Legal Services

• M&A transactions (both in Russia and abroad)
  • Legal due diligence
  • Drafting transaction documents (sale and purchase agreements, options, letters of intent, etc.)
  • Representing the client’s interests in negotiations with counterparties
  • Support in obtaining permits/approvals from state bodies (the Federal Antimonopoly Service, Governmental Commission etc.)
• Joint ventures (JV)
  • Support in developing a JV structure
  • Support in forming and registering a JV
  • Drafting all required JV documents 
  • Representing the client’s interests in negotiations with counterparties
  • Support in obtaining permits/approvals from state bodies (the Federal Antimonopoly Service, Governmental Commission, etc.)
•   Corporate restructurings
  • Developing a restructuring plan and a risk matrix (including for purposes of raising external finance)
  • Support for reorganization, redomiciliation, liquidation, change in share capital and other procedures

• Comprehensive support in registering, protecting and managing IP rights
• Analyzing the latest trends and developing a relevant service offering for clients
• Implementing innovative automated solutions
• Comprehensive turnkey services, including:
  • Developing and implementing brand protection strategies, including registration of non-standard trademarks
  • Implementing an IP management system, including identification and diagnostics of IP rights
  • IP due diligence, including compliance with open-source software licenses

• Ongoing advice on various employment law issues, including in the course of corporate restructuring and reorganization
• Developing internal regulations and other documentation
• Support for layoff procedures
• Comprehensive review of employment documents for compliance with employment law
• Support (including  court representation) in disputes between an employer and an employee
• Dealing with state bodies, employees and trade unions and protecting clients’ interests during audits by state bodies

We support our clients’ interests and provide the following services:

• Preparing overviews of current sanctions and clarifying individual aspects of sanction laws
• Analyzing the risks of dealing with counterparties and providing recommendations to mitigate such risks
• Identifying sanction risks in a particular business area
• Preparing a legal opinion (with the involvement of lawyers from jurisdictions that have imposed sanctions)
• Analyzing contracts for sanction risks
• Advising on structuring contractual and corporate relations without the aim of circumventing sanctions
• Checking whether a counterparty is subject to sanctions
• Preparing requests to be filed with sanctions authorities

We provide legal services to both public and private partners in PPP projects, lenders, operators and general contractors:

• Developing organizational and legal models
• Drafting concession and PPP/MPP agreements
• Drafting bid documentation for concession and PPP tenders 
• Drafting proposals for implementing projects on the basis of private initiative
• Assisting with negotiations with key stakeholders at all project stages
• Drafting other related documents, including corporate documents, direct agreements with lenders and agreements with operators and contractors

B1 specialists have extensive expertise with Russian and international laws on real estate, construction and investments. 

B1 provides comprehensive legal support for all real estate and construction issues:

• Structuring and full support for real estate transactions
• Investments in real estate and financing
• Construction and EPC (engineering, procurement and construction)
• Structuring construction projects
• Greenfield and brownfield development
• Legal due diligence of land, buildings and premises
• Support for lease transactions
• Private equity funds and other investment funds operating in the construction industry
• Regulatory compliance
• Assistance with registration of ownership and other proprietary rights to real estate
• Mortgage loans
• Assisting with projects’ documentation

Our team provides comprehensive legal support to hospitality clients:

• Legal due diligence of real estate and investments
• Structuring and preparing management agreements
• Defending hotels’ interests in lawsuits
• Commercial issues
• Licensing issues
• Use of trademarks
• Employment law matters

• Product localization
• Analyzing the product range and documenting the production technology
• Legal support in concluding/amending SPIC 1.0 and SPIC 2.0 
• Analyzing the legal possibility of implementing restructuring/optimization scenarios in Russia, taking into account current sanctions and counter-sanctions
• Assisting with application for state support measures 

B1 lawyers provide a full range of legal services in the financial and banking industry, including the following:

• Banking and insurance activities and other financial services
• Professional activities on the securities market

We advise on a wide range of regulatory issues, including:

• Establishing a legal presence for financial institutions in Russia and the CIS
• Liaison with the Central Bank and obtaining business licenses and transaction permits

Our team provides support for transactions such as:

• Debt financing
• Debt restructuring and refinancing
• Securities offerings
• Transactions with derivatives
• Transactions with shares, interests and assets of companies in the financial sector
• Transactions with foreign securities and derivatives

B1 has built a team of experts who help implement infrastructure and PPP projects in the following areas:

• IP/IT
• Transportation (roads, highway maintenance, airports, ports, railways)
• Social infrastructure (educational institutions, courts, prisons and social services)
• Health care
• Power engineering and renewable energy
• Waste and wastewater treatment
• PPP secondary market (selling a project, amending an agreement, disputes, etc.)

