Working hours: Mon. - Fri. 9.00 - 18.00
Lawyers in the field of M&A transactions and Russian corporate law
⦿ Corporate structuring
⦿ Structuring of investment
⦿ Legal due diligence
⦿ Support of corporate disputes
How can an M&A and corporate law lawyer help?
Structuring of M&A and MBO transactions
Redomiciliation of companies in special administrative regions in the territory of the Russian Federation
Support for the purchase and sale of businesses, shares, and assets
Development of corporate contracts and agreements
Legal due diligence of companies
Development of option agreements and management motivation system
Support for the purchase and sale of businesses, shares, and assets
Development of corporate contracts and agreements
Legal due diligence of companies
Development of option agreements and management motivation system
Investment support
Structuring of debt financing transactions under Russian law
Development of term sheets, SHA, and SPA for transactions under English law
Structuring of transactions according to Loan Market Association standards
Development of security documentation: guarantees, pledges, restrictions
Development of term sheets, SHA, and SPA for transactions under English law
Structuring of transactions according to Loan Market Association standards
Development of security documentation: guarantees, pledges, restrictions
Corporate disputes
Challenging actions and decisions of the company's management bodies
Challenging major transactions and related-party transactions
Exclusion of bad-faith members and mandatory buyout
Compensation for losses caused to the company by actions of management bodies
Challenging major transactions and related-party transactions
Exclusion of bad-faith members and mandatory buyout
Compensation for losses caused to the company by actions of management bodies
We act as experts in the media
Publications
- The app market: how mobile apps are monetized
- FAS suspected a cartel among fuel suppliers in the Tambov region
- When FAS fines for naming and advertising
- 2 ways to settle cryptocurrency payments with foreigners without being blocked or fined
- What to do if you have been hacked into “Gosusluzhby”. How to find out and where to turn. Tips on how to protect your account
- Data leakage - a fine of up to 500 million rubles: what threatens business from May 30
- How the Consequences of Intellectual Property Violations Are Changing
- A fine of 15 million and a leak of business secrets: what you can’t “feed” to AI
- Russia has begun trials over competition between humans and neural networks for work
- New 3% levy on advertising: how to avoid double taxation
Publications:
Publications:
- No secrets: college and student fined for photographing student's personal details
- The grievance machine: how teachers can protect their rights
- Blame yourself: FTS wants tougher monitoring of self-employed hiring by businesses
- Different heights of girlfriends: “Matryoshka” companies are returning to Russia
- Lawyers explained the procedure for actions when a child is refused by a taxi driver
Publications:
Publications:
Publications:
Publications:
Publications:
Publications:
- Consent to the processing of personal data authorized for dissemination can be transferred through Roskomnadzor: what will be the procedure?
- Disputes with the self-employed will be considered in arbitration courts: amendments to the APC RF have already been submitted to the State Duma
- The activity of marketplaces is proposed to be regulated by a special law
- Problems of liquidation of a company in accordance with Article 57 of the LLC Law: what court practice says
- Certain nuances of establishing the actual value of a debtor's net assets in bankruptcy
- Fighting fraudsters and cybercrime: new restrictions for businesses are being prepared
- New fee for participants in the advertising market. From April 1, you will have to pay for the distribution of advertising on the Internet
- The responsibilities of advertising market participants for labeling online advertising will be reconsidered
Publications:
- How IT workers can now get a mortgage at 6% and a deferment from the army. Criteria and pitfalls
- Signed but did not decide: how a nominee director can protect himself in bankruptcy. A lawyer explains
- What will change and has changed for Russian businesses and sole proprietorships in summer 2025
- Can the self-employed sell on a marketplace - how to enter it, with what and on what terms?
- Should all posts and the account itself be deleted on banned social networks due to the advertising ban?
