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Practices

Antitrust Law

As is widely known, successful business tends to suppress free market competition. A competitive environment promotes, to a certain extent, achievement of a balance between interests of economic entities. However, the main instrument designed to regulate and ensuring competition in the market — antitrust law — is one of the most complex and imperfect tool to date.

participation in the public procurement process is also challenging both in terms of legislative regulation, and implementation, not only for businesses, but for public companies as well.

Rightmark Group ensures comprehensive support of activities of companies in the areas of antitrust law and state and municipal procurement.

Rightmark Group lawyers successfully represent and protect interests of clients in hard matters and disputes related to antitrust regulation at the stage of both administrative and judicial proceedings, participate in coordination of M&A and joint venture establishment transactions with antitrust authorities; conduct due diligence of planned transactions in the context of antitrust law, assist clients in carrying out of state and municipal procurement activities. 

Services within the practice

  • due diligence;
  • development, drafting and review of contracts and other documents necessary for implementation of transactions within the scope of antitrust regulation;
  • coordination and support of transactions considered as economic concentrations (acquisition of shares (interest), M&A);
  • client representation before antitrust and judicial authorities, including in challenging of bidding results;
  • support of development and drafting of the Procurement Regulations ;
  • representation of publicly owned companies, public institutions, unitary enterprises during inspections of procurement activities by public authorities; 
  • advising on issues of antitrust compliance;
  • advising on issues of regulation of procurement activities, participation in auctions and tenders;
  • development and drafting of documents for structuring of and participation in the process of state and municipal procurement. 
Rightmark Group experts conducted a legal due diligence of JSC Leningrad Oblast Utilities in such areas as corporate history, rights to property, transactions, environmental management and disputes, for the purpose of legal risk identification and assessment.
Rightmark Group experts conducted a legal due diligence of JSC Leningrad Oblast Utilities in such areas as corporate history, rights to property, transactions, environmental management and disputes, for the purpose of legal risk identification and assessment.

Legal Due diligence was conditioned by the acquisition, by way of privatization, of a block of the company shares which used to be publicly owned. Assessment of identified legal risks resulted in development of recommendations for shareholders to prevent (minimize) adverse legal effects for a joint stock company placed under corporate control, which are caused by failure to register or improper registration of proprietary and liability rights being parts of the company assets, including rights to utility infrastructure facilities, objects of water and subsoil use.
Special nature of this Legal Due diligence was also determined by the special nature of activities of the company which is a local monopolistic provider of water supply, water disposal and heat supply services, as well as a specialist contractor operating utility networks. The Legal Due diligence included assessment of the company activities in terms of antitrust law, assessment of specifications issued by the company for connection of capital construction projects to utility networks, and the company’s compliance with the procedure for connection of capital construction projects to the aforesaid networks.

 
Rightmark Group provided legal support of a transaction for acquisition of 100% of bank’s share capital by a group of persons.
Rightmark Group provided legal support of a transaction for acquisition of 100% of bank’s share capital by a group of persons.

Acquisition of any company with high value assets and a long history of activity, much less a credit institution, is always connected with the necessity of detailed study of both legal fate of its assets, and close examination of history of the company itself in order to identify risks and material events which may influence the decision to purchase a credit institution, or the purchase price. Apart from the acquisition of 100% of the bank shares, Rightmark Group faced the task of opening a branch office in St. Petersburg, early termination of powers of the bank's management bodies and election of new management.
In order to complete the specified tasks Rightmark Group conducted legal and financial Due Diligence, organized interaction between the bank seller and the purchasers, developed a detailed action plan for preparation for the transaction, settlement thereof, and follow-up measure, ensured transaction structuring and support, prepared all the necessary documents (applications, notices, contracts, records, etc.), implemented corporate procedures for re-election of the bank management bodies, amended constituent documents of the bank, made arrangements to open a bank branch office in St. Petersburg.

 
Rightmark Group lawyers supervised JSC Pilot Boiler and Turbine Plant buyout transaction.
Rightmark Group lawyers supervised JSC Pilot Boiler and Turbine Plant buyout transaction.

Acquisition of a company with high value assets and a long history of activity is always connected with the necessity of detailed study of both legal fate of its assets, and close examination of history of the company itself in order to identify, for example, off-balance sheet liabilities of the company, unreliable data provided by the seller, or other material circumstances.
When concluding transactions of such scale a detailed analysis should be conducted: to estimate risks and identify material events which may influence the decision to purchase, or the purchase price. In order to complete this task Rightmark Group conducted legal and financial Due Diligence.
Also, when agreement was reached on the sale of shares, rights of sellers (successors) to a part of the shares were not duly certified, thus, Rightmark Group experts originally supervised the process of share ownership registration.

 
Rightmark Group lawyers secured cancellation of results of regional tender for transport services.
Rightmark Group lawyers secured cancellation of results of regional tender for transport services.

A third instance court invalidated results of a tender held with violations. The tender subject was a right to conclude a contract for public transport services on city and suburban routes public in Vsevolozhsky district of Leningrad Oblast. Due to tender procedure violations St. Petersburg transport company Victoria was unable to take part in the tender, and with the help of Rightmark Group lawyers brought an action before the court. In course of the legal proceedings local government changed in Vsevolozhsky district, and the new administration admitted the claim in full. Following the court judgment, the Traffic and Transport Infrastructure Committee of Leningrad Oblast will hold a new tender for the disputed routes. 

Olga Karpova

Head of Corporate/M&A Practice  

 
Maria Smirnova

Senior Associate of Corporate/M&A Practice