Sergey Khanaev

On 19 June 2024 an event “ALRUD Summer M&A Talks ‘24” arranged by Corporate and M&A Practice took place at Ararat Park Hotel Moscow. During the event ALRUD Partners [Alexander Zharskiy](https://www.alrud.com/people/AlexanderZharskiy/ 'Alexander Zharskiy'), [Anton Dzhuplin](https://www.alrud.com/people/AntonDzhuplin/ 'Anton Dzhuplin'), [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev'), and a guest speaker Investment banker Pavel Vlasov discussed the latest trends and tendencies in 2023-2024 with reference to the recent M&A transactions and shared the findings of their own research on the terms of M&A transactions successfully completed by ALRUD team over the last 3 years. The speakers also focused on the major aspects and specifics of structuring transactions through closed-end investment funds and investment partnerships, the advantages and intricacies of such structures, and the best practices for the efficient use of these tools. This topic was of great interest to the audience, guests actively asked questions and got involved into discussion. After the content part, the Partner and Head of Practice Alexander Zharskiy summed up the discussion and invited the guests to enjoy the informal networking during the cocktail reception at the outdoor patio “Kremlin” giving a unique view of the Bolshoi Theater and the Red Square. Many thanks to all the guests for participating in the summer event arranged by ALRUD Corporate and M&A Practice and for their positive feedback! 

Qiwi Plc. sold its Russian assets to a Hong Kong based Fusion Factor Fintech Limited owned by Andrey Protopopov, former Qiwi CEO. The 23.75 bn RUB transaction was approved by the Russian regulators and the Qiwi Plc. board of directors. ALRUD team provided Qiwi Plc. with legal support of the transaction, including drafting binding documents and advising on particular regulatory and counter-sanction issues. The ALRUD team was headed by Corporate and M&A Practice Partner [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev') and comprised Senior Associate [Kristina Akalovich](https://www.alrud.com/people/KristinaAkalovich 'Kristina Akalovich'), Senior Associate [Natalia Raschevskaya](https://www.alrud.com/people/NataliaRaschevskaya/ 'Natalia Raschevskaya'), Senior Associate [Roman Vedernikov](https://www.alrud.com/people/RomanVedernikov/ 'Roman Vedernikov'), Associate [Olesya Klesheva](https://www.alrud.com/people/OlesyaKlesheva/ 'Olesya Klesheva'), and Associate [Eva-Maria Shakhmaeva](https://www.alrud.com/people/Eva-Maria%20Shakhmaeva/ 'Eva-Maria Shakhmaeva').

VEON is a major telecommunications operator in the CIS and several Asian countries that provides communications to more than 150 million users every day. VimpelCom (Beeline brand) was previously part of VEON Group. The ALRUD team advised VEON on comprehensive legal support throughout all the stages of the transaction: - on the initial stages of the transaction, the ALRUD team advised VEON on general issues related to the structuring of the transaction and advised on the auction sale process with several potential buyers; - ALRUD lawyers subsequently supported VEON with negotiating transaction documents with the Russian top management of VimpelCom led by Alexander Torbakhov. This included complex issues associated with structuring the redemption of VEON Eurobonds taking into account Russian and international regulatory restrictions and a disruption in communication between the National Settlement Depository and Euroclear/Clearstream; - on the final stages of the transaction, ALRUD represented VEON in negotiating commercial terms of the brand’s division and the operating activities of VEON Group and VimpelCom, as well as in complex issues involving the finalization of the transaction (including interaction with the registrar and broker). Supporting such a major and multi-faceted transaction would not have been possible without the full-service concept of ALRUD law firm. We not only provide comprehensive, high-quality legal assistance, but also integrate our services into our clients’ strategic goals. The ALRUD team that worked on the project under the guidance of Corporate and M&A Practice Partner [Sergey Khanaev ](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev ')and Head of the Corporate and M&A Practice [Alexander Zharskiy](https://www.alrud.com/people/AlexanderZharskiy/ 'Alexander Zharskiy') included a cross-functional team from the Corporate, Competition/Antitrust, Commercial/IP and Tax practices: Partner [German Zakharov](https://www.alrud.com/people/GermanZakharov/ 'German Zakharov'), Senior Associate [Anna Grosheva](https://www.alrud.com/people/6093e916210d30797c08f072/ 'Anna Grosheva'), Senior Associate [Ksenia Erokhina](https://www.alrud.com/people/603153849a88436bc5741f62/ 'Ksenia Erokhina'), Senior Associate [Daniil Lozovsky](https://www.alrud.com/people/60270c4914530b26c438740c/ 'Daniil Lozovsky'), Senior Associate [Sergey Artemiev](https://www.alrud.com/people/608fbace783f7552674b5a09/ 'Sergey Artemiev'), Senior Associate [Kristina Akalovich](https://www.alrud.com/people/609517485166e233d263a11a/ 'Kristina Akalovich'), Associate [Eva-Maria Shakhmaeva](https://www.alrud.com/people/6395fc88c97d17606379ef77/ 'Eva-Maria Shakhmaeva'), Associate [Yulia Malchenkova](https://www.alrud.com/people/6395f83cb76d3d2868184969/ 'Yulia Malchenkova') and Associate [Olga Yuz](https://www.alrud.com/people/62d1777066cf4c716766b017/ 'Olga Yuz').

