We guide transactions from structuring through closing — corporate, investment and multi-jurisdictional deals involving parties with divergent interests.
The practice covers M&A, joint ventures, corporate planning, option programmes, corporate restructurings, and transactions involving real estate and intellectual property.
Approach
We assess the outlook before the work starts — openly and without inflated expectations. Strategy is built on a realistic view of what can be achieved and in what timeframe.
We work on matters that involve multiple legal regimes, multiple parties and sensitive issues that have to be managed.
Focus areas
Mergers and acquisitions (M&A)
Venture and investment transactions
Corporate planning
Corporate structuring and reorganisation
Option programmes (ESOP / VSOP)
Legal due diligence
Tax structuring
Real estate and IP transactions
Cross-border transactions
International practice · China desk
Advising international and Chinese companies on transactions
We help foreign companies – Chinese businesses first and foremost – operate and structure transactions in Russia and across the China–Russia border: cross-border trade contracts, M&A, investment deals, the formation of China–Russia joint ventures and corporate planning under Chinese, Russian and international law.
This work is handled in Chinese, Russian and English.
The practice is led by Deni Murdalov — partner for transactions and business structuring. For litigation and dispute resolution, see the disputes practice.
Frequently Asked Questions
Corporate transactions of any scale: from the acquisition of a minority stake to multi-party restructurings involving foreign jurisdictions. The exact scope is defined by the client's objective.
A fixed fee for the matter, hourly rates, or a blended arrangement. Terms are agreed before work begins.
Yes. Cross-border transactions, structures with foreign ownership, sanctions-compliance questions.
Yes. We advise Chinese and other foreign companies on transactions in Russia and across the China–Russia border: cross-border trade, M&A, investment deals and joint ventures. We work in Chinese, Russian and English.
It depends on complexity and the number of parties. A typical timeline runs from several weeks to several months.
Selected matters
Three partners with different stakes, time horizons and expectations on control. The task was to design the governance and exit logic so that a divergence of interests on any key decision would not produce a corporate deadlock.
We built a multi-tier system of mutual options with automatic triggers: deterioration of financial performance, change of ownership, deadlock. Each scenario activates a pre-agreed mechanism. The construct is designed for changing circumstances — and it is in changing circumstances that it does its work.
The objective was to tie the compensation of fund managers and portfolio-company executives to the fund's actual returns while preserving control for the key partners.
A three-tier construct: phantom interests in the fund, conversion into real equity in the portfolio companies on achievement of target metrics, and differentiated terms for senior partners. The programme does not reward presence — each tier activates only on confirmed financial results.
The client was selling four assets to a single buyer. Three sellers held those assets under different legal structures: LLC interests, a real-estate complex on the balance sheet, and a hybrid arrangement. A critical deal term was simultaneous closing across all four assets.
We designed a combined structure: part of the assets was transferred through a sale of equity interests, part through transactions with the real-estate complex. Coordination of the parties, harmonisation of terms and simultaneous closing — across three different legal regimes of transfer.
A participant's exit from a business with a substantial asset base. The core risk was post-closing corporate claims from the new owner or from the company itself.
The transaction was structured with a suite of protective mechanisms: a system of warranties, clear allocation of liability, and insurance against claims for corporate damages. The client's protection extends across the entire post-exit period — it does not end at signing.
A Russian LLC whose sole participant was a foreign company from a country subject to sanctions restrictions. The standard liquidation process was unavailable: approval from the Government Commission was required.
The approval was obtained. The liquidation was carried through from start to finish in full compliance with regulatory requirements — in a setting where the majority of comparable processes remain frozen indefinitely.
Termination of a partnership with a redistribution of assets. A direct split of assets would have generated a tax burden that eroded the economics of the exit for both sides — an alternative structure was needed.
The transaction architecture was rebuilt: each step received a legal characterisation that allowed the most efficient tax treatment available under applicable law. The tax outcome was minimised while the balance of interests was fully preserved.
An independent legal review of a Chinese company was required — above all its corporate structure and legal standing at the intersection of Chinese and international law.
A legal opinion on the review of the Chinese company was prepared: corporate structure, the ownership chain and the related legal risks at the intersection of Chinese and international law. The client gained a clear legal picture for its next decisions.
A Russian buyer was acquiring a Russian company whose parent was a Chinese company. Closing the deal called for due diligence on the Chinese parent and its link to the asset being sold.
Due diligence on the Chinese parent company was carried out: the group's corporate structure, the ownership chain down to the Russian subsidiary, and the legal risks at the intersection of Chinese and Russian law. The acquisition of the Russian company proceeded with a clear legal picture for both sides.
A Chinese and a Russian partner were setting up a joint venture — with different legal traditions, management expectations and views on how control should be shared.
The Chinese company was advised on forming the JV: ownership structure, governance and exit mechanics, and the alignment of the parties' interests under both Chinese and Russian law. The venture launched on agreed terms built to withstand changing circumstances.
International sale-of-goods contracts between China and Russia carry the risk of divergence in governing law, delivery terms and dispute-resolution mechanisms.
A legal review of the international sale-of-goods contracts was carried out: governing law, delivery terms (Incoterms), currency and tax aspects, and the dispute-resolution procedure. Risks were identified and removed before signing.
