Berry Moorman

Russia, Ukraine and NIS

Russia, Ukraine and NIS


Berry Moorman has been active in Russia since 1990, when we began supporting Track II diplomatic initiatives in the former Soviet Union. The practice grew quickly, culminating with the formation in 1994 of our Russian-American joint venture law firm, AmRos Partners in St. Petersburg. In 1995, AmRos Partners completed its formal registration with the Russian Ministry of Justice to become the first Russian-American joint venture law firm licensed to do business in the city of St. Petersburg. The St. Petersburg office includes five Russian attorneys with paralegal and support staff, and is located in the city center.

AmRos Partners was formed to anchor the Russian practice and as a platform for serving client needs in Russia, the Ukraine, and other Newly Independent States (NIS). The presence of a senior Russian attorney together with four other graduates of the St. Petersburg University Law Faculty who are all full members of the City Bar Association demonstrates our belief that client solutions in Russia must be driven by Russian expertise. Yet, to be effective as a Russian-American firm, lawyers from both countries must work as a team. Our U.S. attorneys have a critical role in shepherding western clients through the Russian market and adding the benefit of their experience to our handling of sophisticated transactions, commercial disputes and other legal matters. Our objective is to strictly observe local and national customs and norms while striving to apply proven Western methodology and legal, problem-solving strategies to best serve our clients in Russia. This objective necessitates the involvement of a multinational team of attorneys and business counselors, a capability that is also extremely effective when additional parties from third countries are involved. Presently, two of our U.S.-based attorneys devote a substantial portion of their time to our Russia Practice. In this way, our full-range of domestic, international and Russian experience is brought to bear to solve specific problems in Russia and the NIS.

Our Russia-Ukraine and NIS Practice Group of U.S. and Russian professionals provides services for both Russian, Ukraine and NIS clients doing business domestically or overseas as well as for Western clients doing business in Russia, Ukraine and the NIS. We also assist individuals with immigration and other matters in Russia, Ukraine and the NIS or in the United States. Our approach to providing legal services is deliberately multi-cultural, multi-lingual and international in order to master the challenges faced by our clients. Services provided and representative transactions include:
Creation of Strategic Alliances, Joint Ventures, and Distributor and Dealer Agreements.

We assist in framing and forming strategic alliances, joint ventures, and the creation of other legal entities We also assist in locating appropriate business partners and negotiating a proper business relationship between the parties.

Representative Strategic Alliances, Joint Ventures and Supply Agreements:

  • Negotiated favorable supply and finance agreements between Russian clients and Archer Daniels Midland, Whirlpool (U.S.), Grand Metropolitan (UK) and Eurobake.
  • Represented a Russian alcohol and spirits company in a joint venture agreement to create an alcoholic drinks trading company and bonded warehouse in St. Petersburg. Partners included ALKO of Finland and Felix Solis Bodegas of Spain.
  • Negotiated and prepared distributor agreements for a U.S. equipment manufacturer for territories in European Russia and Eastern Russia.
  • Corporate Law and Finance – The Russia, Ukraine and NIS Practice Group provides advice, documentation, office registration and general corporate, international corporate, and corporate finance services for both Russian and Western clients seeking to open offices overseas. We also assist in opening and maintaining bank accounts and processing financial transactions, contract review, collections, and other domestic Russian matters.

Representative Corporate Law and Finance Transactions:

  • Registered numerous business entities in accordance with Russian and Ukrainian laws and regulations.
  • We have worked with clients to obtain trade and project finance with the EBRD, USTDA, US-Exim Bank, and numerous commercial banks that operate in Russia, the Ukraine and the NIS.
  • Supervised preparation of a feasibility study for a U.S. commercial equipment manufacturer seeking to enter the Russian market.
  • Prepared a feasibility study for the relocation of a Russian corporation to Vienna, Austria, and its re-registration as an Austrian holding company. Analysis included the assessment of relative tax advantages of several European, American and off-shore jurisdictions.
  • Prepared Executive Summary of issues in entering the Russian market for a U.S. computer company.
  • Formed and acted as general counsel for a U.S. metals trading company operating exclusively in Russia.
  • Handled all employment matters for an unincorporated association of enterprises in Saint Petersburg.

Representative Privatization and Acquisition Transactions:

  • Advised on and executed the purchase of a majority share of stock in a Russian refrigerated boat fleet for fish processing. The strategy involved a series of pre-planned individual purchases of shares and simultaneous negotiations with the corporation’s management during the takeover. We also assisted in boat registration, valuation of the fleet, management of the fleet, sales of individual vessels and assets. We have also been instrumental in packaging the fleet as collateral in other transactions.
  • Negotiated and participated in the acquisition of a large office complex in downtown Saint Petersburg. We were successful in acquiring the building outright instead of a long-term lease as is commonly the case under Russia’s privatization program for real property.
  • Prepared legal work and participated in negotiations with management and local authorities for the acquisition of a flax-processing factory and a linen production complex in northwestern Russia. Subsequent activities included preparation of all ballots and documentation for a general shareholders’ meeting resulting in our client’s agents ascending onto the Board of Directors in a majority position.
  • Represented a Russian client in the purchase of a vodka distillery in northwestern Russia. The vodka distillery was purchased outright from the regional authorities.
  • Negotiated a lease agreement, with right to purchase, for land in Saint Petersburg. The land was then used as a site for a bonded warehouse facility.

Representative Regulatory and Tax Transactions:

  • Regulatory and Tax – We assist clients in complying with the constantly changing regulatory and tax environment and representing them before governmental agencies, particularly in tax and customs matters, both in the East and West. We negotiate and litigate disputes with governmental agencies when necessary.
  • Successfully arbitrated an agreement with the Russian Federal Tax Authorities clearing our client of any violation of the tax code, and saving USD $17 million in taxes and penalties.
  • Assisting and advising a U.S. manufacturer in obtaining legal certification enabling it to sell its machine systems in Russia.
  • Successfully defended the Chief Financial Officer of a Russian multinational corporation against alleged criminal violations of the tax code, obtaining an acquittal on all charges.
  • Represented numerous Russian enterprises in commercial claims in the city commercial courts.
  • Immigration – We assist corporations and individuals with immigration matters including work visas, and other lawful forms of relief.

Representative Immigration Transactions:

  • Obtained numerous business visas for Russian citizens travelling to the U.S. for business purposes including L-1 Visas for intracorporate transferees attending interviews at the U.S. Embassy in Moscow when necessary.
  • Represented numerous applicants from Russia and the NIS in seeking lawful immigration to the U.S. based on marriage to a U.S. citizen, employment with a U.S. firm, and other forms of lawful relief under the U.S. immigration laws.

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