GBLP Commercial_eng

Commercial Law Practice

Goltsblat BLP is the Russian practice of Berwin Leighton Paisner (BLP),

an award-winning international law firm

The team’s strength is complemented by an ever-increasing profile in commercial law.Chambers Global

Commercial Law Practice

All businesses need to work with professional lawyers specialising in commercial law. The Goltsblat BLP/Berwin Leighton Paisner Commercial Law Practice includes over one hundred experienced lawyers working from our offices in Moscow, London, Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore.

Our numerous professionals, specialising in different branches of commercial law, and offices in different parts of the world enable us to cope with even the most complicated tasks, both in the Russian legal environment and abroad. When we have no presence in a country, we successfully implement projects by engaging reliable partners who we know from local law firms. We normally cooperate with several law firms in each country so, for a specific project, we are able to engage a firm that has the best track record in the given field of law.

A key feature of Goltsblat BLP’s Commercial Law Practice is the real commercial value our advice brings to our clients. This value is a result of interaction of our lawyers with our clients and our clients’ in-house lawyers as well as our lawyers’ specific industry focus on FMCG sector (primarily food and beverages, alcohol production and distribution), industrial production, retail, telecommunications and information technology, transportation, aviation, pharmaceuticals and medicine, finance and insurance.

We have considerable experience representing clients’ interests as their in-house legal department and providing training services to staff employed by our clients, as well as advising on matters requiring a multi-disciplinary approach involving specialists in different spheres of law. The Commercial Law Practice of Goltsblat BLP consists of lawyers specialising in all the high-demand branches of law: civil law, commercial law, international private law, tax law, public procurement, trade law, insurance, finance, etc.

Our firm prioritises continuous training for our employees and sharing of our accumulated experience with other offices of our wider international firm. This ensures that our clients obtain quality advice and timely information on business practices in different sectors of the economy.

Our services

• International sale of goods (import and export transactions)

• Cross-border logistics (freight-forwarding agreements, agreements on international goods carriage, storage)

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

• Agency, franchising and marketing (legal advice and contract negotiation)

• Relations with retail chains (building contractual relationships, participating in negotiations)

• All types of commercial contracts (drafting, tax analysis, assistance in concluding, amending or terminating contracts)

• Debt restructuring (structuring, minimizing credit and legal risks)

• Security interest transactions (surety, bank guarantee, pledge)

• Public procurement

• Concession agreements (comprehensive legal support)

• Finance lease (structuring, concluding, amending or terminating leasing contracts)

• Licensing/certification

• Internal policies, including anti-money laundering, anti-corruption rules

• E-commerce (online stores, electronic payment systems), mobile payments

• Games, lotteries and contests (documentation development and analysis, regulatory matters)

• Aircraft transactions (comprehensive legal support)

• Outsourcing

• Law drafting

• Insurance and re-insurance arrangements

Commercial Law Practice / 03

04 / Commercial Law Practice

DEBENHAMS RETAILS PLC

Setting up a distribution network for the British Debenhams Retails Plc retail chain in Russia. We proposed a supply chain for deliveries to Russia, reflecting the customs, tax, corporate and civil law aspects. We also assisted the client with legal support for conclusion of a relevant franchising agreement.

CASTORAMA

Developing a documentation system for sale of a set of materials for construction of ready-to-assemble country houses. We also assessed the seller’s risks in the event of any accidents occurring during assembly and use of the houses.

METRO CASH&CARRY LTD

Analysing a sample product supply contract with respect to compliance by certain of its provisions with antimonopoly laws. In addition to recommendations on mitigating antimonopoly risks, we also proposed arguments for use in discussions with the antimonopoly authority to justify that certain contractual provisions are lawful and comply with the law.

NEW LOOK

Legal support for a transaction involving the supply to Russia and distribution through network retailers of products under the New Look brand. We also arranged for legal protection of the owner’s rights to the New Look trademark in Russia.

LOYALTY PARTNERS VOSTOK

Advising on the risks associated with implementing the Malina discount programme. We provided recommendations on the structure of contractual relations between the programme organiser, agents and participants and advised on recommended programme conditions.

