Corporate Law/M&A
The corporate law practice of Inmar Legal encompasses a full range of legal services related to the establishment, structuring, management, and transformation of business activities in the Russian Federation. The firm provides legal support to Russian and foreign companies on matters of corporate governance, mergers and acquisitions, restructuring of business groups, changes in ownership structure, and the resolution of corporate conflicts.
The practice is focused on protecting investor interests, maintaining effective corporate control, and ensuring governance stability. Corporate matters are handled in close coordination with investment, regulatory, antitrust, tax, and dispute-resolution considerations, particularly in projects involving foreign participation.
Corporate lawyers of Inmar Legal bring a business-driven approach to each engagement, with a clear understanding of clients’ objectives and practical risks. Corporate structures and documentation are evaluated with a focus on effective corporate control, protection of ownership interests, and long-term business sustainability.
Services
Corporate Structuring and Reorganization
The firm provides legal support for projects involving corporate structuring and restructuring of business, including the establishment, reorganization, and transformation of corporate groups. Within such projects, lawyers analyze ownership structures, distribution of corporate rights and powers, and assess risks related to corporate governance and control.
Based on the results of the analysis, optimal corporate structure models are developed in line with the goals of business owners, legal requirements, and regulatory restrictions. Particular attention is paid to projects involving foreign participation and complex multi-level ownership structures.
Support of Mergers and Acquisitions (M&A)
Corporate lawyers of the firm provide legal support for mergers and acquisitions at all stages of transaction implementation. Services include legal due diligence of companies and assets, transaction structuring, preparation of corporate approvals, and support of deal closing and post-closing corporate changes.
The corporate law practice covers both standard share and equity acquisition transactions and complex restructurings aimed at redistribution of assets within corporate groups or exit of investors from business.
Legal Due Diligence of Companies and Investment Projects
The firm conducts legal due diligence of companies and investment projects as part of its corporate law practice. The analysis includes assessment of corporate structure, rights to assets, contractual relationships, and risks related to corporate governance and regulatory compliance.
The results of legal due diligence are used by clients for making investment decisions, structuring transactions, and minimizing legal risks in the implementation of development, industrial, and infrastructure projects.
Corporate Governance and Internal Corporate Documents
The firm provides comprehensive services in building and improving corporate governance systems. Inmar Legal’s corporate lawyers advise on the development and updating of corporate governance documents, including the preparation of charters and bylaws, corporate agreements, internal policies, and governance frameworks for management bodies.
A separate area of work involves preparation of documentation related to holding general meetings of shareholders and participants. This work is aimed at preventing corporate disputes, reducing the risk of abuse of corporate rights, and ensuring transparency of corporate procedures.
Resolution of Corporate Conflicts and Protection of Ownership Rights
The firm provides legal support in matters related to the resolution of corporate conflicts, including disputes between shareholders and participants, conflicts with management, and issues related to exit of investors from business.
Legal assistance includes analysis of the corporate situation, participation in negotiations, preparation of corporate documents and resolutions, and, where necessary, representation of client interests in court proceedings.
Support of Foreign Investors
The corporate law practice includes legal support for foreign investors at all stages of doing business in Russia, from market entry and structuring of investments to restructuring or exit from business.
Corporate models are adapted to Russian legal requirements, taking into account regulatory restrictions and investment protection mechanisms, ensuring legal stability and effective corporate control.
Reorganization and Liquidation of Companies
The firm provides legal support for reorganization and liquidation of legal entities, including development of legal models, preparation of corporate resolutions, and interaction with state authorities. Corporate procedures are carried out comprehensively, taking into account tax and accounting aspects.
Experience
Corporate restructuring of a group of Russian agribusiness companies with foreign participation
The firm provided legal support for a comprehensive corporate restructuring of a group of Russian agricultural companies forming part of an international holding of one of the largest biotechnology corporations of the Republic of Korea. The project aimed to redistribute participation interests, optimize the ownership structure, and strengthen corporate control within the Russian companies of the group.
As part of the project, the legal status of assets was analyzed, including the history of acquisition of land plots and corporate rights, as well as risks related to prior disputes with state authorities. Based on the analysis, an optimal corporate structure model was developed, corporate resolutions and documents were prepared, and legal mechanisms were implemented to protect the interests of the foreign investor and ensure effective business management in Russia.
Support of an industrial holding and attraction of a foreign investor
The firm provided comprehensive legal support to a major Russian timber industrial holding in establishing and updating its corporate governance system. Corporate practice’s team prepared local regulations and corporate governance documents, as well as documentation related to holding general meetings of participants and shareholders.
In addition, a full package of corporate documentation was prepared in connection with attracting a foreign investor to one of the holding’s projects. The preparation of charters and bylaws and related corporate documentation was undertaken in light of the investor’s requirements, the ownership structure, and applicable Russian legislation, ensuring transparency of corporate procedures and mitigating the risk of future corporate conflicts.
Controlled winding up of the business of a subsidiary of a foreign telecommunications corporation
The firm’s corporate law practice supported a project involving controlled termination of business activities of a Russian subsidiary of a foreign telecommunications corporation due to changes in macroeconomic and regulatory conditions.
A business wind-down plan was developed, corporate changes of management were supported, and corporate documentation, including the charter, was updated to limit management powers. The firm also developed a liquidation model, obtained approval from the Government Commission, prepared corporate and liquidation documents, and supported accounting and tax reporting until completion of the liquidation process.
Preparation of corporate documents for Russian subsidiaries of a Korean corporation
The firm provided legal support in preparing and updating corporate documentation for Russian subsidiaries of a major corporation from the Republic of Korea, including corporate governance documents, local regulations, and documentation related to participants’ meetings.
The work was aimed at unifying corporate procedures, aligning corporate governance with group standards, and minimizing risks of corporate conflicts among participants of Russian companies.
Legal due diligence of investment projects for a federal developer
As part of its corporate law practice, the firm conducted full legal due diligence of investment projects and companies in Vladivostok for a large federal developer. The scope of work included analysis of land titles, corporate structure of developers, permitting documentation, and rights to construction projects.
The results of the due diligence formed the basis for investment decisions and enabled minimization of legal risks during implementation of residential development projects. Several multi-storey residential buildings in Vladivostok were successfully constructed and commissioned.
Representation of a minority investor in a corporate dispute with a bank
The firm represented the interests of a minority investor in a corporate conflict with a major financial institution in the Far East. The dispute concerned the exercise of corporate rights and conditions for exiting the business.
The firm’s corporate lawyers ensured legal protection of the investor’s interests, participated in negotiations and corporate procedures, and enabled the client to sell the shareholding on economically favorable terms and exit the project with minimal risk.
Restructuring of the international business of a Russian development company
The firm’s corporate practice developed and implemented a restructuring model for the international business of a Russian development company, taking into account regulatory restrictions introduced in foreign markets.
The project included revising the ownership structure, redistributing corporate functions, and adapting the corporate model to new regulatory conditions. As a result, the client retained effective business management and ensured legal stability of both Russian and foreign assets.