Enduring, resilient, resolute
Stonebridge Legal is an independent law firm launched by an internationally acclaimed team of partners and lawyers formerly with the Moscow practice of Freshfields Bruckhaus Deringer. Drawing on our thirty years of experience advising on market-shaping M&A and capital markets transactions, as well as domestic and cross-border disputes, we will keep providing legal advice, maintaining our commitment to the highest levels of service and professionalism.
Who we are
Full-service law firm
We are a full-service law firm specialising in M&A, Infrastructure projects, Project Financing, Capital Markets and Dispute Resolution (including domestic and international arbitration, insolvency procedures and mediation). Our expertise includes both general corporate and commercial issues, as well as profound knowledge of specific sectors such as Energy and Natural Resources, TMT, Pharmaceuticals and FMCG. We work closely with various financial institutions including Banks and Private and Sovereign Investment Funds. We also advise on Antitrust law and other regulatory issues.
What we do
We advise on all aspects of corporate law, including mergers and acquisitions (M&A), joint ventures (JVs) and strategic alliances, privatisations and corporate restructuring, and also help clients in connection with capital increases and share issues. We are well-versed in guiding clients through every step of an M&A transaction, whether they be a buyer, seller, target financial adviser or management.
When it comes to corporate projects, we often deal with matters with more specific areas of practice, such as antitrust, employment and dispute resolution matters. For such specific advice we draw on the expertise of our colleagues from other practices who specialise in these areas.
We are able to tune in to the specifics of each industry, and have experience in supporting major players in banking and finance, technology media and telecommunications (TMT), retail and e-commerce, energy and natural resources, manufacturing, and healthcare and pharmaceuticals sectors on their strategic M&A transactions.
We can help you with:
- acquisition of majority and minority stakes;
- sale of shares and assets;
- representing the interests of majority and minority shareholders in joint ventures;
- asset swaps;
- corporate restructuring;
- acquisition and sale of public companies;
- special situations, strategic advice to boards of directors;
- management incentive plans;
- acquisition finance.
We act for international and domestic clients in the industrial, commercial and service sectors, as well as for financial institutions.
Our work includes:
- advising on strategy regarding interaction with the Russian competition authority;
- acting on competition law issues in corporate transactions;
- preparing merger control filings;
- advising clients on various anti-monopoly issues relating to corporate restructuring and commercial contracts;
- preparing filings seeking the official view of the Federal Antimonopoly Service (FAS) on the permissibility of joint venture and other agreements;
- advising on various issues arising out of the Russian laws On Foreign Investments and On Foreign Investments in Strategic Assets, including preparing applications for the relevant approvals;
- advising clients in relation to obtaining approvals from the Government Commission for Control over Foreign Investments in the Russian Federation to enter into transactions with shares (equity interests) in Russian companies required to comply with the Russian Federation countersanctions legislation and preparing relevant filings;
- advising on pricing policy, dominance and related matters;
- representing clients during dawn raids conducted by the FAS;
- representing clients in abuse of dominance and other proceedings brought by the FAS;
- organising trainings on Russian antitrust law, including preparing training materials; and
- conducting internal antitrust compliance audits.
Our Banking and Finance practice covers the full range of international and domestic finance activities and offers a wide range of transactional and advisory legal services.
Our clients include major global and Russian financial institutions and corporates. Thanks to our broad finance expertise, we have an impressive track record of completing numerous high-profile deals. We have also developed a reputation for finding innovative solutions to complex mandates that are often the ‘first of their kind’.
Our Banking & Finance practice extends to:
- syndicated and bilateral lending;
- trade and export finance;
- project finance (including PPP context);
- structured finance:
- derivatives, REPOs, CLNs, asset-backed notes and LPNs;
- asset and aviation finance;
- acquisition finance;
- real estate finance;
- restructuring and insolvency.
Clients value our creative and practical approach and our ability to advise on capital markets transactions of any complexity and scale.
We have helped many Russian and international clients with listings of shares and depository receipts (IPO, SPO) and bonds on many of the world’s key stock exchanges using a range of offering structures in the course of major equity and dept capital market transactions, and have accumulated a wealth of experience interacting with regulators.
Our capital markets team acts for issuers, underwriters and selling shareholders, and so has experience advising on transactions
from all sides and a broad awareness of the market infrastructure and transaction mechanics, as well as a clear understanding of the key players’ interests. We have provided legal support for securities offerings by leading companies in a variety of industries, including energy, metals and mining, transport and infrastructure, petrochemistry, logistics, fertilisers, and manufacturing.
We also advise clients on legal and technical issues arising from the changed geopolitical landscape and interruptions in the functioning of the core market infrastructure, including on how to communicate with investors, depositaries, other professional debt and equity capital market participants and professional intermediaries.
Equity transactions we cover:
- initial public offerings (IPO);
- pre-IPO preparation and restructuring;
- secondary public offerings (SPO);
- reorganisation of depositary programmes;
- private placements;
- capital increases;
- rights issues;
- dual-track exit processes.
