Practices and Industries /
Corporate and M&A. Compliance. Sanctions
Support for creation, restructuring, and management of companies, including corporate governance, capital structure, charter documents, and relationships among business participants.
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[ about practice ]
Corporate and M&A. Compliance. Sanctions
Throughout its history, KORR Legal has helped international and Russian clients structure, support and optimise their companies around the world.
KORR Legal’s practice covers contract work that takes account of the optimal form of partnership and jurisdiction, project finance (real estate, media, FMCG, IT, R&D), raising investment, as well as due diligence and support for clients in their day-to-day corporate procedures.
KORR Legal’s practice covers contract work that takes account of the optimal form of partnership and jurisdiction, project finance (real estate, media, FMCG, IT, R&D), raising investment, as well as due diligence and support for clients in their day-to-day corporate procedures.
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[case study]
We combine international standards, tax efficiency and precise solutions tailored to the client’s objectives.
Structuring an international holding group
Corporate law · Sanctions · Multi-jurisdictional planning · EU, UAE, United Kingdom
Corporate law · Sanctions · Multi-jurisdictional planning · EU, UAE, United Kingdom
KORR Legal was instructed to restructure an international media holding group. The client’s main objective was to separate both financial flows and operational functions between group companies in different jurisdictions. The new group structure also had to retain certain residual elements required for a specific tax regime to apply in the United Kingdom.
The new operating model proposed by KORR Legal made use of the free economic zones of the UAE. Given the wide range of legal and tax regimes available there, and the fact that the UAE remains a jurisdiction friendly to Russia, their advantages can be used to protect against the application of sanctions legislation on both sides.
The new operating model proposed by KORR Legal made use of the free economic zones of the UAE. Given the wide range of legal and tax regimes available there, and the fact that the UAE remains a jurisdiction friendly to Russia, their advantages can be used to protect against the application of sanctions legislation on both sides.
Structuring a holding group with cross-ownership of oil and gas assets
Cross-border corporate structuring · Holding structures · CIS / UAE / Turkey
Cross-border corporate structuring · Holding structures · CIS / UAE / Turkey
Acting for a major Russian oil and gas company, KORR Legal carried out a comprehensive legal analysis and prepared a holding structure with cross-ownership of assets in several CIS jurisdictions, with a subsequent move to a UAE free economic zone and the possible use of an additional “friendly” jurisdiction.
The work included an analysis of the laws of each jurisdiction, a comprehensive risk assessment and practical recommendations on building a structure that preserves control, management, income and financing capabilities.
The work included an analysis of the laws of each jurisdiction, a comprehensive risk assessment and practical recommendations on building a structure that preserves control, management, income and financing capabilities.
Legal support for the Russian development team of a foreign IT company
Tax law · Currency control · Counter-sanctions · Cyprus · Russia
Tax law · Currency control · Counter-sanctions · Cyprus · Russia
Acting for the beneficial owner of a Cypriot controlled foreign company, KORR Legal carried out a comprehensive analysis of the restructuring of a Russian debtor’s debt (approximately USD 4.5 million).
The work included communication with regulators and an assessment of the risks of withholding tax on interest income, other tax consequences for the parties to the transaction, and the risks of breaching currency control and counter-sanctions legislation.
The work included communication with regulators and an assessment of the risks of withholding tax on interest income, other tax consequences for the parties to the transaction, and the risks of breaching currency control and counter-sanctions legislation.
Restructuring and termination of mutual obligations under cross-border agreements, taking into account currency control and sanctions
Currency control · Sanctions · Cross-border contracts · Russia / United Kingdom
Currency control · Sanctions · Cross-border contracts · Russia / United Kingdom
Acting for a Russian IT company, KORR Legal developed legal mechanisms for terminating mutual obligations under agreements with a UK counterparty (software acquisition and distribution) totalling more than USD 13 million.
Taking into account the requirements of Russian currency control and tax legislation, two key scenarios were proposed and worked out:
an analysis of options for assigning claims and transferring the debt to a new resident counterparty, followed by a partial set-off of mutual claims;
a litigation strategy in the Russian courts (including anti-suit relief against parallel proceedings in England) to demonstrate that all possible steps had been taken to recover the debt and to minimise the risk of liability for breaching the rules on repatriation of foreign currency proceeds.
The work included an assessment of sanctions risks, an analysis of the applicable law and procedural tools, and practical recommendations on closing out the contracts safely.
Analysis of opening foreign bank accounts and restructuring financial flows under sanctions
Sanctions · Banking regulation · Cross-border payments · Singapore / Russia / friendly and unfriendly jurisdictions
Sanctions · Banking regulation · Cross-border payments · Singapore / Russia / friendly and unfriendly jurisdictions
Acting for a Singapore holding company (with a Russian subsidiary), KORR Legal carried out a comprehensive analysis of whether bank accounts could be opened outside the Russian Federation for cross-border payments, operating expenses, intellectual property payments and dividends.
