RUS
Law firm
 |
Westside Advisors |
| Offices |
“The Yard” Business Centre, Office 303 at No.11, bld.1, 1st Magistralnyi tupik, Moscow 123290, Russia phone: +7(499) 608-06-01 fax: +7(499)608 06 01 |
Overview
The Westside Advisors law firm is one of few Russian law firms practicing business law at the highest level of international standards.
The firm’s basic areas of focus are corporate and entrepreneurial law, legal support for foreign investment in Russia, M&A and real estate transactions, support for project financing and provision of legal services in the area of corporate finance.
Our lawyers have accumulated vast experience in resolving commercial disputes. We look after our clients’ interests in court or at international arbitration tribunals in Russia as well as overseas.
Westside Advisors is a member of The Law Firm Network (LFN) which is a collection of law firms with irreproachable reputations, specialising in the provision of legal services to the business. LFN combines international professional standards with unique experience of work of its members in their national jurisdictions. We resolve complex tasks containing foreign components for our clients with the aid of our partners in more than 40 jurisdictions, including most European countries, the US and Canada, Latin America, Africa and the Middle East.
We have established direct contact with service providers in favourable tax jurisdictions and can consequently provide practical implementation and qualified support for the client’s international business framework with respect to tax optimisation.
Our firm’s multiple years of experience in many different areas of law, highly qualified lawyers and upholding of professional and ethical standards guarantee reliable legal protection for our clients.
Services
SERVICES
Basic service types which the firm offers are set out in this section.
The founding principles of our work in providing legal services are: high quality, competency, efficiency and confidentiality.
We dedicate particular attention to individual solutions for each of our clients. In working with us clients can expect efficient solutions for any legal matter.
Ì&A deals
Westside Advisors has accumulated exceptional experience in the sphere of legal support for merger and acquisition transactions (purchase/sale of businesses) including structures in several jurisdictions.
With the aid of our colleagues from The Law Firm Network we have the ability to form a team of professionals for each project who will work as a unit and be able to provide a service which is of a high international standard.
The firm’s partners have represented their clients’ interests in commercial negotiations with contracting parties for sale or acquisition of businesses, achieving the best possible price and payment arrangements for a transaction.
Services offered:
Carrying out legal due diligence for assets to be sold or acquired;
Highlighting transaction legal risks and proposing suggestions for their mitigation;
Legal structuring for M&A transactions ;
Drafting of M&A transaction documents including: letters of intent, exclusivity and confidentiality agreements, agreements for the purchase and sale of shares and assets, conditions of escrow agreements, agreements on a party’s post-closing obligations etc.
Organisation of payment between parties. Creating payment infrastructure and aiding clients to open overseas bank accounts;
Follow-up support for investment.
Foreign investment in Russia
Westside Advisors provides support to foreign investment projects in Russia. This area of focus is a priority for the firm.
Services offered:
Creation of joint venture companies with the participation of foreign investors in Russia and overseas;
Accreditation of affiliate firms and representative offices of foreign companies in the RF;
Structuring and support of venture and investment transactions;
Aiding foreign investors in locating attractive investment sectors and activities for investment in the RF;
Setting up relations between foreign investors and their Russian partners, with the aim of minimising investment risks, guaranteeing investment return and observation of the investors’ rights as shareholders.
Follow-up support for investment.
Corporate practice
Westside Advisors provides a full range of services for corporate legal support.
We provide advice regarding corporate issues within Russia as well as for trans-national projects.
Services offered:
Incorporation of legal entities of various legal or organisational forms (commercial or non-commercial);
Incorporation of international companies in favourable tax jurisdictions;
Drafting of company corporate documents;
Preparation and carrying out of general meeting of shareholders/participants, drafting of corporate resolutions;
Corporate governance;
Assistance for obtaining effective shareholder control over a business;
Provision of a company’s legal defence from hostile takeovers;
Development of shareholder agreement, advice for selecting a jurisdiction for structuring relationships between shareholders;
Legal support for reorganisation, liquidation and company bankruptcy.
Legal support to business
Westside Advisors can advise its clients on all aspects of business activities.
Services offered:
Development and analysis of company contracts, conducting of negotiations with the client’s counterparts;
Legal review of a company’s existing contractual structure;
Preparation of legal opinions according to various aspects of an enterprise’s economic activities;
Overall day-to-day legal support of the business (outsourcing).
Legal structuring for businesses
Business owners often turn to legal consultants when corporate conflicts, lengthy litigations or economic instability arise at a point when the possibility for certain courses of legal action has already passed. Such developments can be prevented with timely recourse to specialists in the legal field.
It pays to properly structure your business from the outset, taking steps to ensure its legally sound formation and provision for legal safety.
As a result restructuring will not only defend the client’s business but also increase its value, facilitating and reducing the cost of financing as well as allowing shareholders to get a maximum return in the future.
Westside Advisors offers a wide range of legal services to its clients for structural business optimisation with various aims.
Services offered:
Recommendation for choosing an optimum legal pattern for business management, distribution of assets in the framework of a holding company for minimising tax liabilities and increasing management efficiency.
Restructuring of a client’s existing business with the aim of increasing its value for subsequent sale at maximum price;
Corporate restructuring with the aim of transferring non-core business assets to different legal entities;
Preparation of a company for the entry of the strategic equity or debt financing investor;
Support for bank and project financing transactions.
