Automotive industryLegal support

formerly Goltsblat BLP in Russia

02 / Automotive industry: legal support

Motor vehicles have long since become indispensable for us – in addition to being a comfortable means of individual travel, they provide public transportation, carry loads and passengers for business purposes, provide for mobility and responsiveness by various special-purpose machines and engines and also participate in some of the most thrilling sports competitions. Millions of people and thousands of entities are in one way or another connected with the motor industry, including manufacture, distribution, servicing and use, and take a keen interest in related manufacturing and consumer news.

Bryan Cave Leighton Paisner (Russia) LLP attorneys have extensive experience in rendering legal support to the motor industry in the Russian Federation and Europe, assisting with incorporation, development, restructuring and protection of manufacturing companies, their assembly and distribution divisions, dealership chains and service organisations, as well as the financial arms of car manufacturers, lenders and insurers that are part of the motor business. Our team always stays abreast of the position taken by the relevant government authorities, business associations and consumer protection societies.

Bryan Cave Leighton Paisner (Russia) LLP specialists combine unique experience of rendering legal support to major and medium-scale projects in the Russian motor industry with a profound knowledge of and practical skills in applying legal tools for restructuring, financing and commercial operation of businesses on the European vehicle manufacturing, sales and servicing markets. Our client list includes some of the leading Russian motor companies, along with global motor corporations.

To our clients we offer integrated legal support for various projects, both complex and specific, and professional advice on all kinds of legal issues faced by motor market players.

• Analysis and development of motor business models, corporate business structuring, support for organic growth and expansion through M&A

• Comprehensive legal assistance in setting up complete cycle and assembly facilities, liaison with government and municipal authorities

• Expert review and support under the anti-monopoly law, representing clients during anti-monopoly examinations and initiation of cases for competition law violations

• Legal advice on building up and developing dealership networks, development, modification and termination of dealership, distribution and leasing agreements

• Environmental, sanitary and nature conservation aspects of operations by manufacturers and other entities involved in the motor sector

• Trade mark registration, patenting, development of and legal support for licensing and other agreements, legal assistance in fighting counterfeits

• Employment restructuring, staff reduction and job elimination, interaction with trades unions, legal due diligence of labour law compliance by motor businesses, identification and mitigation of possible risks; corporate pension plans

• Advice on various legal aspects of localising manufacture of spare parts and SKD units, including set up of joint ventures, car manufacturers’ trade mark and know-how protection, marketing and distribution

• Advice on customs matters, preferential customs treatment of SKD importation and vehicle import Tax planning and tax restructuring, legal advice on all aspects of taxation in the Russian Federation and other European countries

• Legal support for financing of distribution networks and dealerships, long- and short-term loans and ensuring repayment of borrowings

• Land, real estate and construction services for the motor business: lease of office and warehouse premises, testing tracks, trial grounds and training centres

• Comprehensive legal support for consumer relations, including legal assessment of marketing campaigns, customer loyalty programmes, personal data processing and storage, assistance in claims handling and representation in customer disputes

• Pre-trial settlement and comprehensive defence in court disputes for all kinds of legal action, legal assistance in enforcement proceedings, recommendations on how to prevent unfair business practices in the motor industry

• Legal support for financial services in the automotive sector:

• set-up, reorganisation and ongoing support of financial vehicles of the automotive holdings

• development and support of banking, leasing and insurance products

• factoring programs

• dealers and consumers lending

• restructuring programs for distressed debt

• securitisation programs for the car loans

• dealing with the relevant state authorities: Central Bank, securities services/antimonopoly/consumer rights regulators

• litigation in connection with financial products

Some of our legal advice services to motor sector companies:

The Legal 500 2019

Bryan Cave Leighton Paisner (Russia) LLP provides ‘top-notch transactional support’ and ‘prompt, effective and accurate legal advice’.

Automotive industry: legal support / 03

RECENT PROJECTS HANDLED BY OUR TEAM:

Automobile component manufacturers

Succeeded in having a joint venture agreement on manufacture of certain automobile components approved by the Federal Antimonopoly Service (the FAS of Russia).

NISSAN MOTOR

Legal support for car assembly plant construction, including legal advice on agreement with the Federal Government and Federal Customs Service, investment agreement with the City of St. Petersburg, customs and tax incentives, land lease and construction matters, licences and permits, environmental and sanitary compliance.

HYUNDAI

Advised the major Korean car manufacturer Hyundai on pricing spare parts and components to avoid being accused of setting monopoly high prices

KOMATSU

Legal support for construction of a plant, with legal advice including on investment agreement with the regional and municipal authorities, customs and tax incentives, land lease and purchase matters, construction matters, licences and permits, environmental and sanitary compliance.

Royal Bank of Scotland

Legal support for its £260m acquisition of real estate interests in 92 Volkswagen Dealerships for RBS, this being the first of the sale and leaseback transactions underpinning the Volkswagen sale and leaseback programme in relation to its UK interests in the real estate of their franchised dealers.

Ford Motor and Ford Financial

Legal advice on finance and financial risk assessment, including the restructuring of Quartic Motor Group, previously the seventh largest chain of Ford dealerships in the UK.

