice
Corporate Governance & Compliance Practice Definition
Corporate governance covers a wide range of issues related to the control and direction of a company with the view to reach and maintain the optimal balance between the rights of investors and management team. It implies on-going mutual cooperation between the managing bodies and executives of a company and effective control over the management performance.
Corporate administration procures the balance of interests between minority and majority shareholders, leads to the transparency of the decision making process. It can be achieved via organization of a proper structure and composition of the managing bodies, establishment of an effective reporting system at all management levels, introduction of the internal control procedures, as well as elaboration of policies and rules for the approval and monitoring of certain operations and transactions.
Strong corporate governance contributes to the company’s capitalization: investments into legal entities with high corporate standards are less risky and investors are ready to pay premium for business if their interests are properly protected against abuses from the management or majority shareholders. Such companies are also more attractive for the lending institutions - they may accumulate lending capital at a lower cost.
Compliance system is an integral part of the corporate governance. Compliance officers permanently monitor the company’s operations and transactions and ensure that they are in line with the regulatory requirements, the resolutions of the corporate managing bodies, and the company’s covenants before investors, banks, and creditors. In public companies, compliance team checks the adhering to disclosure rules and listing requirements.
Only joint efforts and work of the shareholders, board members, management, in-house and external counsels allow for the creation of a solid corporate governance structure and compliance system. Lawyers specialized in this practice area shall be capable of elaborating the best standards tailored for the particular company. They shall also input to the effective system’s operation without hampering the ordinary course of business in the respective company. Finally, a legal counsel helps executives to prevent wrongdoing and to manage it adequately when it happens.
Corporate Law Definition
Corporate lawyers advise and assist their clients with regards to the formation of legal entities, their governance and operations, and the rights and obligations of, and relationships between, directors, shareholders, employees, and other stakeholders. Russian corporate law is contained in the Russian Civil Code and in specific corporate laws in respect of joint-stock companies and limited liability companies. Russian corporate law has significantly developed since its original adoption in the early 1990s. Now it offers many of the legal protections and mechanisms that are typically seen in developed Western jurisdictions. Recently, for example, the concept of an indemnity, previously unknown in Russian law governed affairs, has been introduced into Russian law.
Corporate law establishes the legal framework for the following:
• The formation of public and private legal entities, their registration, continued existence, and dissolution.
• Obligations to provide information to shareholders and the public, including the maintenance of public and private registers and other information.
• The adoption and amendment of articles of associations, charters, or other constitutional documents.
• Arrangements and agreements between shareholders, partners, and joint venture parties.
• Corporate governance systems according to which legal entities are controlled and managed, including the allocation of decision-making powers between a company's shareholders, its board of directors, and executive management.
• The rights and obligations of directors, mechanisms for the appointment and removal of directors, and the creation and operations of the board of directors and committees thereof.
• The processes for convening board meetings, and proposing and adopting board decisions.
• The rights and obligations of shareholders, the processes for convening shareholder meetings, and proposing and adopting shareholder decisions.
• The share structure, the number and class(es) of shares, and the rights attaching thereto. The increase and reduction of share or charter capital, including the creation of new shares and new classes of shares. The issuance of new shares, including by way of bonus issues, rights issues, and public and private placements.
• The process for proposing and approving of corporate restructurings, plans of arrangement, and corporate mergers.
• The rules relating to public and private takeovers.
Naturally, many aspects of Corporate law, as outlined above, are involved in other practice areas, including:
Mergers & Acquisitions – Mergers and acquisitions transactions involve the transfer of shares in a company. For transactions involving Russian companies, although the merger agreement or acquisition agreement will be a matter of contract law, the mechanisms for the transfer of the shares, the change of shareholders and directors, and corporate (board and shareholder) approvals by the companies involved are a matter of Russian corporate law.
Equity Capital Markets – The listing, trading, and/or placing of securities (including, shares, depository interests, warrants, and other convertible instruments) are a matter of the laws, rules, and regulations applicable where the relevant stock markets or trading platforms are located and/or the location of the investors. However, even where the stock exchange is non-Russian, where a Russian company is seeking a listing, Russian corporate law will govern, for example, the mechanisms by which the securities are created/issued, the rights attaching to the shares, the rules relating to the transfer and, if applicable, conversion of those securities.
