Legal support of business restructuring

Comprehensive support of complex business restructuring projects is a key service of Branan Legal. We are used to resolving complex tasks and we get professional satisfactions from the interesting restructuring schemes.

Restructuring makes it possible to resolve business tasks such as amalgamation and separation of business, transfer of assets within holdings, shifting to public/private status, spin-off of non-core assets, pre-sale preparation, and many others.

Restructuring is a complex multi-stage process requiring continuous interaction with governmental authorities, shareholders, employees, counterparties and creditors.

Our approach involves comprehensive support to the process of restructuring (reorganisation), from selection of the optimal scheme to supporting in the «hands-on» mode all managerial, legal, accounting, personnel and other arrangements and processes.

Working on a project, we act as project manager becoming members of the client’s team and control the entire process from start to end, engaging specialists as needed.

Experience of work in restructuring projects, both on the part of the clients and the consultant, enables the members of our team to accurately assess the risks and the «pressure points» of projects, to offer the best solutions and to implement them. For example, Branan Legal managing partner Maxim Bunyakin was the manager of a project for consolidation of regional grid power assets within IDGC of Center and Volga Region and a reorganisation manager in Rusnanotech State Corporation.

Main competencies and services in this line:

• elaboration of the restructuring scheme;
• preparation and analysis of alternative restructuring schemes (including reorganisation (merger, takeover, split-up, split-off, transformation, or split-of/split-up with simultaneous merger/takeover), establishment of a subsidiary, including support to its business activity, exchanging assets, shares, etc.);
• elaboration of detailed restructuring schedules along all the lines of operations (organisational issues, valuation of shares/assets, preparation of reports, interaction with regulatory bodies, employment relations, corporate arrangements, interaction with media, etc.);
• preparation of a complete set of legal and other documents for restructuring (corporate actions of management bodies, issue-related documents, transfer deeds and demerger balance sheets, contracts, etc.);
• preparation of draft amendments to legislative acts and subordinate legislation that are necessary for the purposes of restructuring, support to adoption thereof (the most significant of them include amendments to the legislation on the power industry and on reorganisation of joint-stock companies);
• support to all corporate and organisational arrangements for restructuring (meetings of the boards of directors, meetings of shareholders, support to arrangements for repurchase of shares from shareholders, etc.);
• control over implementation of the restructuring schedule;
• performance of the project manager functions, coordination of activity of the company’s internal units and external consultants;
• support to passing of the restructuring process through all state authorities (the RF Anti-Monopoly Service, the RF Federal Service for Financial Markets, the RF Tax Service, the Federal Agency for State Property Management, authorising and licensing bodies, subject matter ministries);
• support to the beginning of functioning of the company’s (group’s) new structure after restructuring, establishment of corporate procedures and business processes.

The restructuring projects implemented with participation of the members of our team include:

• large-scale restructuring of RAO UES of Russia and its subsidiaries;
• reorganisation of RAO UES of Russia (the first «combined» reorganisation, that is, split-off with simultaneous takeover);
• reorganisation of a state corporation (Rusnanotech SC) into an open joint-stock company (ROSNANO OJSC);
• «combined» reorganisation (split-off with simultaneous takeover) of NESK OJSC and NESK-Elektroseti OJSC (Krasnodar);
• the merger of the 83 regional subsidiaries of Rosgosstrakh — the insurance group in Russia — into a single legal entity, as part of a wider restructuring assignment;
• restructuring of the Russian Corporation RUSNANO Corporation and the RUSNANO Fund for Infrastructure and Educational Programs;
• corporate governance matters arising from Rosneft’s acquisition of TNK-BP and post-acquisition integration;
• development of a scheme for separation and structural unbundling of the power generation and distribution businesses of Bashkirenergo, a major integrated utility company in the Republic of Bashkortostan;
• consolidation of power generation assets in Russia of INTER RAO — a diversified energy holding managing assets in Russia, Europe and CIS countries;
• a number of other projects related to consolidation of assets or split-off of individual lines of business.

As for the companies that implement reorganisation on their own or have already engaged consultants to support the process, we offer such service as expert examination of documents and reorganisation arrangements, including the following:

• analysis of compliance of the elaborated documents with the legislation requirements;
• assessment of the risks of violation of the requirements on the reorganisation procedure and recommendations on minimisation of such risks;
• expert examination of correctness of preparation of transfer deed, the demerger balance sheet, or reports at reorganisation;
• establishment of a position for bringing a claim to the court in connection with violations arising from reorganisation.