Legal consulting and drafting agreements
for operating activities in Russia

These legal services are particularly based on a bilingual approach in solving legal issues of foreign companies carrying out operating activities in Russia, either in Russian and English or in Russian and Spanish. Such an approach means legal solutions in the broad sense of the word giving consideration not only to the linguistic issues but to the national, cultural, emotional particulars of business partners from different countries, to difference of mentalities. In particular, it is necessary, for normal running of business in Russia, to minimize any risk of misunderstanding the Russian realities, business usages, the risks of misunderstanding agreements and arrangements with Russian counterparts, risks of incorrect translation of contractual terms and conditions, wrong use of essential terminology in different lantuages. For more details: Advantages of drafting legal texts in two languages.

Generally, this legal consulting includes legal advice, legal opinion, and legal analysis regarding business issues of foreign companies when conducting business in Russia and in particular regarding contractual terms and conditions in their relationship with Russian counterparts.

On the bilingual basis described above, legal consulting is particularly focused on clear explanation of legal terms, realities and particulars of doing business in Russia to foreign entrepreneurs, CEOs of companies and representative offices, and any other foreign stakeholders of companies. Any formal legal issues should be considered from this viewpoint, giving necessary explanation details. For example, any criteria of a permanent establishment for tax purposes with respect to specific business activities of a foreign company in Russia shall be considered along with related practices and approaches of Russian tax authorities. Any formal terms and conditions of legal agreements shall be compared with Russian business customs and usages. Regarding any payments to/from Russian counterparts, consideration shall be given to the requirements of the currency legislation of the Russian Federation and in the first place to those requirements with respect to Russian residents as well as usual practices and requirements for contracts and documents from Russian banks, etc.

Legal advice and/or legal opinion on frequent or non-complicated issues may be provided at a meeting agreed in advance. In most cases, legal consulting is provided in writing either in English or Spanish or both in English and Russian or Spanish and Russian. Prices and time terms shall be agreed on a case-by-case basis.

Legal audit is a given name of a set of legal services for the examination of an agreement or project with regard to existing risks and unused opportunities, provision of respective consultations and recommendations, revision of agreements and documents thereto, substantiating possible solutions by references to legal rules, law enforcement practices and business practices in the Russian Federation.

Regarding agreements of foreign companies in Russia, major lines of legal audit are as follows:

• Auditing legal, local Russian risks with respect to agreements and projects
• Auditing legal opportunities under legislation of the Russian Federation and opportunities based on Russian business customs and usages
• Revising agreements and documents in English/Russian or Spanish/Russian on the basis of business purposes, risks, and legal opportunities
• Commenting, substantiating, providing reasons for proposed agreement wordings in English/Russian or Spanish/Russian

Regarding business projects of foreign companies in Russia, the result of legal audit consists mainly in the provision of a legal memorandum or legal opinion with respect to essential issues of the project, with necessary details and explanation of detected risks, opportunities and proposed solutions. After discussing such general audit, there may be further provided the services of legal audit of or drafting agreements and documents for the project.

Prices and time terms shall be agreed on a case-by-case basis.

The translation of original agreements and documents from English into Russian shall be made as part of united translation and legal service which shall generally include:

• Legal translating of original text from English into Russian
• Preparing bilingual agreements and/or documents in English and Russian
• Editing both versions to bring them into compliance with the Russian laws and/or best practices and/or usual requirements of Russian banks, tax, customs, and other controlling authorities
• Providing the edited English and Russian versions in the MS Word revising mode specifying the modifications proposed and necessary explanations
• Correcting the versions in consultations with the client until the final versions are approved

Prices and time terms shall be agreed on a case-by-case basis.

These services do not mean that there are already prepared typical agreements or documents for foreign companies in Russia. Typical agreements or documents may be accepted for consumers, natural persons with respect to their frequent, typical transactions. As for business deals, the approach is focused mainly on specific purposes of the deal, specific situations, particulars, risks, opportunities thereof rather than on typical legal issues. Therefore, agreements and documents in each particular case shall be drafted for specific activities although drafted models are deemed to be used in repeated, typical deals of the company. Such activities shall be considered as individual activities having their own strenths and weaknesses. However, any business of a specific foreign company shall be compared with similar projects of other foreign companies in Russsia to find the most appropriate solutions in drafting respective models of agreements and documents.

Based on this approach, the drafting of agreements and documents for business activities of a specific foreign company in the Russian Federation shall be aimed at finding solutions, generally, for major tasks as follows:

• Protecting, by legal means, business interests of a foreign company with respect to its frequent deals in the Russian Federation
• Proposing to Russian counterparts of acceptable for them contactual terms and conditions of delivery or manufacture of goods, performance of services, work, transfer intellectual property rights
• Complying with the formal legal requirements to agreements and documents in the Russian Federation
• Complying with the usual requirements of Russian controlling agencies

Drafting agreements and documents for transactions between affiliated divisions of a foreign company both with the holding or parent company abroad and its subsidiaries in Russian and/or other states of the Eurasian Economic Union (EEU) is specific line of the service. In such a case, the drafting is focused on the compliance with requirements of legislation of the Russian Federation, the EEU international legal rules and usual requirements of Russian controlling agencies.