Публикации:
How our corporate attorney works
Initial consultation, NDA conclusion, and express analysis of documents
The customer sends a request for the required service by e-mail or messenger. On the initiative of the client, a non-disclosure agreement (NDA) can be signed before the documents are submitted. Next, a face-to-face meeting is held in our office or a conference call, at which our corporate lawyer describes the necessary actions to solve the client's problem, determines the procedure and cost of services, and forms a price quotation. In some cases, to determine the scope of the necessary services, an extended paid consultation is required to immerse oneself in the corporate structure and documents of the customer
Detailed consultation or preparation of an opinion, development of a strategy
If necessary, our corporate lawyer provides detailed advice on any issues of corporate law: structuring of companies and groups of companies, execution of corporate agreements, and other services. Upon request, a written opinion on the customer's issues can be prepared with references to current judicial practice and positions of state authorities. If a non-standard action is required, then at this stage a specific strategy of corporate actions is developed (for example, which companies in the group should be created, which, on the contrary, should be liquidated or reorganized, and what agreements should be concluded). When structuring, tax risks and the risks of challenging transactions in bankruptcy are taken into account, among other things
Carrying out corporate actions, strategy implementation
At this stage, a corporate lawyer or a team of lawyers (depending on the complexity of the project) prepares the necessary corporate documents (constituent documents, purchase and sale / pledge / option agreements for equity stakes or shares, corporate agreements on the procedure
of the company management and payment of dividends), the necessary registration actions are also performed (making amendments to the Unified State Register of Legal Entities and constituent documents, changing the address and director, and creating or liquidating companies). At this stage, it is often necessary to perform complex actions for which we have unique expertise in the legal services market, for example, redomiciliation (change of the company's jurisdiction), approval of transactions with the FAS, or obtaining permission from the Government Commission
of the company management and payment of dividends), the necessary registration actions are also performed (making amendments to the Unified State Register of Legal Entities and constituent documents, changing the address and director, and creating or liquidating companies). At this stage, it is often necessary to perform complex actions for which we have unique expertise in the legal services market, for example, redomiciliation (change of the company's jurisdiction), approval of transactions with the FAS, or obtaining permission from the Government Commission
Basic services of lawyers in M&A transactions and corporate law
Who are corporate lawyers, and what do they do?
A corporate lawyer is a law expert who specializes in corporate law. In particular, such a specialist is required to help with issues related to the following:
Development of an optimal corporate structure, which may include a management company (manager—an individual entrepreneur), engaged in centralized management and, in some cases, services in certain areas (accounting, IT services, legal support) and operating companies engaged in profit generation. The separation of operating companies is usually made either on a territorial basis or according to the areas of activity. Hereinafter, the lawyer is engaged in making changes to such a structure.
Direct creation of elements of the corporate structure in various legal forms: individual entrepreneurs, partnerships (partnership in commendam, investment partnership, simple partnership), commercial organizations (LLC, JSC, PJSC, ALC), including their registration. The lawyer also prepares constituent documents of companies and supports the issue of shares in joint-stock companies or the distribution of equity stakes in the authorized capital of limited liability companies. We also provide support for the reorganization of companies (merger, acquisition, division, separation, transformation)
Drafting corporate documents relating to the management and distribution of profits within a company or group of companies. The range of such documents includes charter, memorandum of association, corporate agreement, shareholders' agreement, and agreement on the voting procedure. A corporate lawyer also resolves issues related to the determination of the powers and decision-making procedure of management bodies: the sole executive body (general director), the board of directors, the general meeting of members or shareholders
Support of corporate transactions related to the transfer of rights of members (shareholders): purchase and sale of equity stakes and shares, their pledge, conclusion of option agreements (right / obligation to buy and right / obligation to sell an equity stake/ shares in certain cases on terms agreed in advance). A corporate lawyer also supports M&A transactions (mergers and acquisitions) and legal due diligence
Among such experts, lawyers in corporate disputes are distinguished
These lawyers specialize in those issues that arise after the occurrence of a corporate conflict. As a rule, corporate conflicts arise in the following cases:
Challenging a decision of the general meeting of members
For example, there are 10 members in a limited liability company, each holding a share of 10%. Several members, without proper notice and in violation of the procedure provided for by the charter, held a general meeting and replaced the general director. Other members who have not been notified of such a meeting may file a claim with the court to challenge such a decision
Challenging transactions concluded without the approval of the members, recovery of losses from the general director
The general director should coordinate with the general meeting of members or shareholders major transactions (for an amount exceeding the value of 25% of the company's assets) and related-party transactions (for example, with another company in which the beneficiary is a close relative of the general director). In case of inconsistency of such transactions, they may be further challenged by other members. In addition, damages can be recovered from the general director who makes transactions without appropriate approval or clearly to the detriment of the company
Recovery of the actual value of the equity stake
A member of the company has the right to withdraw (unless otherwise specified in the constituent documents) and demand payment of the actual value of its equity stake. Often the specified equity stake is not paid, which requires going to court.