MAGNA INTERNATIONAL

Advice on the anticipated acquisition of Opel’s business in Russia and other CIS countries from General Motors.

TOYOTA

Legal advice to Toyota (GB) on setting up a scheme for provision of gap finance to three prospective dealer principals for acquisition and operation of dealerships under the Toyota Franchise.

04 / Automotive industry: legal support

Russian financial arm of a major German car producer

Analysis of the terms of financial service provision, cooperation with banks and insurers, compliance with the anti-monopoly legislation, advice on advertisement campaigns.

A leading Korean car producer

Acted for the client before the Russian Federal Antimonopoly Service on exclusive car-manufacture licensing agreements.

ASFiNAG

An Austrian PPP road construction project worth 2 bn euro. Advised ASFiNAG, the Austrian highways agency, on construction of three new toll roads within the country.

ICAHN ASSOCIATES

Acted for the client in cross-border restructuring of the Federal Mogul Group.

Volkswagen Group and other major car manufacturers / distributors

Legal advice on development of client management and service systems and successful representation of the clients in handling consumer claims in courts and support in out-of-court settlements.

Major European and Japanese car manufacturers and their distributors

Legal support for national HQ office lease, track project concept elaboration, educational centres and trial ground leases.

Leasing companies in the UK and Russia

Legal advice on various aspects of fleet and equipment leasing.

ROLF

Legal due diligence of show rooms and service centres prior to their acquisition, risk assessment, acquisition deal structuring, negotiations, etc.; legal due diligence of all show rooms, service centres and development projects owned by the client (‘sanity check’), elaboration of recommendations for fixing identified legal issues, etc.

A major car manufacturer

Acted for the client in hearings of multi-item cases in the Arbitration Court of St. Petersburg and the Leningrad Region, including taxation and depreciation aspects of handing over industrial equipment.

The largest global premium car manufacturer

Acted as an in-house lawyer on a project where the dealership network as a whole was to adopt new formats of contractual documents. This involved development of a model dealership agreement (with many appendices), its approval by the company and by dealers, negotiation of disputable matters in the contract documentation with dealers, legal due diligence on the dealers prior to re-conclusion of dealer contracts, etc.

Automotive industry: legal support / 05

SCANIA-RUS LLC

Successful representation in connection with 2 litigations against the former dealer for recovery of a substantial debt deriving from supply contracts.

NISSAN/RUSSIA

Advice on the more stringent environmental requirements on cars being introduced in the Russian Federation.

Volkswagen Group and other leading car manufacturers / distributors

Advised on provision and prolongation of warranties for new vehicles, regulation of financial flows on performance of warranty obligations, and various aspects of promoting used car sales.

Brunswick Rail Leasing

Represented Brunswick Rail Leasing in its dispute with Mechel over termination of the wagon lease agreement and recovery of USD 21 million debt. The numerous court and arbitration cases around this dispute were settled on the terms favourable for our client.

Volkswagen Group Rus

Represented the interests of the client in a series of disputes associated with termination of dealership agreements, recovery of debt and seizure of over 350 luxury cars.

Bryan Cave Leighton Paisner (Russia) LLP is a member of the subcommittee

on strategic innovations in the automobile industry under the

Chamber of Commerce and Industry of the Russian Federation

CONTACTS

VLADIMIR TCHIKINEPartnerHead of Customs and international trade (Russia)Vladimir.Tchikine@bclplaw.comTel.: 8 495 287 44 44

NIKOLAY VOZNESENSKIYPartnerHead of Competition Practice (Russia), PhD. Nikolay.Voznesneskiy@bclplaw.com Tel.: 8 495 287 44 44

Chambers Europe 2018

Excellent communication skills and deep understanding of how to deliver the legal solution to the business in the most simple and convenient way.

the US firm was founded that would become, subject to legal succession, Bryan Cave

the UK firm was founded that would become, subject to legal succession, Berwin Leighton Paisner (BLP)

one of Russia’s first law firms is founded by Andrey Goltsblat– Legal Practice

Pepeliaev, Goltsblat & Partners was founded, the biggest Russian law firm at that time

Goltsblat BLP was formed as a result of a merger with BLP

Bryan Cave combines with London-based BLP to form Bryan Cave Leighton Paisner

1873

1932

1994

2002

2009

2018

BRYAN CAVE LEIGHTON PAISNER GLOBALLY

Bryan Cave Leighton Paisner LLP law firm was formed in 2018 as a result of one of the biggest transatlantic mergers in the history of the legal business: the merger between the leading international law firms Bryan Cave LLP (U.S.) and Berwin Leighton Paisner LLP (UK), including its Russian practice Goltsblat BLP.

TODAY Æ Bryan Cave Leighton Paisner LLP is one of the biggest global law firms (among the top 50),

uniting more than 1,400 lawyers in 31 offices in 11 countries.

Æ Bryan Cave Leighton Paisner (Russia) LLP provides comprehensive legal support for any large-scale deals, projects and disputes in any jurisdiction, whenever and wherever clients might need it.