TESCO

Advised on all aspects of trading law, compliance issues including food safety, health and safety, labelling and advertising. Campaign advice includes liaising with regulatory and court authorities, and attending PACE.

Below we list selected recent projects handled by associates of Goltsblat BLP/ Berwin Leighton Paisner:

Retail:


BARILLA

Assisting in concluding an agreement on organising production in Russia, jointly with a Russian partner, of foodstuffs under the Barilla trade mark and developing a model distribution agreement to assist the company’s operations on the Russian market.

KRONOSPAN

Legal due diligence of the company’s operations to determine whether the company holds all the permits, licences, certificates and other requisite documentation for doing business.

MARS, BENQ, J&J, NIKE AND OTHER LEADING FMCG

MANUFACTURERS

Development of Russia -wide distribution systems. We drafted or analysed draft distribution agreements, provisions on incentive systems and payment of rebates, paperwork systems, etc.

CRIS CONF S.P.A.

Сomprehensive legal support of Cris Conf S.p.A., one of the major Italian clothes manufacturer and brandholder of Pinko and ToyG, in the acquisition of the Russian Pinko business (several stores in Moscow and Saint-Petersburg, personnel and stock) from a Russian partner.

A LEADING INTERNATIONAL MANUFACTURER OF

INDUSTRIAL EQUIPMENT

Assisting with localising standard international contracts (supply, erection and installation of industrial machinery, after-sale and warranty service, etc) and adapting the standard contracts to Russian legislative requirements.

Manufacturing and Wholesale:

A client describes the firm as “a knowledgeable company” and says they don’t work with other firms in Moscow now.’IFLR1000 2014

PHILIPS

Our specialists provided support on the legal structuring of online sales, compliance with consumer protection law and advertising in creating and operating its corporate online store.

MARS

For a long time now, we have been acting as in-house legal counsel for Mars, Inc. in Russia. We provide immediate legal support for all business projects and transactions with product consumers undertaken by the corporation.


CISCO CAPITAL

Development of model lease documentation. We also developed and implemented documentation supporting supplies of products under the “Cisco” brand to holders of natural monopolies using quasi-lease schemes.

YANDEX.MONEY

Structuring contractual ties for implementing the Yandex.Money online payment system. We also analysed regulatory aspects and recommended ways to minimise legal exposure for the payment system’s organiser.

Telecommunications / Information Technology:

MOSTELECOM

Prepared a legal opinion on leasing cable television networks, concluding contracts with subscribers, and licence aspects of cablecasting.

AMAZON

Advised on the impact of EU e-commerce regulations and international instruments on its UK operations.

MOTOROLA

Legal support for a company’s transaction to supply radio equipment and render related services to a Russian purchaser.

TOMTOM

Advising on organising sales in Russia through the firm’s representative office. We performed various tasks involved in setting up the representative office, preparing contractual documentation and advising on laws regulating to the use of navigation systems in Russia, advertising, antimonopoly and intellectual property law.

ERICSSON

Comprehensive legal support for the Russian part of the global acquisition of Marconi Corporation by Ericsson. The deal involved sale of Russian assets of the company.


TOYOTA GB

Acted for Toyota GB in connection with establishment of its Sponsored Operator Scheme and the funding of a series of acquisitions by individual operators under the scheme.

Advised on the outsourcing of its customer contact centre to The Listening Company and customer satisfaction surveys to GfK NOP.

NISSAN

Advising on the importation and sale of Euro-2 environmental class cars after 1 January 2008, customs duties and other legal business matters.

Participated in business restructuring process in Russia and advised the client on legal procedure and risks connected with cession of rights under various existing agreements.

BRUNSWICK RAIL LEASING

Due diligence of lease agreements and elaboration of an opinion on contractual risks.

Transportation, Motor and Aircraft Industry:

VOLKSWAGEN

Assistance in developing the agency arrangements between Volkswagen and various Russian regional service centres for marketing events, training, etc.

CATERPILLAR

Drafting model dealer documentation for Caterpillar in Russia. We also assisted the client in developing a structure for returns by dealers of used spares of Caterpillar machinery for their exportation from Russia and re-manufacturing into new replacement parts.