Dispute resolution
The resolution of disputes between commercial organisations is one of our firm’s priority areas of practice. Westside Advisors offers effective methods of commercial dispute resolution to its clients both in and out of court.
Services offered:
Representation of client interests in courts, commercial (special jurisdiction) courts and arbitration tribunals, both ad hoc and institutional;
Representation of client interests at international commercial tribunals in Russia and overseas, including:
The International Commercial Arbitration Court of the Russian Federation’s Commerce and Industry Chamber (ICAC);
The London Court of International Arbitration;
The Arbitration Institute of the Stockholm Chamber of Commerce;
Involvement in court proceedings protecting the client’s rights in courts of foreign jurisdictions;
Defence of constitutional civil rights of individuals and organisations in accordance with constitutional rules of procedure;
Organisation and conducting of effective enforcement of the court judgments in Russia;
Recognition and enforcement of the international arbitral awards and foreign court judgments in Russia;
Mediation in commercial disputes. The firm’s Managing Partner, S. Vodolagin, has unique experience in promoting achievement of compromise between the parties involved in a dispute in a fair and lawful manner, taking their economic interests into account.
Real estate
Westside Advisors has wide experience in the field of commercial real estate. The firm’s lawyers have gained advanced knowledge of legal support of projects concerning office, commerce, warehouse and industrial real estate as well as experience at all stages of capital construction and development. As a result we are able to help our clients to make good investments in real estate and prevent them from financial losses.
The firm also has vast litigation experience relating to the defence and protection of property rights and other proprietary rights including vindication, negatory action and action concerning the recognition and acknowledgement of rights in relation to real estate assets.
Services offered:
Legal due diligence for real estate assets;
Highlighting and assessment of risks in relation to commercial real estate title;
Structuring and support for real estate and land transactions (purchase and sale, lease, mortgage and others);
Legal support for capital construction and development;
Legal processing for real estate investment projects including support of joint venture transactions, investment agreements, contracts for construction participation etc.;
Privatisation.
Antimonopoly legislation
Westside Advisors offers legal services in the area of Russian antimonopoly legislation.
Analysis of contracts to determine compliance with antimonopoly legislation;
Obtaining of prior clearances of the antimonopoly body or submission of a subsequent notification to the antimonopoly body concerning the transactions falling within the scope of the Russian law on competition;
Risk analysis of possible liability of a company in the case of the infringement of the requirements of Russian competition legislation;
Advice in the area of government procurement, preparation of documents for tender submission, appeals against tender results.
Intellectual property
The importance of intellectual property in running a successful business constantly grows. Correct and timely registration of IP rights has a direct influence on a company’s capitalisation and gives significant advantages in competitive struggles as well as allowing defence of the company from unfair competition on the part of the “free riders”.
Westside Advisors offers services to protect its clients’ IP rights.
Services offered:
Trademark registration;
Patenting of inventions, utility models and commercial prototypes;
Development and public registration of contracts for the transfer and use of intellectual property asset rights (licensing agreements, agreements on the transfer and ownership of intellectual property rights);
Development and registration of franchising agreements;
Contracts on the transfer of know-how;
Conducting of patent searches and research;
Conducting and evaluation of searches for identical trademarks;
Legal protection of intellectual property including: trademark defence, patent disputes, and unfair competition;
Advice on the use of intellectual property rights with the aim of optimising tax liabilities;
Defence of author’s and associated rights.
From our practice
Some of our completed projects are listed in this section:
Legal support for foreign investments
Legal support for the acquisition of a series of commercial assets in Moscow by Danish investment fund Baltic Property Trust (trade and business centres).
Setting up relations between strategic foreign investors entering the business at 60% and shareholders retaining 40% of the business, where the 40% shareholder retained control over the company’s operative activities. Development of an Agreement between shareholders fixing the order of payment for the strategic investor’s share in the business using a leading Swiss bank as escrow agent. Organisation of the transaction closing.
Representation of interests of American businessmen as complainants of fraud against their Russian partners in a timber processing business in Russia. The Russian partner was convicted by a verdict of the court and part of the investment was returned.
Representation of an American client – venture investor in Russia – at the Constitutional Court of the Russian Federation. The Court rendered one of its milestone judgments, declaring an article of the Russian Bankruptcy law contrary to the Russian Constitution, based on the provisions of the European Convention on the Protection of Human Rights and Fundamental Freedoms of 1950. The judgment dated 2000 is still often cited by the lawyers and academics.
Real estate construction and development
Acquisition of a large (60 mln. USD worth) retail property in the centre of Moscow, including creation of the deal structure, settlement of accounts and subsequent legal support of the buyer’s activities.
Advice to a large Russian logistics company on the conclusion of long-term leasing transactions for warehousing in the Moscow region.
Termination of a preliminary lease contract for commercial real estate between our client and “DS Invest” JSC (Don Stroy). Recovery of the security deposit paid in advance (USD 1mln) and fine for breach of contract conditions. A fine was imposed at 100% of the total of the security deposit.
Intellectual property
Legal support for the Comedy Club production company on initial start up of its entertainment show including registration of the Comedy Club trademark with the Russian Agency for Patents and Trademarks, development of author’s agreements with parties concerned, agreements with television channels etc.
Legal support with the aid of our American colleagues for registration of the Narzan (popular Russian brand of mineral water) trademark in the US. Successful contesting of an initial refusal by American patent authorities to register the trademark.
Registration of the Russian Birch trademark in Russia and the US for a major Russian timber producing business.
