SERVICES

Shapovalov Petrov law firm offers consulting services both to one-off clients and subscribers. The fee for one-off advice is estimated for free upon a preliminary study of the client’s issue. We may offer per hour or fixed rates.

Becoming a subscriber, the client is entitled to get answers to an unlimited number of questions at a fixed monthly rate and also may terminate the agreement starting from any month.

Please note that subscribers’ agreements may also cover other services, for instance: support of in-house tax audits or legal representation on model tax disputes. Any client may have a subscriber’s agreement tailored to meet his demands at most.

Our team has ample experience in providing tax advice including on the following issues:

International taxation planning and compliance with the Controlled Foreign Companies legislation

Our company provides support to its clients on issues related to the law on Controlled Foreign Companies, effective since 2015, and on issues related to taxation of crossborder transactions and international tax planning.

Tax budgeting

Tax budgeting is an important tool to manage tax burden and cash flows in terms of paying taxes for the business in general and for each and every entity in particular. The Tax Budgeting service may help you address the following tasks:

• Forecasting tax liabilities;
• Optimal distribution of tax burden among the entities and within the year;
• Improving transparency and control of the Group’s subsidiaries;
• Improving efficiency of tax overpays management and facilitating VAT refunding;
• We will assist you in setting up a tax budgeting system tailored with regard to the specific features of your business to meet its demands.

Appearing for taxpayers in commercial courts is a priority for Shapovalov Petrov. We have broad experience with most sophisticated litigations on a full range of tax disputes in almost all judicial districts. Distance doesn’t really matter!

Our fees are very flexible. We practice all types and forms of remuneration: per hour, fixed rates, conditional fee or their combinations.

Most popular fees are conditional ones with extra reimbursement of overhead costs. Such an approach conveys our confidence of positive outcome to the clients.

This service is relevant to taxpayers during a field tax inspection. Our aim is to reduce the amount and number of tax claims against the taxpayer after a field tax inspection. Depending on the situation the support of a field tax inspection may include the following stages:

Stage 1. During a field tax inspection

• Providing the taxpayer’s experts with legal advice on controversial issues which may arise during the inspection;
• Developing recommendations on how to substantiate the taxpayer’s stance on controversial issues;
• Support of such tax inspection measures as interrogation of witnesses from among the taxpayer’s staff, discovery and seizure of documents, production of expert evidence;
• Representing the taxpayer’s interests before tax authorities on site at the final stage of the inspection (at the moment of disclosure and discussion of identified violations due to be included in the field tax inspection Act)

Stage 2. Out-of-court settlement

• Validity (relevancy) analysis of the field tax inspection Act;
• Development of ratio decidendi to challenge the inspection Act at the tax authority;
• Drafting and execution of a challenge against the inspection Act;
• Identification and submission to the tax authority of documents to support the ratio decidendi stated in the challenge;
• Representing the taxpayer at the tax authority at the stage of considering the claim against the inspection’s organization and results;
• Validity (relevancy) analysis of the resolution adopted on the basis of the field tax inspection results;
• Lodging an appeal against the resolution taken after the field tax inspection to the higher tax authority.

Stage 3. Court settlement

• Validity (relevancy) analysis of the resolution adopted on the basis of the field tax inspection results (considering the appellate results);
• Development of ratio decidendi to file a claim at the Commercial Court;
• Establishing evidence to support the taxpayer’s ratio decidendi;
• Executing a claim to be submitted to the Commercial Court;
• Appearing for the taxpayer at the Commercial Courts (first instance, appellate and cassation instances);
• Appearing for the taxpayer in the Superior Commercial Court of Russia if necessary;
• The taxpayer’s legal representation at the stage of the court’s enforcement proceedings.

We are ready to offer the whole range of services listed above, or any part of them.

You can pay in installments, for every stage. The cost will be determined on a case-by-case basis. The cost may be calculated for every stage separately or for the whole range of provided services.

This service is aimed at identifying and removing the company’s bottlenecks in advance, before tax audits take place.