ALRUD experts advised “Hive” LLC (a subsidiary of PJSC “VimpelCom”) on the acquisition of 20% shares in Dybys Tech, an audio technology innovative startup developing the Voca Tech audio system applied for analyzing the customer service quality in retail trade. ALRUD team provided complex legal support in negotiation of the transaction documents and on the structuring of the cross border transaction. ALRUD team was headed by Corporate and M&A Practice Partner [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev') and comprised Associate Yulia Malchenkova and Junior Associate Bogdan Tuzenko.

On February 9, experts of Corporate/M&A Practice held the webinar 'Foreign Business in Russia: How to manage your divestment in 2023?' It has been almost a year since foreign companies started divestment of their Russian assets. During this period ALRUD has been successfully steering the clients through complex and ambiguous legal landscape providing full service legal support at every stage of exit process. [Alexander Zharskiy](https://www.alrud.com/people/AlexanderZharskiy 'Alexander Zharskiy'), Partner and Head of Corporate and M&A Practice, [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev'), Partner of Corporate and M&A Practice and [Alexander Kleschev](https://www.alrud.com/people/6082d8a62c0f9e3f02659fde/ 'Alexander Kleschev'), Senior Associate of Corporate and M&A Practice, discussed: - Key trends of divestment transactions during 2022 and estimations for 2023 - Overview of transaction participants (i.e. potential bidders, financing parties, GR, IBs, appraisers) - Genesis and snapshot of Russian counter-sanctions regulations applicable to exit scenarios - Specifics of M&A transaction documents and lessons to learn for 2023.

ALRUD specialists advised on the sale of VimpelCom by the global digital operator VEON to the Russian top management. ALRUD team provided comprehensive legal support for the preparation of and agreeing on the transaction documents. According to the transaction documents, VEON will receive a total consideration in the amount of RUB 130 billion. The transaction is expected to be closed not later than 1 June 2023. However, both parties may extend the deadlines if required licences and approvals from Russian and foreign regulatory authorities will not be received. VimpelCom (Beeline brand) is a part of the VEON Group (listed on the NASDAQ and the Euronext Amsterdam), a global digital operator that provides converged connectivity and online services to the customers. Kaan Terzioğlu, CEO of VEON Group, commented: *'After considering numerous options, I am confident that the agreed sale of VEON’s Russian operations to the VimpelCom management team represents an optimal solution for VEON, its Russian operations and the stakeholders of both companies, including customers, shareholders and creditors, as well as employees both in and outside of Russia. VEON is committed to ensuring the transaction is seamless for staff and customers in Russia, with no disruption to the services currently provided.'* ALRUD team was headed by Corporate and M&A Practice Partner [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev') and comprised experts from different practices: Senior Associate [Anna Grosheva](https://www.alrud.com/people/AnnaGrosheva/ 'Anna Grosheva'), Senior Associate [Ksenia Erokhina](https://www.alrud.com/people/ErokhinaKsenia/ 'Ksenia Erokhina'), Senior Associate [Roman Vedernikov](https://www.alrud.com/people/RomanVedernikov/ 'Roman Vedernikov'), Senior Associate [Sergey Artemiev](https://www.alrud.com/people/SergeyArtemiev/ 'Sergey Artemiev') and Junior Associate Yulia Malchenkova.

