Expertise/Contract Law

Practice

Commercial and Contract Law

The commercial and contract law practice specializes in structuring commercial relationships and providing legal support for companies' business operations.

We work on contractual models for procurement, sales and dealings with partners, and support negotiations and the conclusion, performance, amendment and termination of agreements.

The main areas of work are complex commercial projects, distribution and agency relationships, foreign trade transactions, sanctions compliance and the licensing of business activities. The practice advises manufacturers, suppliers, trading companies, exporters and importers on building sales channels, organizing supplies and changing the terms of their cooperation with counterparties.

Contractual solutions are developed in the light of how the business is actually organized and the economic substance of the transaction. Particular attention is paid to the allocation of obligations and risks, payment arrangements, the parties' liability, regulatory requirements and mechanisms for resolving disagreements.

Services

Concluding, Amending and Terminating Contracts

Foreign Trade Contracts

Commercial Models and Contract Structuring

Contract Management on Retainer

Systematic Contract Management

Sanctions Compliance

Licensing

Trade Secrets and Confidentiality

Documents and Consultations
Selected Experience
01 / 05

Joint activity

Distribution partnership between English, Kazakh and Chinese companies

Challenge

English, Kazakh and Chinese companies were forming a partnership for joint activity in distribution. The relationship between the participants was worked out under the law of England and Wales.

What was done

The arrangements for conducting the joint activity, the distribution of economic results, decision-making and changes in the membership of the partnership were worked out. The work included participation in drafting and negotiating the documents, taking into account the interests of participants from three jurisdictions.

Financing structure

Co-investor obligations and security in a grain elevator construction project

Challenge

Funds from several co-investors were being raised to build a grain elevator. Their obligations had to be combined into a single financing structure.

What was done

A comprehensive structure was developed combining the investors' obligations with security and option mechanisms. The procedure for providing funds, the interrelationship between the individual elements of the transaction and the terms defining the parties' rights under different project implementation scenarios were agreed.

Cross-border transaction

Contractual relationship between Russian and Kazakh companies under the law of England and Wales

Challenge

A Russian and a Kazakh company were entering into a transaction whose documents were governed by the law of England and Wales.

What was done

The work included advice on the structure of the contractual relationship and participation in drafting and negotiating the terms of the transaction. Specific issues were worked out in the light of the chosen governing law and the involvement of parties from different jurisdictions.

Foreign trade contract

Negotiating a Chinese-law contract for the supply of production equipment

Challenge

Participation in advising the Russian party on a transaction for the supply of production equipment governed by Chinese law. Advisers from China were engaged on matters of Chinese law.

What was done

The terms of the contract were negotiated, and specific issues relating to the Russian and Chinese parts of the transaction were coordinated. The comments of the Chinese advisers were taken into account in working out the contractual terms and the final version of the documents.

Contract review

Pre-signing review of contracts for the international sale of goods

Challenge

A Chinese company required a legal review of contracts for the international sale of goods between China and Russia. Such contracts carry risks of inconsistency in the governing law, delivery terms and dispute resolution mechanisms.

What was done

The review covered the governing law, delivery terms (Incoterms), the dispute resolution procedure and the currency and tax aspects of the contracts. The risks identified were eliminated before signing.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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