Debt transactions we cover:
- note and bond issues;
- high-yield note issues;
- medium-term note (MTN) programmes;
- buy-back of notes and other liability managements deals.
On top of transactional support, we advise our clients on various regulatory and administrative matters, such as:
- legislative initiatives to develop domestic RUB bond regulation;
- development of alternative structures enabling issuers to service their payment obligations in connection with the closure of the international debt market infrastructure for Russian companies.
Whatever sector you are in, and wherever you operate or invest, at some point you could be involved in a dispute. We can provide you with legal representation that is professional, practical and cost-effective.
We cover a wide range of commercial disputes, including in relation to sale of goods, loans, works and EPC contracts, disputes arising from M&A transactions and corporate relationships, as well as from investments in Russia and abroad.
We represent clients in disputes in various industries, including construction and infrastructure, transportation, energy, oil and gas, mining, financial services, and IT.
We have broad experience representing clients in Russian and foreign courts, as well as in leading Russian and foreign arbitration centres. Clients come to us from Russia and abroad for advice and representation in the disputes related to contracts governed by both Russian and non-Russian (most often English) law.
We handle disputes arising from disruption of contracts between Russian and foreign parties due to sanctions. We also advise and represent Russian clients in disputes (investment arbitration) with foreign States that have violated investors’ rights, and cover cases involving debt collection and bankruptcy.
We routinely draw on the firm’s outstanding corporate, finance and infrastructure groups. They know how Russian and CIS transactions are structured and regulated, how they differ from deal structures elsewhere, and the issues that can arise down the road.
We represent our clients’ interests in:
- court proceedings in Russia and abroad, including in commercial and corporate disputes;
- international commercial arbitration (including in arbitration centres in Russia and abroad);
- domestic arbitration in Russia;
- investment disputes (arbitration);
- recognition and enforcement of judgments and arbitration awards in Russia and abroad;
- bankruptcy cases in Russia and abroad.
We advise on all aspects of the oil and gas, and mining industries in Russia, the CIS and internationally – from development to export and domestic sales. Over the years, our team has accumulated expert knowledge of the intricacies of the national regulatory frameworks that apply to this sector in various jurisdictions.
Our Energy and Natural Resources practice advises on a wide range of issues, including M&A, joint ventures, project finance, securities, dispute resolution, environmental, regulatory and commercial work.
Our exceptional knowledge of the nuances of the Russian energy sector ensures that we remain a strategic adviser on both cross-border and domestic transactions. We advise on all aspects of the Russian oil and gas and mineral resources regulatory environment, such as mineral licensing, technical services contracts and technical assistance agreements, project management, financing arrangements, currency controls and environmental and safety regulations, as well as the legal regime governing offshore petroleum operations and navigation.
The scope of our work covers:
- M&A transactions;
- strategic alliances and joint ventures;
- advising oil and gas companies and lending institutions in connection with oil and gas exports;
- advising on all aspects of regulatory issues in the oil, gas and mining sector;
- project and corporate financing;
- advising leading companies in the Russian oil and gas industry on raising loans.
We are well-versed in distressed debt recovery and have extensive experience in troubled debt restructuring and difficult negotiations aimed at resolving complex parallel disputes in Russia and abroad.
We support clients throughout the entire process, including:
- conducting bankruptcy proceedings in Russia and abroad (including parallel proceedings), contesting transactions, and monitoring the enforcement of judgments;
- prosecuting, and recovering debts from, ultimate beneficiaries and intermediate or sister companies in Russia and abroad;
- obtaining foreign court orders to disclose information on assets and on transactions related to those assets, including orders which are cross-border in nature;
- obtaining foreign court orders to seize assets, and freeze operations and property;
- introducing interim administration for debtors’ assets (including the appointment of receivers) in foreign states to investigate the ownership structure of assets and recover withdrawn assets.
Our team supports infrastructure and PPP projects in Russia and the CIS. We advise the public side, sponsors and lenders on the largest and most innovative concession and PPP projects in transportation, public utilities and social infrastructure and other sectors
We are well-versed in project bankability requirements imposed by key market players, including the requirements for PPP and EPC documentation, off-take agreements, and security documentation.
Our team has practical experience in supporting PPP and infrastructure projects at all stages and under various implementation scenarios: starting from the tender procedure and private financial initiative, construction stage and financial close, to facility commissioning. We can help with project structuring, documentation negotiations, sale of the infrastructure business and, if needed, litigation support on disputes between key project stakeholders.
Our work includes:
- providing comprehensive legal support of concession and PPP projects;
- advising on concession agreements without tender procedures;
- advising on participation in tender procedures;
- advising lenders and sponsors in connection with the financing of complex infrastructure projects, including support on reaching financial close;
- drafting contractual documentation;
- preparation of EPC documentation, off-take agreements and security documentation;
- advising on M&A transactions in the infrastructure sector;
- PPP-related litigation support.