ALRUD specialists provided comprehensive legal support to Public Joint-Stock Company “Federal Grid Company – Rosseti” (“PJSC “Rosseti”), Russia's largest power grid company, in structuring the consolidated corporate governance of Russia's national power grid property. Upon studying various possible transaction structures, we prepared a detailed step-by-step plan of the intragroup merger of Public Joint-Stock Company “Federal Grid Company of Unified Energy System” with affiliated Public Joint-Stock Company “Rosseti”, Joint-Stock Company “Far East Energy Management Company”, Joint-Stock Company “Tomsk Trunk Grids” and Joint-Stock Company “Kuban Trunk Grids”. An essential condition for the reorganisation was for the Russian Federation to hold directly at least 75% plus 1 share in the merged company. The reorganisation was preceded by preliminary consolidation of the grid assets. Legal analysis included estimation of regulatory impact caused by termination of some of the largest companies in the industry, including impact on the wholesale electricity market related to cross-border electricity transmission, and forecast for the reorganised entity activity during the transition period before receiving all necessary licenses and permits. PJSC “Rosseti”, being Russia’s largest power grid company, consists of the backbone power grid system and distribution power grid companies. The merger of PJSC “Rosseti” officially finalizes the division of the national power grid system into backbone and distribution networks. ALRUD team, was headed by Corporate and M&A Practice Partners [Anton Dzhuplin](https://www.alrud.com/people/AntonDzhuplin 'Anton Dzhuplin') and [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev') comprised Of Counsel [Timur Akhundov](https://www.alrud.com/people/TimurAkhundov/ 'Timur Akhundov'), Associate [Irina Kuyantseva](https://www.alrud.com/people/IrinaKuyantseva/ 'Irina Kuyantseva'), Senior Attorney [Artem Sergey](https://www.alrud.com/people/ArtemSergey/ 'Artem Sergey'), Attorney [Marina Naumova](https://www.alrud.com/people/NaumovaMarina/ 'Marina Naumova'), and Trainee Olesya Klesheva.

On October 6, 2022, experts of [Corporate/M&A](https://www.alrud.com/services/CorporateLaw/ 'Corporate/M&A') and [Competition/Antitrust](https://www.alrud.com/services/CompetitionAntitrust/ 'Competition/Antitrust') Practices held the webinar “Foreign Business in Russia: Practical Aspects of Exit Strategies. Impact of latest Russian counter-sanctions regulations”. [Alexander Zharskiy](https://www.alrud.com/people/AlexanderZharskiy 'Alexander Zharskiy'), Partner and Head of Corporate and M&A Practice, [Sergey Khanaev](https://www.alrud.com/people/SergeyKhanaev/ 'Sergey Khanaev'), Partner of Corporate and M&A Practice, [German Zakharov](https://www.alrud.com/people/GermanZakharov/ 'German Zakharov'), Partner of Competition/Antitrust Practice, [Alexander Kleschev](https://www.alrud.com/people/AlexanderKleschev/ 'Alexander Kleschev'), Senior Associate of Corporate and M&A Practice and [Anna Grosheva](https://www.alrud.com/people/AnnaGrosheva/ 'Anna Grosheva'), Associate of Corporate and M&A Practice summarised recent market experience for strategies and options considered and implemented by foreign investors in Russia. The speakers gave overview of legal and practical aspects that should be taken into consideration, including the following: - Exit strategies and options; - Payment of dividends; - Using cash of Russian companies; - Liaising with Russian authorities and examples of consents; - Key aspects and legal effect of Presidential Decree No. 618; - Legal regime under the Presidential Decree No. 618 and Presidential Decree No. 520; - Legal and practical consequences of Presidential Decrees violation. Legal initiatives. The webinar was a great success with the audience.