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Corporate Law

VEDA’s services in the area of corporate relations covers all the key aspects of application of Russian corporate law, including support of M&A transactions or corporate events and resolution of corporate disputes.

Key Subjects:

Establishing a Company and Corporate Structuring

  • Advising on choosing a most suitable legal status (LLC, JSC, etc.), taxation system and corporate structure for a business (creating a board of directors, appointing a managing company, and using shareholders’ agreements and options).
  • Preparing a complete set of constituent, corporate and registration documents, including the charter, minutes of shareholders or members general meetings, and any bylaws concerning trade secrets, personal data protection and liability of employees, etc.
  • Building a holding structure depending on the specific goals and terms of a business (protection of assets and intellectual properties, tax optimisation and building strong contractual relations with counterparties).
  • Providing support in formal incorporation, including notarisation of applications and constituent documents, opening bank accounts, and making all and any filings with tax authorities and social funds.

Supporting M&A Transactions

We offer the complete range of due diligence services with respect of a company and its assets, including analysis and identification of risks related to:

  • The company’s corporate structure, including its branches and representative offices.
  • Rights in capital assets (real estate, equipment, etc.).
  • Rights in intangible assets and intellectual properties (trademarks, licences, etc.).
  • Commercial/contractual and foreign-economic activities.
  • Rights in shares in other business entities.
  • Employment relations.
  • Accounts payable and receivable.
  • Current and potential judicial proceedings.
  • Other issues.

We will structure your transaction in accordance with the applicable Russian or foreign laws.

We will prepare any documents as may be required for your transaction under Russian and foreign laws (such as term sheets, agreements of intent, share purchase agreements, shareholders agreements, non-disclosure agreements, etc.).

And we will assist you in holding negotiations, following the applicable registration procedures and meeting the applicable regulatory requirements.

Resolving Corporate Disputes

VEDA’s commercial litigators have extensive experience in successfully pursuing corporate lawsuits and are willing to provide professional support to the company’s owners/beneficiaries in the following areas:

  • Return of illegally disposed shares.
  • Challenging illegal decisions made by a company’s managers (including its general shareholders or members meeting, board of directors, managing board and general director).
  • Infringement of pre-emptive rights to purchase shares.
  • Challenging asset-stripping and other transactions worsening a company’s financial condition.
  • Appealing against a company’s decision to issue/offer securities (such as shares and bonds).
  • Infringement of the right to participate in a company’s meetings.
  • Infringement of the right to get acquainted with a company’s internal documents.
  • Violation of the applicable dividend payment rules and procedures.
  • Challenging large-scale transactions or any change in the board of directors or of the general director of a company.
  • Challenging any illegal change in the composition of a company’s shareholders or members or in its record in the Unified State Register of Legal Entities and/or shareholders register.

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