AIR CHARTER SERVICES

Advising on various routine civil and corporate law issues and taxation aspects. We developed model contracts for the aircraft broker and performed tax due diligence of deals concluded.

TRANSAERO AIRLINES

Advising on the possibilities and implications of withdrawing from lease agreements for Tu-214 aircrafts.



ASTRAZENECA

Analysing the company’s global internal marketing policy and their model distribution agreement to verify compliance with Russian legislation.

A MAJOR GLOBAL PRODUCER OF MEDICAL DEVICES AND

EQUIPMENT

Providing complex legal support in connection with the client’s participation in state procurement procedures and modifying a standard international distribution/service contract in view of the provisions of Russian laws.

RUSSIAN MEDICATION PRODUCER

Legal due diligence of the business operations targeted for acquisition by a foreign pharmaceutical company. Our client refrained from closing the deal owing to the regulatory and other risks we had identified.

AGFA HEALTHCARE

Advised on a contract with Nuffield Hospitals for the provision, integration and support of a group of systems including Picture Archiving Communication System (PACS), Radiology Information System (RIS), Computer Radiography (CR), Master Patient Index and Enterprise Application Integration tools.

Pharmaceutical and Medical Business:

PFIZER INTERNATIONAL LLC

Advising on liaising with the antimonopoly authorities in connection with a request sent to the company by the latter for information.


LLOYD’S

We are advising Lloyd’s and company markets regarding reinsurances of professional indemnity insurers of Split Capital Trusts.

Acting for the managing agents of a Lloyd’s Syndicate concerning issues arising from finite risk reinsurances. In addition to advising the agents, dealing with regulatory issues and the role of outside professionals.

THE ROYAL BANK OF SCOTLAND PLC

We act for The Royal Bank of Scotland Plc Specialised Lending Services on a variety of restructuring and insolvency projects across a range of industries, including insurance, financial services, property investment and IT/telecoms.

Finance and Insurance:

Clients are impressed with the firm’s ability to effectively blend domestic expertise with international nous, further highlighting the firm’s willingness and ability to accommodate Western business needs while still offering deep insight into Russian legal structures.Chambers Europe Awards for Excellence 2014

Commercial Law Practice Contacts


Andrey GoltsblatManaging Partner of Goltsblat BLP, Senior Partner Corporate, M&A and Investment Projects [email protected].: 8 495 287 44 44

Nikolay VoznesenskiyPartner, Head of Competition Practice, PhD. [email protected] T.: 8 495 287 44 44

Vladislav VdovinHead of Group, [email protected].: 8 495 287 44 44

Abbott LaboratoriesAker SolutionsAlcoaAlfa Laval PotokAlfa-BankAmgenAstraZenecaAurubis AGBaker HugesBarclays BankBASFBrunswick Rail Leasing20th Century FoxCaterpillar FinancialChelyabinsk Pipe Rolling PlantChina Development BankChryslerCoca-ColaCovidienDanoneDellDeutsche Bank AGEBRDEfesEstee LauderEurocement GroupFerronordic MachinesFleming Family & PartnersFreight OneGE EnergyGeely International CorporationGeneral MotorsGuardianHals DevelopmentImmofinanz AGING BankInter RAOJaguar Land RoverJapan Bank for International Cooperation (JBIC)Johnson & JohnsonKimberly-ClarkKomatsuKronospanKvaernerLafargeLG International Corp.3M RussiaMagna InternationalMail.ruMarsMasterCard Member AssociationMcAfeeMerckMetinvest EurasiaMetro Cash&Carry RussiaMitsubishi ElectricMitsubishi Motors CorporationMotion Picture Association of America (MPAA)NALCO / EcolabNichia CorporationNikeNIS GLONASS ( Navigation Information Systems)Nissan RussiaNokia Siemens NetworksNord Stream AGNorth Caucasus Development CorporationNovatekOriflameOtkritie BankPanasonicPeugeot Citroen RusPhilipsProcter & GambleRaven RussiaRBK MoneyReckitt BenckiserReiffeisenbankRolfRoyal CaninRusHydroRUSNANORussian Platinum GroupSandozSanofi-AventisSberbankScaniaSchlumbergerScott Fetzer CompanyShellSheremetievo International AirportSiburSick AGSkolkovoSouth Stream Transport B.VSUEK (Siberian Coal Energy Company)Sukhoi CompanyTESCO CorporationTEVATommy HilfigerTransnefteproductUBS AGUnicredit BankUnilever RusUnited Grain Company (OZK)United Metallurgical Company (OMK)Universal Pictures RusUralkaliVimpelComVolkswagen GroupVTB CapitalWarner Bros. EntertainmentX5 Retail Group

