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Practices

Taxation and Finance, Tax Optimization

«The road of civilization is paved with tax payment receipts.» —  

Unknown author

Taxation as a legal institution has historically been one of the first to appear. Tax payments are a material item of expenditure of any company, from entrepreneur to international corporation. Tax law and practice application thereof are subject to frequent and major changes. Also, control by tax authorities is enhanced. Thus, taxpayers need help of experts to mitigate tax risks and prevent excess payments.

Rightmark Group implements comprehensive projects for tax optimization, carries out analysis and minimization of tax risks in investment and other projects at all stages, provides customers with comprehensive support in various tax matters of current business activities, ensures solution of issues relating to taxation of banking, investment and financing activities, and defends violated rights of taxpayer companies in courts of all levels, including the Constitutional, Supreme and Supreme Arbitration Courts of the Russian Federation.

As part of their activities, the firm specialists perform duties of external experts (tax audit or financial Due Diligence) in order to timely identify tax risks, excess payments, etc., and to ensure fiscal security of a company. This instrument enables the client to check accuracy of calculation of taxes and levies, as well as relevance of tax optimization methods applied. 

 

Services within the practice

In the area of tax consulting Rightmark Group covers the whole range of matters related to taxation of legal and natural persons, as well as groups of companies, including but not limited to:

  • taxation of M&A transactions, investment and other major contracts, including preparation of investment agreements with regional authorities;
  • taxation of holdings, including: optimization of corporate and property distribution structures, structuring of intra-group contracts; 
  • subsoil use taxation;
  • stock market trading taxation; 
  • tax mitigation, use of tax deductions and benefits;
  • export VAT refund;
  • calculation and payment of excise duties;
  • application of law on profit tax, VAT, corporate property tax and other taxes; tax Due Diligence including:
    • Analysis of existing type of taxation (study of both certain areas of tax accounting, and all tax accounts of a company),
    • Taxation system selection depending on the nature of business,
    • Preparation of legal opinions regarding relevance of a general taxation system and special tax regimes,
    • Study of options of tax optimization of transactions,
    • Carrying out of an express analysis of tax accounts for 2-3 days,
    • Preparation of a report and practical guidelines for mitigation of tax risks and use of excess tax payments,
    • Tax risk analysis, tax risk mitigation programme development;
  • Comprehensive support of the process of company tax refund and credit;
  • Structuring of activities of foreign investors in Russia in terms of applicable tax rules and preferences; 
  • Support of investment projects from the initial stage of implementation; 
  • Expert review of validity of acts of tax authorities, etc.

Tax Disputes

  • protection of taxpayer interests during a tax audit;

Including review of legislation and primary documentation, drafting of answers to claims of tax authorities, assistance in collection of documents, development of strategy of relations with auditors, determination of dispute tactics following results of a tax audit. 

  • preparation of objections regarding tax audit report, recourse against decisions on liability for tax offences;
  • preparation of appeal and other petitions filed to judicial and higher tax authorities;
  • preparation of legal statements and formation of evidential basis of a case;
  • preparation of claims to prohibit recovery of accrued amounts and adoption of other interlocutory injunctions prior to dispute settlement in court;
  • legal representation in disputes involving tax authorities;
  • appeal against judicial acts in higher instances, counterargument to appeals of tax authorities;
  • compensation of counsel and other legal expenses;
  • compensation of harm caused by unlawful acts of tax authorities.
Rightmark Group provided legal support of ZAO reorganization proceedings aimed at business division between shareholders and tax optimization.
Rightmark Group provided legal support of ZAO reorganization proceedings aimed at business division between shareholders and tax optimization.

Due to planned division of business between shareholders of ZAO (private limited company), a need arose for a proportional asset allocation without prejudice to any existing ZAO rights, titles and interests or contractual obligations assumed earlier. Following the results of the preliminary document evaluation, several options were suggested to the client. Following our recommendations, a decision was made to reorganize ZAO by separation of a new legal entity to which part of the company property is transferred, including rights and obligations under a contract for lease of a land plot provided for construction for investment purposes.
Results of the work carried out by Rightmark Group lawyers included financial analysis of the legal entity, comprehensive plan for reorganization, and implementation of all procedures required by the law. After ZAO establishment, legal support was provided to the client in preparation and filing of documents for state registration of the new company stock issue.

 
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.

 
Aleksandr Rassudov

Managing Partner of Rightmark Group legal firm