• Annual surveys of Russia’s pharmaceutical industry
• Legal advice and support for:
  • Corporate law and M&A transactions
  • Commercial operations
  • Compliance
  • IP management
  • IT 

Why B1 Legal:

• A team of highly qualified professionals
• Memberships in associations and committees:
  • American Chamber of Commerce in Russia – the Health Care Committee
  • Foreign Investment Advisory Council – the Health Care and Pharmaceutical Industry Working Group and the Localization and Regional Development Working Group
  • Russian Chamber of Commerce and Industry – the Committee on Entrepreneurship in Health Care and the Medical Industry

Comprehensive turnkey legal services, including:

• Full support for sale and purchase transactions involving oil & gas and mining companies: transaction structuring, due diligence and preparation of binding legal transaction documentation
• Advice on various aspects of compliance and voluntary carbon markets, including the Carbon Border Adjustment Mechanism (CBAM)
• Developing structuring options for energy supply
• Advice on the creation of energy infrastructure facilities
• Advice on subsoil use regulation (concession agreements, licensing considerations, antitrust considerations, use of mining waste)
• Legal due diligence and understanding the power engineering business (including power suppliers, grid companies and power retailers)

B1 assists a wide range of clients with various issues related to real estate and construction:

• Advising developers on the purchase of rights to real properties in greenfield and brownfield development, including legal due diligence of properties to be purchased
• Advising the sellers of real properties, including vendor due diligence, preparation of tender documentation and support for asset disposal transactions
• Advising investment funds on the purchase of rights to real properties, including transaction structuring and support
• Advising developers and contractors on construction and EPC (engineering, procurement and construction)
• Advising and representing the interests of lessors and lessees in leases of trade, office and production premises

B1 represents the interests of hospitality clients:

• Advising hotel operators on asset reviews, including legal due diligence of real properties
• Representing the interests of rights holders and hotel operators when negotiating a contract with an operator

We help clients comply with all regulatory requirements. Our professionals provide legal support in the following areas:

• Corporate and commercial law
• M&A transactions, JVs, venture capital/growth capital, direct investments
• Labor law and labor relations
• Protecting personal data (confidentiality statements, personal communications/social media, targeted marketing/advertising, big data analytics, consent to use personal data)
• Bank and other financing
• Antitrust law, including licensing arrangements, JV formation and noncompetition agreements
• Dispute resolution
• Broadcasting standards/regulatory requirements
• Compliance with e-commerce law (consumer protection, etc.)
• Licensing/sales and other forms of alienation of IP rights
• IP due diligence and data confirmation
• Legal protection: websites, content and technologies, including digital solutions
• Digital technologies: regulatory requirements, e-commerce, IP and blockchain

Deep understanding and effective resolution of key industry issues, including:

• Structuring private asset ownership by means of various legal mechanisms
• Succession planning (trusts, funds, personal funds, wills, etc.)
• Family law (prenuptial agreements and separation of assets)
• Advice on currency control 

• Analyzing corporate documents (charter, management body regulations, corporate resolutions, etc.) for compliance with current law and consistency with the client’s goals and objectives
• Drafting corporate documents
• Amending corporate documents
• Convening meetings of a legal entity’s management bodies (general members’/shareholders’ meetings, meetings of the board of directors)
• Preparing documents required to hold meetings of the legal entity’s management bodies
• Preparing documents related to decisions made by the legal entity’s management bodies (draft minutes, draft resolutions)
• Drafting powers of attorney on behalf of the legal entity
• Maintaining, storing and updating corporate books and other documents required by law (a minute book, list of participants, information on beneficial owners, list of affiliates, etc.)
• Communication with the notary on the performance of notarial actions, including prior approval of the list and content of documents, arrangement of a visit to the notary and performance of notarial actions under power of attorney.
• Communication with the registrar on the maintenance of the shareholder register and other corporate governance matters, including approval of the list and content of documents, submitting requests for amendments to the register and obtaining extracts
• Communication with other parties (the lessor, archive agency, management company, etc.) on whom the client’s compliance with corporate law depends
• Communication with the state registration authority on amendments to the Unified State Register of Legal Entities and other state registers, including legal support for registration formalities
• Legal support in opening and winding up separate business units, branches and representative offices in the Russian Federation
• Legal support in amending material information on separate business units, branches and representative offices in the Russian Federation (information on the chief executive, legal address, etc.)
• Tracking state bodies’ audits and requests and ensuring compliance with deadlines and procedures established by law for responding to audits and requests
• Legal support in complying with the disclosure requirement
• Analyzing documents related to corporate law violations identified by authorized bodies, developing a position and challenging decisions to impose liability
• Advice on corporate law requirements and corporate procedures

We help clients comply with regulatory requirements. Our professionals provide legal support in the following areas:

• Comprehensive legal support for the formation and liquidation of subsidiaries in countries with complex regulatory requirements
• Developing complex financial structures and related legal support
• Leasing vehicles and equipment
• Overseas transactions abroad

We successfully defend our clients’ interests in:

• State courts of general jurisdiction
• State arbitration courts
• Commercial arbitration tribunals

We successfully mediate commercial and labor disputes involving our clients in pre-trial negotiations and at any stage of proceedings in state courts and commercial arbitration tribunals.

We have extensive and successful experience of representation and mediation in a wide range of disputes:

• Shareholder/corporate disputes
• Disputes related to overdue debt collection and other penalties for untimely performance of obligations
• Enforcement of injunction and interim reliefs
• Bankruptcy proceedings for insolvent debtors
• Employment disputes
• Disputes related to consumer rights protection
• Disputes related to the inadequate quality of products/equipment supplied, work performed or services provided