Exclusion of a company member
В случае если участник (обычно имеющий меньшую долю – миноритарий) совершает действия, направленные на причинение ущерба компании и, соответственно, другому участнику (мажоритарию) или группе участников, последние имеют право обратиться в суд для принудительного исключения такого участника из общества
Are there other definitions of a "corporate lawyer", and why does the information in different articles on the Internet differ?
Often, a "corporate lawyer" can also be considered a lawyer who works for a corporation (a large company with a complex internal organizational structure) whose activities are not limited by corporate law and may be related to other issues:
- Litigation and claim-related work
- Interaction with public authorities (GR)
- Contract managemet (drafting contracts related to current economic activities: lease, supply, employment contracts)
- Registration actions and licensing (for activities related to the need to obtain and maintain permits at all times)
- Intellectual property protection
In the future, we will proceed from the fact that "corporate lawyer" is "an expert in corporate law" and not "an employee working in a corporation", since otherwise the term "corporate lawyer" loses its meaning (it can be replaced by the phrase "in-house lawyer")
What should a corporate lawyer be able to do and how do you choose one?
A corporate lawyer should have practical skills in filling out applications for state registration of companies and experience in drafting corporate documents and preparing and supporting transactions with equity stakes, shares, and other corporate transactions. In addition, a corporate lawyer should have excellent knowledge of:
- Civil Code:
Namely, Chapter 4 of the Civil Code, which is devoted to legal entities, including the main provisions, as well as sections on commercial and non-commercial organizations. Besides, in their work, a corporate lawyer will need knowledge of Parts 1 and 3 of the Civil Code
- Specific laws on:
- State registration of legal entities and individual entrepreneurs
- Limited liability companies
- Joint-stock companies
- Investment activities in the form of capital investments
- Investment funds
- Production cooperatives
- Public-private partnership
- Protection of competition
When choosing a corporate lawyer, you need to pay attention to the following aspects:
1
Existing needs of the employer or customer
- If standard registration actions and amendments to constituent documents are required, then it will be enough to attract a specialist who has experience in supporting 5 similar procedures and a total work experience of one year. It will be important to choose a specialist who is ready to do routine work, who will not "burn out" after a half year of work related to the same type of actions
- If, on the contrary, it is necessary to support a one-time major transaction (for example, the sale of a business), then it is advisable to involve either a sole experienced lawyer (at least 10 years of experience) or a team of specialized lawyers (a consulting law firm). Most clients choose the second option, as it allows them to reduce the time of transactions (the team will prepare a deal several times faster than one expert) and costs (the team has less qualified and lower-paid specialists for typical actions who perform such actions under the supervision of more experienced ones)
2
When choosing a corporate lawyer, you need to pay attention to his/her experience in your field of activity. For example, one candidate worked for many years with non-profit foundations in the field of educational activities, and another specialized in closed-end mutual investment funds. Specialized experience is a key condition when choosing a lawyer
3
In addition, it is also necessary to pay attention to the level of soft skills of a particular corporate lawyer. Corporate law is almost always a game in a team (the ability to build relationships within the team and motivate), as well as a game with another team (the ability to build a dialogue with the internal legal service or external consultants, the ability to request and obtain the necessary information, the ability to convey the results of work to the client, and warn about the risks)
- Expert in corporate law
- Recognized by Kommersant Publishing House as one of the best lawyers in the field of digital law (fintech) in 2025
Successful projects of lawyers on mergers and acquisitions, corporate law
Team of corporate lawyers
Where can corporate lawyers work, and what functions can they perform?