Within this offer, our specialists will check your company’s commercial activity over the period to be inspected by tax authorities. The check is followed by a report with practical recommendations on how to eliminate or mitigate the identified tax risks.

Another aspect of this service is when our specialists participate in mandatory reporting audits (of Russian GAAP or IFRS) and ensuring its conformity in terms of reported taxes and disclosed tax liabilities and risks. The service is provided together with a partner company from among top 3 Russian auditors, according to the Expert agency rating.

Our company provides legal advice and methodological support on transfer pricing issues (Section V.1 of the Russian Tax Code)

• Examination of transfer prices: risk identification and assessment of non-compliance with transfer pricing rules, assessment of transfer prices’ compliance with the market level;
• Development/revision of transfer pricing policy considering transfer pricing rules (Section V.1 of the Russian Tax Code);
• Development/adaptation of transfer pricing documents to justify the selected pricing methodology and the applied pricing level;
• Benchmark study to determine the market price level and profitability of transactions (sales and purchases, providing services, extending loans, collaterals, guarantees including the guarantees to ensure speedy VAT refunding, transfer of the right to use non-tangible assets etc.).

Our experience shows that every big company has tax overpays which may be transformed into its financial reserves. Overpays usually originate from the low quality of tax legislation in Russia. The legal linguo is often ambiguous and the taxpayers trying to minimize their risks opt for conservative approaches.

Shapovalov Petrov law firm offers its services of safe tax overpay refunding. In providing these we are sticking to the following principles:

• Do no harm (while refunding the overpaid taxes we do not create any risk for the taxpayer to be fined);
• Do it yourself (doing our job, we try to avoid using the client’s staff);
• Pay for results (our remuneration depends on the amount of overpaid taxes which were actually refunded).

Our company provides assistance in assessing tax and legal consequences entailed by assets purchase and sale, corporate M&A and setting up joint ventures. This service is offered to support our clients during M&A procedure, starting from deal structuring and agreement reached with the contract partner to the moment the deal is closed.

Please note that if the deal is structured regardless of taxation features, especially if it involves foreign residents, it may result in extra financial costs and negative tax repercussions.

A comprehensive approach to structuring a deal makes it possible to include any tax and legal consequences in the deal price or to offset them through certain saving mechanisms incorporated in the clauses to a sale and purchase agreement or a shareholder agreement. It may also be useful when negotiating with the contract partner.

We know that big one-off deals, if reflected in the company’s Russian financial statement, will always be in the focus of tax authorities during subsequent tax inspections. Therefore, when suggesting different solutions, we always use our experience and effective practice to verify them and ensure their safety margin necessary to pass such checks successfully.

We offer a comprehensive range of services to support M&A deals:

• Pre-investment Тax and legal DD;
• Development of the tax and legal structure of assets’ sale and purchase;
• Tax simulation (calculation of tax burden for the deal);
• Advising on assets integration – applicable to acquisition deals (adapting the asset to the buyer’s standards);
• Development of tax clauses to transfer of rights agreements (sale and purchase agreements, shareholder agreements etc), drafting of the text of such agreements;
• Engagement in the negotiations on the deal.

Prior to acquiring a new business or investing in an asset, the buyer must do an all-round comprehensive check of what he wants to spend his money on. It is not recommended to decide on alienating or acquiring a business without first getting a detailed report on real and potential tax and legal risks pertaining to this business.

Many such risks may have a delayed nature and only surface after the acquisition. For instance, extra tax payments accrued during a tax inspection can be related to not only historical risks of this asset, but also to the structure of acquisition deal. Therefore, the buyer sometimes learns of the asset’s real price which actually includes the cost of previously underestimated tax and legal risks too late to do anything. Hence, it is very important to do a due diligence of the company or asset to be purchased.

Due Diligence should be done in the shortest time possible until the closing of a deal. We may boast of our own know-how of doing DDs and an impressive track-record of due-diligence done for numerous clients in different industries including Retail, Transport industry, O&G and energy sectors.

Our specialists have accumulated wide experience of legal support in corporate issues. Within this area of our activity we offer advice on sophisticated questions of shareholding practice, support deals and make sure they comply with the effective corporate legislation including transactions that involve stakeholders of international jurisdictions. We appear for companies and their shareholders or stakeholders in courts.