Private Equity – Typically, private equity transactions involve private money held through a fund structure, being used to finance, or acquire a minority interest in, a private (non-public) company. In a private equity transaction involving the investment into a Russian company, although the investment and/or subscription documents may be governed by the laws of various jurisdictions, but Russian corporate law will apply, for example, in relation to the board and shareholder structure, the transfer or issuance of new shares, and shareholder rights.
Criminal Defense Definition
Criminal defense is a dynamically growing legal practice that mirrors all trends, issues, and controversies of Russian economy. The Criminal Code of 1996 was amended more than 200 times over the last 20 years, with multiple mass amnesties taking place. There are ongoing debates on toughening and liberalization of criminal law, decriminalization of particular acts, creating a special regime for entrepreneurs. In addition to traditional crimes against personhood, property, public order, and security, regulation on “white collar” crimes involving finance, taxes, and corruption is constantly developing.
Criminal sanctions are imposed for financial crimes such as falsification of financial documents, creation of pyramid schemes, housing construction fraud, and cartel forming. Investigation and prosecution of such cases are a landmark development in Russian practice.
In the political arena, two opposing trends are in conflict: liberalization of criminal law and decriminalization of acts that pose low public danger versus tightening of criminal prosecution. For instance, in 2012, entrepreneurial fraud, previously a felony, was reclassified as a medium-gravity crime with significantly mitigated sanctions. At the same time, regular fraud remained a felony with severe sanctions. In 2014, Russian Constitutional Court ruled that the mitigation of sanctions for entrepreneurs was unconstitutional.
Sanctions for crimes of corruption – giving and taking bribes, enabling bribery, and commercial graft – have been tightened. In 2011, these crimes became punishable by fines proportional to the amount of bribe. However, when courts started to issue fines in lieu of incarceration, many convicts were unable to pay such amounts, and by the end of 2013, incarceration was reintroduced. In 2015, fines for minor corruption crimes were reduced, yet confiscation of property was proposed as a punishment for more severe offenses.
Contemporary Russian criminal law also reflects the trend for greater state involvement in Russian economy. Since 2015, head managers of companies with state participation are subject to the same sanctions for misconduct as government or municipal officials.
New provisions in the Criminal Code and crimes in the economical domain can involve major companies with a large number of employees and managers, high volume of business, and significant scope of documentations. Attorneys handling these cases need to be experts in economics, finance, and civil law. Defense in ‘white collar crime’ cases increasingly demands the effort of an entire team of professionals comprising experts in multiple fields. Success in this area is no longer the purview of private practice counsels, but of the law firms that unite attorneys of various practices.
Customs and Excise Law
Customs and Excise Law Definition
This is the area of public law concerning movement of goods across the border. The customs law provides answers to the questions: what is the tariff and what bans and restrictions apply to goods when they are imported or exported? That is customs law in short. In broader terms, however, there are a series of details that should not be underestimated, all of them being equally important as they can all impact seriously on virtually any import-export operation.
These details are: customs valuation, tariff classification, certification of goods, licensing of commercial operations, sanitary, phytosanitary and veterinary rules, export controls, country of origin determination, customs procedures, and free trade agreements. This list is not exhaustive and professional advice is recommended on a case-by-case basis. Customs lawyers provide advice to help importers/exporters in complying with the customs rules and regulations when moving goods across the border.
At the same time, customs law overlaps to some extent with the white-collar crime field. That is why customs lawyers defend clients in criminal and administrative cases involving customs crimes, such as smuggling and tax evasion in customs and administrative cases, erroneous declaration of goods to the customs, and many other administrative customs offences.
Quite often, customs-related disputes arise between the customs authorities and importers/exporters. Customs lawyers may represent clients in relevant administrative proceedings, negotiations, or litigation. In addition, customs lawyers are administrative and regulatory attorneys who provide services to individual and corporate clients seeking advice about complex government laws, rules, regulations, procedures, permission, applications, or enforcement matters in connection with import and export operations.
Finally, customs law is closely related to trade law and customs lawyers may represent clients in classic trade cases relating to such matters as anti-dumping, countervailing, special duties and measures, export control, and other customs/tariff classifications and regulatory work.
These practice areas are open for nominations but are not yet included in our publications.
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