Following the analysis, KORR Legal concluded that it would in practice be impossible to open and reliably maintain such accounts, owing to the sanctioned element in the client’s corporate structure, the risk of secondary sanctions, the position of correspondent banks and the de facto compliance with Western restrictions even in jurisdictions that have not formally joined the sanctions regimes.
The work included a detailed assessment of the applicable sanctions legislation, banking practice and compliance approaches in each of the jurisdictions considered, as well as reasoned practical recommendations to the client.
Following the analysis, KORR Legal concluded that it would in practice be impossible to open and reliably maintain such accounts, owing to the sanctioned element in the client’s corporate structure, the risk of secondary sanctions, the position of correspondent banks and the de facto compliance with Western restrictions even in jurisdictions that have not formally joined the sanctions regimes.
The work included a detailed assessment of the applicable sanctions legislation, banking practice and compliance approaches in each of the jurisdictions considered, as well as reasoned practical recommendations to the client.
Closing the representative office of a foreign company in Russia, taking into account counter-sanctions restrictions
Corporate law · Employment law · Tax support · Counter-sanctions · Russia / Switzerland
Corporate law · Employment law · Tax support · Counter-sanctions · Russia / Switzerland
KORR Legal handled the full cycle of winding down the operations of a Swiss company’s representative office in the Russian Federation.
The work included preparing and filing documents to terminate the office’s accreditation and deregister it for tax purposes, organising the dismissal of employees in accordance with the Russian Labour Code (notices, payments, interaction with the employment service), and developing solutions in light of the counter-sanctions restrictions in force. KORR Legal ensured that all procedural deadlines were met and that risks for the parent company were minimised.
The work included preparing and filing documents to terminate the office’s accreditation and deregister it for tax purposes, organising the dismissal of employees in accordance with the Russian Labour Code (notices, payments, interaction with the employment service), and developing solutions in light of the counter-sanctions restrictions in force. KORR Legal ensured that all procedural deadlines were met and that risks for the parent company were minimised.
Structuring the receipt of payments and settlements under currency control and counter-sanctions restrictions
Currency control · Sanctions · Cross-border payments · Russia / Turkey
Currency control · Sanctions · Cross-border payments · Russia / Turkey
Acting for an international IT group, KORR Legal analysed the options for receiving funds owed to its Turkish subsidiary by a Russian payment service, given sanctions restrictions that prevent direct cross-border transfers.
The work included an assessment of the applicable Russian currency control legislation, developing options for transferring the claims (assignment / agency agreement) to a Russian group company, an analysis of the tax consequences, of the possibility of making payments from Russian and foreign accounts, and of set-off and refund mechanisms for Russian users. KORR Legal prepared practical recommendations on structures that ensure compliance with currency control and counter-sanctions requirements.
The work included an assessment of the applicable Russian currency control legislation, developing options for transferring the claims (assignment / agency agreement) to a Russian group company, an analysis of the tax consequences, of the possibility of making payments from Russian and foreign accounts, and of set-off and refund mechanisms for Russian users. KORR Legal prepared practical recommendations on structures that ensure compliance with currency control and counter-sanctions requirements.
Structuring the repayment of a Russian telecoms operator’s debt under currency control and counter-sanctions restrictions
Currency control · Cross-border settlements · Corporate law · Russia / Italy
Currency control · Cross-border settlements · Corporate law · Russia / Italy
Acting for an Italian telecommunications group, KORR Legal analysed the options for repaying a Russian telecoms operator’s debt to a foreign creditor, given the restrictions on direct cross-border payments.
The work included an assessment of the proposed mechanisms (delegation of payment and assignment of claims followed by set-off), identifying the risks of breaching Russian currency control legislation in set-offs between the Russian subsidiary and its foreign parent company, and developing alternative structures that comply with currency control requirements (including through a contribution to the property of the Russian subsidiary and possible routes through other jurisdictions). KORR Legal prepared practical recommendations and drafts of the necessary documents.
The work included an assessment of the proposed mechanisms (delegation of payment and assignment of claims followed by set-off), identifying the risks of breaching Russian currency control legislation in set-offs between the Russian subsidiary and its foreign parent company, and developing alternative structures that comply with currency control requirements (including through a contribution to the property of the Russian subsidiary and possible routes through other jurisdictions). KORR Legal prepared practical recommendations and drafts of the necessary documents.
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[ responsible lawyers ]
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[ see also ]
KORR brings together legal areas that provide protection, development, and strategic resilience for business at a global level.
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[ news and events ]
Our expertise covers corporate, tax, and commercial law, as well as IT, media, telecom and arts. We offer solutions tailored to the characteristics of different countries and industries.