We accept hourly fees, fixed rates or subscriber’s contracts. Becoming a subscriber, the client is entitled to turn to us for advice on an unlimited number of occasions for a fixed monthly fee.

Please note, that subscriber’s contracts may cover other services offered by our company, too. Any client is free to have a contract tailored that would suit him best.

The most popular services, offered by Shapovalov Petrov law firm in this area are:

• Holdings structuring and restructuring, optimization of the current corporate structure
• Legal opinion on premeditated or already closed deals
• Support of M&A, reorganization, takeover, transformation, in-house dissolution
• Development of ownership and management models
• Legal enforcement of shareholders’ tangible and intangible rights
• Support of sale and purchase of shares and stakes including to foreign companies
• Legal expert opinion and drafting of incorporation instruments and other corporate documents
• Development of shareholder agreements including the ones done by English law
• Challenging resolutions taken by General Shareholders’ (founding members) meetings
• Challenging big interested party transactions
• Development of a set of measures to restore corporate control

Our judicial team is distinguished by their professionalism, expertise in global judicial practice and art to find successful litigation solutions. When our services in this field are requested, we always make a transparent forecast of the potential outcome of the case and the rulings enforceability. We offer different defense strategies and warn against probable risks of a future litigation.

The judicial team of Shapovalov Petrov has positive experience of legal representation in most of commercial judicial districts in Russia, in all instances, except for the Supreme Court of the Russian Federation.

Our fees are very flexible. We practice all types and forms of remuneration: per hour, fixed rates, conditional fee or their combinations.

Our most popular judicial domains are:

• Tax disputes
• Corporate law disputes
• Disputes related to real estate property rights, rights emerging from leasing relations
• Disputes in the area of construction and architecture
• Disputes arising from contractual relations, debt collection, recovering losses and lost opportunity
• Administrative law disputes
• Anti-trust disputes
• Disputes on recognizing legal facts
• Disputes on protecting honor, dignity and business reputation

We have accumulated ample experience of supporting commercial activity of medium-sized and big companies, advising clients on sophisticated issues in different branches of law, supporting big or risky transactions.

Our commercial team is able to fully substitute the client’s in-house legal department or considerably improve its expertise.

We are happy to offer you an hourly fee, fixed rates or a subscriber’s contract. Becoming a subscriber, the client may turn to us on an unlimited number of occasions for a fixed monthly fee.

Please note that subscriber’s contracts can cover other services offered by our company, too. Any client is free to have a contract tailored that would suit him best.

Our commercial team offers the following popular services:

• Drafting and analysis of civil law contracts for different industries, supporting negotiations on the conclusion, termination and amendment of contracts.
• Legal opinion of the client’s effective agreements, identifying commercial risks, development of agreement regulations, setting up the company’s contracts database
• Work with claims in case of the contract partner’s non-performance
• Support of loan and security transactions
• Support of foreign trade deals
• Support of real estate and leasing deals
• Representation for concession owners
• Licensing and certification
• Obtaining intellectual property rights

Shapovalov Petrov law firm has wide experience in supporting insolvency and bankruptcy procedures. Our experience enables us to develop efficient strategies for debtors, creditors, founding members and managers.

Our fees are very flexible. We practice all types and forms of remuneration: per hour , fixed rates, conditional fee or their combinations.

We offer the following services as part of our bankruptcy procedures support:

• Support of supervision, financial rehabilitation, external management (trusteeship) and competition management
• Analysis of potential repercussions of starting bankruptcy proceedings
• Applying fast-track bankruptcy procedures
• Selection, nomination and supervision of the official receiver
• Analysis of creditors’ claims, challenging them
• Appearing for clients at creditors’ meetings, challenging creditors’ meeting resolutions
• Challenging shady deals, recovery of assets to the bankruptcy estate, recovery of current liabilities
• Assignment of claims support
• Pursuing secondary liability on a manager, founding member, stakeholder (controlling members) of a company
• Other procedures necessary to protect the client’s interests