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Joint Ventures

What we can do for you:


  • Negotiating and drafting of Joint Venture (JV) and shareholders' agreements, including ones involving AO and OOO


  • Formation of a JV company onshore in Russia and offshore, for example, in the UK, Germany, Austria, Cyprus or Turkey


  • JV structuring


  • Representation in negotiations of the JV's terms and conditions


  • Drafting preliminary arrangements, such as MoU, LoI or Term Sheet


  • Option agreements (call and put options)


  • Ancillary JV documents, such as offtake and license agreements


  • Antitrust / competition filing with regard to the JV agreement


  • Protection against asset stripping


  • Termination and transfer, deadlock resolution


  • Arbitration and court disputes between the JV parties or a JV party and the JV company (including enforcement of dividend, information rights or damages recovery)



Rustem has a solid experience in structuring, formation and running of Joint Ventures. Suffice to say that for the last seven years he has assisted foreign companies, as a lead legal advisor, in founding of 15 JVs, including the projects in Russia, Germany, Austria, Cyprus and Luxemburg governed under Russian, Austrian, German and English law. The Russian regions in which the JVs have been based include the City and the Region of Moscow, the Regions of Kaluga, Nizhny Novgorod, Ryazan, Smolensk, Tyumen and Kostroma, Republic of Tatarstan, Saint-Petersburg and the Region of Leningrad. We work on every stage of a deal, from negotiation through implementation.


In 2014 and 2015 the Russian company law was widely reformed. For details see our Newsletter and publications on joint venture agreements.


     Our recent Joint Venture transactions include:


  • Acting as the lead lawyer assisting a German railway components' manufacturer in foundation of a joint venture (JV) in Moscow, acting as the JV company general director, the registrar of stockholders of the JV (AO) and legal advisor on all current matters.

  • Drafting a call option agreement for the German logistics company and its general manager (management buyout; MBO).

  • Advising the German partner on enforcement of non-compete agreement by and director rotatiion in its JV company in Moscow.

  • Advising the German engineering corporation in structuring and formation of a JV company in Tyumen, drafting of LoI, confidentiality and licence agreements.

  • Assisting of an Italian manufacturer of agricultural vehicles in formation of a JV company with a tractor factory in St. Petersburg.


  • Assisting a German car components' manufacturer in foundation of a JV in Togliatti, including foundation of a holding company in Austria.


  • Assisting a German truck seats' manufacturer in foundation of a JV in Elabuga (Tatarstan), legal and compliance due diligence.


  • Advising on structuring of and drafting of documentation for a JV in the Region of Ryazan for producing of construction and installation work vehicles.


  • Assisting an Italian manufacturer of rail sleepers in running of a JV, organizing general meetings of stockholders and board’s meetings.


  • Advising the leading German car manufacturer on current issues of corporate governance with regard to a JV in Tatarstan.


  • Advising an Italian producer of ceramic tiles on structuring of a joint venture (OOO) in the region of Kaluga by means of increase of share capital of existing OOO, review of SHA, intercompany loans, etc.


  • Assisting a German company in foundation of a JV specializing in waste recycling in the Region of Nizhniy Novgorod.


  • Advising a German energy holding company on structuring a JV in the Region of Moscow, advice on JI-projects (art. 6 of Kyoto protocol).


  • Assisting a German road marking materials' manufacturer in foundation of a joint venture in the Region of Moscow.


  • Assisting an Austrian pipeline’s manufacturer in foundation of a JV with participation of a state enterprise of the city of Moscow in the Region of Smolensk.


  • Assisting a German road marking materials' manufacturer in foundation of a joint venture in the Region of Moscow, and so on...

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+ 7 925 22 22 559


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