These legal services include:

• Early consideration at a meeting of issues regarding specific activities of a foreign company in the Russian Federation, agreements and documents
• Drafting agreements and documents as per the initial consideration and agreed purposes and tasks, in Russian, English and/or Spanish
• Providing comments, notes, legal reasons for drafted agreements and documents, either verbally or (if agreed) in writing
• Correcting drafted agreements and documents in accordance with comments of client within the framework of agreed purposes and tasks
• Providing comments, notes, legal reasons for corrected agreements and documents, either verbally or (if agreed) in writing

Prices and time terms of drafting typical models of agreements and documents shall be agreed on a case-by-case basis.

In such cases, the drafting of agreement(s) and documents represents a formal expression of the art of negotiations for entering into a specific deal. Solutions of legal issues are based on existing arrangements of parties, general intentions, purposes of parties proceeding from precontractual correspondence and negotiations, on mandatory rules and permitted opportunities pursuant to the legislation of the Russian Federation, on Russian business customs and usages, and particularly on purposes, tasks, and risks of the client's party and other details of the situation.

These legal services include:

• Early consideration at a meeting of issues regarding specific deal of a foreign company in the Russian Federation, agreement(s) and documents thereto
• Drafting agreements and documents as per the initial consideration and agreed purposes and tasks, in Russian, English and/or Spanish
• Providing comments, notes, legal reasons for drafted agreements and documents, either verbally or (if agreed) in writing
• Correcting drafted agreements and documents in accordance with comments of client within the framework of agreed purposes and tasks but without support of negotiations with Russian counterpart(s)
• Providing comments, notes, legal reasons for corrected agreements and documents, either verbally or (if agreed) in writing but without support of negotiations with Russian counterpart(s)

If necessary, with respect to a specific deal, situation there may be conducted legal research.

Generally, such services make sense not as separate services but as part of a set of services for legal and consulting support of entering into agreements and implementation of project in the Russian Federation because in the course of negotiations preparation of new drafts of agreements is frequently needed. However, in some cases it could be sufficient to draft only initial drafts of agreement(s) and documents for a deal. Contents, price, and time terms of the services shall be agreed upon on a case-by-case basis.

Generally, this set of legal services is focused on reaching intermediate and final purposes / results in entering into an agreement, implementation of a project, shall be provided within an agreed time and include the following services:

• Initial and further considerations at meetings or by phone of issues regarding the agreement(s) and documents thereto
• Legal advising and legal opinions for legal issues of agreements, documents, business projects in the Russian Federation
• Developing optimum consulting legal solutions for current problems, tasks, issues of a situation or project, with legal reasoning
• Drafting initial and further versions of agreements and documents in Russian, English and/or Spanish
• Providing comments, notes, legal reasons for drafted agreements and documents, either verbally or (if agreed) in writing
• Providing legal rationale for contractual terms and agreements and wordings of the client's party for counterparts
• Preparing final versions of agreements and documents as per the results of negotiations, for signing
• Assisting in pre-trial settlement of disagreements, disputes with counterparts

The provision of legal rationale, legal reasoning of contractual terms and conditions, wordings is aimed at choosing legal grounds and references to Russian business customs and usages to convince the counterpart(s) to accept the client's terms. Generally, the reasoning may be required either for negotiations at a meeting or for correspondece in writing under an agreement or project.

In the course of negotiations for the agreeing of contractual terms and conditions it is convenient to revise each new, adjusted version of an agreement in the MS Word revision format hightlighting amendments respective the previous version in references. If necessary, comments for the client's party may be given to the whole document or under specific paragraphs thereof. Regarding bilingual agreements, such editing work looks like this one:

If agreed there may be other types of legal services described at this site. Specific contents, price and time terms of the legal support shall be agreed on a case-by-case basis.

Ususally, such assistance represents a set of legal services focused on reaching intermediate and final purposes / results in the settlement of a disagreement situation within agreed time:

• Providing legal opinions and legal advising on current issues
• Estimating the outlook of the situation, probable actions, claims, terms and conditions of the counterpart(s)
• Estimating possible options for the pre-trial settlement of the situation
• Building step-by-step performances to carry out solutions to settle the situations
• Preparing correspondence with the counterpart in the client's name (Russian/English/Spanish)
• Drafting agreements, documents for the settlement of the situation in Russian, English, and/or Spanish
• Legal support in the implementation of reached agreements

Possible forms of a pre-trial settlement could be:

• Building of a well-considered terms of the client's party which would be most probably supported by courts and/or arbitrations, and their clear explanation in a letter to the counterpart
• Entering into a compromise agreement for settlement of the situation
• Building, in the event of persistent refusal of the counterpart to enter into an agreement, a "compromising forceful solution" creating a judicial or arbitration outlook of the situation not favorable for the counterpart's party, by means of respective correspondence between parties making partial concessions but insisting on the vital terms for the client's party
• Founding a refusal of the client's party to accept requirements of the counterpart's party giving legal reasoning for such refusal
• Using Russian legal concepts of termination of obligations by set-off, by novation, by cancellation compensation, retention of debtor's property, suspension of obligations, amendment or termination of an agreement

Specific contents, price and time terms of the legal support for the pre-trial settlement shall be agreed on a case-by-case basis.