Corporate lawyers can work in corporations where work in corporate law is allocated as a separate function. For example, vacancies for a corporate lawyer exist in Norilsk Nickel, Alrud, or Rosatom. In these companies, they often perform the role of corporate secretary (attend general meetings of the board of directors, organize general meetings of members or shareholders), and also solve corporate problems for a group of companies (there may be several dozen or even hundreds of companies in a group)
Also, corporate lawyers as specialists in corporate law can work in consulting law firms that support transactions or are involved in solving other project tasks for clients. In particular, such services are offered by our company
Private lawyers in corporate law exist, but there are few of them (unlike, for example, "family lawyers"), since the request for their services usually arises in medium and large businesses when an in-house lawyer or legal department does not have sufficient qualifications to perform work on a responsible project
Those lawyers who are engaged in the performance of standard actions (for example, registration of legal entities as "lawyers-registrars") cannot fully be corporate lawyers, since in fact they are clerks who are able to perform several operations. In modern society, when some banks offer free registration of a legal entity when opening an account with them, and there is also an opportunity to form a package of documents for opening a legal entity in electronic form (with automatic verification), there are significantly fewer representatives of the profession of "lawyer-registrar"
Our company provides, among other things, the following services:
What corporate lawyer services do you provide?
Consultation on corporate law: an analysis of the submitted issues and documents, oral discussion as part of a face-to-face meeting or videoconference call, and it is also possible to send answers to questions by e-mail or prepare a legal opinion
Corporate disputes: analyzing materials, collection of evidence, preparation of claims and statements of claim, recourse to the arbitration court for the resolution of corporate conflicts
Development of corporate documents: development of documents regulating the management procedure in the company (group of companies), relations between members, and powers of management bodies
Legal due diligence: legal due diligence of the company before the transaction
Support of M&A transactions: preparation of documents, negotiation of conditions for the transfer of rights to shares in the authorized capital or shares of corporations or subsidiaries, support of transactions
Who is a commercial lawyer, and what does he/she do?
A commercial lawyer is an expert on issues that may arise for a business entity (company, individual entrepreneur, etc.) in the process of its activities. In other words, a commercial lawyer is an expert in commercial law (business law)
In contrast to the "corporate lawyer", the concept of "commercial lawyer" is distinguished not by the branch of law that the specialist deals with but by the institutional criterion (the problems of which clients such a lawyer solves)
A commercial lawyer should be well versed not only in corporate law but also in other issues:
1] Drafting and reviewing contracts, transaction support
2] Tax law: planning, representation during inspections
3] Judicial protection in civil and arbitration proceedings, protection in administrative cases, bankruptcy
4] Antitrust law and advertising law
5] Legal regulation of settlements, securities, and banking activities (optional)
6] Land law and real estate (optional)
7] Regulation of foreign economic activity and transport law (optional)
1] Drafting and reviewing contracts, transaction support
2] Tax law: planning, representation during inspections
3] Judicial protection in civil and arbitration proceedings, protection in administrative cases, bankruptcy
4] Antitrust law and advertising law
5] Legal regulation of settlements, securities, and banking activities (optional)
6] Land law and real estate (optional)
7] Regulation of foreign economic activity and transport law (optional)
A commercial lawyer operates in commercial organizations (companies, limited partnerships and general partnerships, business partnerships, etc.), as well as in consulting (in companies that provide legal services to businesses)
Since commercial law covers a huge layer of regulatory legal acts that no specialist can know thoroughly, when choosing a commercial lawyer for project employment or a one-time service, it is recommended to pay attention to the availability of skills and experience in solving issues in a specific branch of law required by you.
For example, an expert in securities and an expert in land law may both find themselves in a disadvantageous situation if it is necessary to challenge a protocol on bringing to administrative responsibility for violation of legislation in the customs sphere
Our M&A and corporate law team
Our M&A and corporate law lawyers are trusted
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Working hours: Mon. - Fri. 9.00 - 18.00
Afonin, Bozhor and Partners LLC
OGRN 1187746441255
INN/KPP 7707413213/770901001
Personal data processing policy
Offer Agreement for the Provision of Legal Services
OGRN 1187746441255
INN/KPP 7707413213/770901001
Personal data processing policy
Offer Agreement for the Provision of Legal Services
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