Current operations and development

Tax optimization

Prevention of administrative and criminal prosecution risks in the area of taxation through:

• development of efficient and safe corporate tax policies for the purposes of risk minimization, inter alia, concerning transfer pricing, thin capitalization, affiliation and/or mutual dependence;
• contractual relation structuring for the purposes of the highest tax optimization;
• elimination of the risks of establishment of a permanent representative office of a foreign company in the Republic of Belarus;
• conduct of pre-investment tax due diligence of Belarusian companies;
• support with conduct of internal tax inspections for the purposes of identifying and minimizing established risks.

HEADS OF DIRECTION

Customs and foreign trade (export and import)

Support with safe conduct of foreign trade transactions in foreign currencies:

• due diligence of foreign economic, inter alia, foreign trade transactions, identification of the best possible arrangements for transactions in foreign currencies;
• harmonization of distribution/dealership contracts with peremptory provisions of the Belarusian law;
• development and adjustment of transaction provisions in view of the business interests;
• support with close-out of foreign trade transactions for the purposes of minimizing administrative prosecution risks;
• adaptation of international incentive policies from the perspective of requirements of the Belarusian national regulations;
• administrative and legal support of business in disputes with controlling bodies (protection of interests in cases on administrative offenses in the foreign exchange and control area) (in this matter we are assisted by the Attorneys at law to whom we cooperate);
• customs consultancy and compliance (development of the best possible mechanism of activity directly or indirectly associated with goods movement across the customs border, identification of suitable customs procedures and operations).

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Intellectual Property

Business protection through defense of brands and other intellectual property rights:

• support with transfer of intellectual property titles;
• intellectual property commercialization;
• identification of the best possible efficient model of intellectual property use in corporate operations;
• keeping patents valid;
• prevention and suppression of unfair actions of competitors and other intellectual property users in violation of the Client’s rights;
• customs property of intellectual property;
• settlement of disputes arising out of intellectual property use  (in this matter we are assisted by the Attorneys at law to whom we cooperate).

HEAD OF DIRECTION

Acquisition of business assets, shares, IP

Identification of a suitable procedure of business asset acquisition, comprehensive transaction support in view of the safety requirements, economic advantages and further efficient use, taking into account the following:

• current or required corporate structure;
• issues of taxation and declaration;
• need for and adequacy of investee inspection in terms of legal risks.

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Real estate

Protection of interests of construction project stakeholders – developers and investors, construction contractors and engineering organizations:

• selection of the best possible project model;
• structuring and legal support of transactions including investment agreements with the Republic of Belarus, shared construction participation and simple partnership agreements;
• adaptation of foreign standards, such as FIDIC, to Belarusian regulations;
• termination of, inter alia, construction contracts, recovery of liquidated damages, interests, losses;
• defense before public authorities and in courts  (in this matter we are assisted by the Attorneys at law to whom we cooperate).

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Construction

Support in the construction area includes the following:

• selection of the best possible model project and support with it;
• protection of interests of construction, engineering organizations, developers and investors;
• legal support with transactions, including investment agreements with the Republic of Belarus, shared construction participation and simple partnership agreements;
• adaptation of foreign standards, such as FIDIC, to Belarusian regulations;
• termination of, inter alia, construction contracts, recovery of liquidated damages, interests, losses;
• assistance to partners with finding a compromise in settling emerging differences.

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Personnel

Personnel risk minimization, as well as assistance to business with efficient HR management and sensible registration of legal relations with employees:

• support with registration of legal relations with employees, inter alia, with top managers and foreigners;
• development of job descriptions for employees of various levels in view of the corporate structure aspects and business area;
• development of a remuneration system;
• development of corporate by-laws in view of business interests;
• provision for business security through introduction of employees’ collective and individual material liability, establishment of an internal security system;
• development of an HR documentation system;
• settlement of conflicts with employees, inter alia, with top managers;
• when necessary, protection of client’s interests in court and before controlling bodies  (in this matter we are assisted by the Attorneys at law to whom we cooperate).

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Contract practices

Development of most efficient business relations through transactions and contracts of various types:

• development of civil law contracts, inter alia, sale and purchase/supply, service, construction, mixed and other contract types, taking into account the Client’s specifics and operating models as much as possible;
• reduction of the risks and prevention of the possibility of prosecution for inadequate fulfillment or failure to fulfill contractual terms;
• selection of the best possible contract form meeting corporate goals and objectives;
• regulation of internal managerial relations facilitating efficient corporate management and mutually beneficial interactions between the executive body and business owners.

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Commercial secrets, IP/IT

Development of system of business safeguards from potential commercial secret disclosure. Commercial secret mode. Organization of access to commercial secrets. Documentation of commitments to employees and agreements with counterparties. Prosecution of employees. When necessary, protection of business interests in court  (in this matter we are assisted by the Attorneys at law to whom we cooperate).

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Corporate governance (by-laws on transactions with affiliated parties, procurement issues, etc.)

Arrangement of operations of corporate governing bodies (general meeting, supervisory board), including:

• development of motions on convention of company’s general meetings, supervisory board meetings;
• provision of the corporate secretary service: preparation of all documents necessary for convention, conduct and registration of governing bodies’ decisions.

Minimization of risks associated with affiliated and related-party transactions, including development of the following:

• provisions on related-party transactions of the legal entity;
• list of affiliated and related parties of the legal entity;
• provisions on conduct of bidding procedures, procurement of goods and selection of suppliers.

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Antitrust Law and Competition

We help our Clients to comply with antimonopoly laws when entering the Belarusian market and in the process of corporate changes (coordination of economic concentration transactions, creation and reorganization of companies).

We support our Clients in complying with competition laws in the course of their activities when doing business (checking contracts and agreements, developing compliance systems, evaluating planned activities and materials).

We accompany our Clients if there are facts of violations of antimonopoly laws (we build defense tactics, prepare the necessary documents, represent the interests of the Client in the antimonopoly body, as well as in court  (in this matter we are assisted by the Attorneys at law to whom we cooperate)).

Our lawyers are experienced in settlement of antimonopoly cases in the Republic of Belarus and Russian Federation.

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