Æ Strong global practices and fully-integrated international teams in M&A, real estate, financial services and dispute resolution.

Æ The firm represents 40% of the Fortune 500, 30 of the world’s top 50 banks (by revenue) and 12 of the world’s biggest sovereign wealth funds.

Æ The firm has combined revenues of approximately USD 1 bn.

BEFORE THE MERGERBryan Cave

Æ one of the leading law firms in the US, its history going back one and a half centuries Æ 900 lawyers Æ 27 offices in North America, Europe and Asia Æ clients: major public multinational corporations, private companies, government entities and private

clients

Berwin Leighton Paisner (BLP) Æ a TOP-15 UK law firm, founded in 1932 Æ 500 lawyers Æ 14 offices in Europe, Russia (Goltsblat BLP), Asia and the Middle East Æ 8 times Law Firm of the Year award winner on different markets since 2004 Æ named a Top-5 ‘legal game changer of the last decade’ by the Financial Times (2015) Æ ranked Number 1 most innovative law firm by Legal Business (2017)

Goltsblat BLP Æ the Russian practice of BLP was formed in 2009 through a merger between Berwin Leighton Paisner

LLP and a team of lawyers headed by Andrey Goltsblat. As one of Russia’s biggest and best known legal teams, it has proven itself over more than 20 years as a market leader

REAL ESTATE & CONSTRUCTION

Æ for 9 years in a row ranked Band / Tier 1 by Chambers Europe and The Legal 500 in Russia and the UK Æ many times winner of Real Estate Law Firm of the Year, including Best Lawyers Russia 2017, 2019 and 2020;

Legal 500 UK Awards 2019

CORPORATE / M&A

Æ #1 law firm by M&A deal count in Russia in Q1-Q3 2018 according to Mergermarket, a leading M&A data and intelligence provider Æ #2 law firm by M&A deal count in Russia for 2019 according to the analytics platform Mergers.ru of Cbonds Group (as of 17 May

2019)

COMPETITION & ANTITRUST

Æ ranked Band / Tier 1 by The Legal 500, Chambers Europe and Pravo.ru-300 Æ Elite group by Global Competition Review / GCR 100 for 6 years running Æ Competition and Antitrust Law Firm of the Year in Russia: Best Lawyers Awards / 2018 and 2020 Editions

TAX PRACTICE

Æ Russia Tax Firm of the Year in both 2017 and 2018, shortlisted for 2019 - European Tax Awards | International Tax Review

DISPUTE RESOLUTION

Æ one of the biggest litigation teams in Russia, with 40 trial lawyers, including 17 advocates, based in Moscow Æ multi-area specialisation: provides not only comprehensive commercial litigation support but also targeted solutions for antitrust,

customs, tax, labour and IP cases, corporate criminal defence services to businesses and international arbitration

BANKING & FINANCE

Æ top ranked by The Legal 500 EMEA, Сhambers & Partners, IFLR 1000, Best Lawyers, etc. for several consecutive years Æ the banking and finance deals handled by the Moscow team of lawyers over the last 18 months topped USD 4.5 bn in value

INTELLECTUAL PROPERTY PRACTICE

Æ ranked Band / Tier 1 by The Legal 500 2019 and Pravo.ru-300 2018 Æ ranked Band / Tier 2 by Chambers Global 2019

EMPLOYMENT PRACTICE

Æ among the strongest teams in Russia, highly recommended by The Legal 500 and Chambers & Partners (Band / Tier 2) and Pravo.ru-300 2018 (Band 1)

BRYAN CAVE LEIGHTON PAISNER IN RUSSIA

The Russian practice of Bryan Cave Leighton Paisner (formerly Goltsblat BLP in Russia) is a well-established, stable team, one of the biggest on the Russian market; built up over more than 20 years, it is a recognised leader in Russia. The history of the BCLP Russian office includes the merger, in 2009, between one of the biggest teams on the Russian market, led by Andrey Goltsblat, and the leading UK law firm Berwin Leighton Paisner (BLP).

The Moscow office has more than 100 lawyers qualified under Russian, English and US law (State of New York).

>20>100

5x42

№1

Five times winner of Law Firm of the Year in Russia since 2009, including Chambers Europe Awards 2010, 2014 and 2015; The Legal Business Awards (The Legal 500) 2010; The Lawyer European Awards 2014.

42 of the Firm’s lawyers are included in the Best Lawyers 2020 rating (with a total of 73 mentions) and are recommended in 22 practice areas. This is one of the highest achievements among law firms in Russia.

Leading positions and profound Russian law expertise with the absolute majority of the practices in Russia recognised as market leaders / top-ranked by leading national and international rankings (The Legal 500, Chambers&Partners, Best Lawyers, Mergermarket, Pravo.ru-300, etc.).

Bryan Cave Leighton Paisner (Russia) LLP

Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1, Moscow 123100, Russia Tel.: +7 495 287 44 44 Fax: +7 495 287 44 45Email: moscow@bclplaw.com

www.bclplaw.ru/enwww.bclplaw.com