• Goltsblat BLP is the Russian practice of Berwin Leighton Paisner (BLP), an award-winning international law firm headquartered in London and with offices operating in major commercial and financial centres throughout the world - Moscow, Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore.

• More than 100 Russian, English and US-qualified lawyers permanently based in Moscow, the total number of lawyers in all international offices of BLP being over 800.

• Over 1300 clients, including: major multinational investors operating in Russia, including 37 Fortune 500 clients, Russian and international banks & financial institutions, and Russian corporates - leaders on the national markets.

• Transactional support for inbound and outbound investments by Russian and international clients.

• Highly reputable local team well-known on the market for its excellent local experience of total legal advice for major Russian businesses and international investors gained over 20 years - from complex/multi-jurisdictional projects to day-to-day operational legal support.

• Goltsblat BLP is consistently ranked highly / recommended by The Legal 500, Chambers & Partners, IFLR1000, Best Lawyers and Vedomosti.

• Globally, the firm’s broad-based expertise reaches across more than 50 legal disciplines and 20 industry sectors.

• In Moscow, the firm’s key practice areas are:

• Corporate/ M&A

• Banking & Finance

• Real Estate & Construction

• Dispute Resolution

• Tax & Customs

• Commercial

• Compliance

• Competition & Antitrust

• Employment, Pensions & Benefits

• IP

• Goltsblat BLP is the winner of: Russia Law Firm of the Year – Chambers Europe Awards 2015; International Law Firm of the Year (Europe) – The Lawyer European Awards 2014; Client Service Law Firm of the Year – Chambers Europe Awards for Excellence 2014; International Office of the Year – The Legal Business Awards 2010 (Legal 500); Best Client Service – Chambers Europe Awards for Excellence 2010; Best Law Firm in Russia – ILO Client Choice Awards 2010.

• Goltsblat BLP is shortlisted for: International Law Firm of the Year – The Lawyer European Awards 2015 and Legal Business Awards 2015 (Legal 500); Innovation in International Expansion 2011 – Financial Times Innovative Lawyer Awards 2011.

• According to ranking by Vedomosti based on Best Lawyers 2014-2015 research, Goltsblat BLP is 4th in the top-10 leading international law firms in Russia.

• According to national ranking by Kommersant.ru Goltsblat BLP was named the 3d largest law firm in Russia in 2015.

• BLP is the winner of, in total, 5 Law Firm of the Year awards and over 30 industry awards in the last few years, including The Most Innovative Client Service Award (Managing Partner Forum (MPF) Awards for Management Excellence 2015), UK Law Firm of the Year 2010 awards by both The Lawyer and Legal Week, Managing Partner of the Year, Real Estate Law Firm of the Year, Best Tax Team in a Law Firm, Planning Team of the Year, PFI/Projects Team of the Year, and Finance Team of the Year and others.

* All names are disclosed with the clients’ permission

Key facts about Goltsblat BLP:GBLP representative client list*

Excellent industry knowledge and business acumen. Great local and international knowledge.

Chambers Europe 2015

The Russian practice of Berwin Leighton Paisner (BLP)

European Awards2014

International Law Firm of the Year

Winner

MOSCOW

Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1 Moscow 123100, Russia Tel.: +7 495 287 44 44 Fax: +7 495 287 44 45 Email: [email protected]

www.gblplaw.com

LONDON

Adelaide House London Bridge, London EC4R 9HA United Kingdom Tel.: +44 (0) 20 7760 1000 Fax: +44 (0) 20 7760 1111 Email: [email protected]

www.blplaw.com

GBLP Commercial_eng

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