Reorganization

As a legal council, Liniya Prava proposes legal services within all of the steps over the project. The scope of services that may be rendered by Liniya Prava within the Reorganization of the Company comprises of the following:

1. Preparation of the Reorganization time-table, step-plan, advising on general terms;

2. Coordination of the activities of the parties to the project (including of liaising with federal regulatory authorities (FFMS,  etc.);

3. Conducting Company’s limited legal due diligence for the purpose of Reorganization;

4. Drafting or amending the following constituent and/or internal documents of a joint-stock company being established by way of reorganization:

• company’s Charter
• general meeting of shareholders regulations
• Board of directors regulations
• Sole Executive Body regulations
• Collegial Executive Body regulations
• board of internal auditors regulations

If appropriate, assistance in drafting other internal documentation regulating the corporate governance of the joint-stock company being established, including but not limited to documents that would be required for Company’s listing with Russian exchanges:

- regulation of the BoD Audit Committee;
- regulation of the BoD Employment and Remuneration Committee;
- regulation on the Internal Control;
- regulation on the Inside Information.

5. Drafting Company’s corporate approvals and other documents in respect of the Reorganization inclusive of:

• Company’s corporate decisions essential for implementation of the Reorganization (including resolutions of the general meeting of the shareholders, drafting and agreement of the wording of a notification letter to creditors, etc.)
• decision on issuance of shares, report on the placement of shares
• decision on the affirmation of the decision on issuance of shares and the  placement report
• prospectus
• other corporate resolutions
• questionnaires of the issuer
• other documents required for the state registration of the issue of shares and the placement report
• assisting in legal issues regarding information break-down in the course of Reorganization (as per legal requirements).

6. Legal assistance within the share issue (placement report) state registration issued due to the Reorganization of the Company

7. Comprehensive advising on matters relevant to the Reorganization and of the Company.

Related practices

• Restructuring
• Privatization
• Antitrust Law/Competition

Related deals

• Legal advice on reorganization of «OGK-5»
• Legal advice and related services to RAO UES of Russia in connection with the first and second stages of reorganization
• Legal advice to “Ritek” on reorganization with accession of “NadymGeoDobycha” (“NGD”)
• Legal advice to «Ivanovskaya generating company» on reorganization