Olga Fonotova

Counsel

Olga is a practicing lawyer specialising on M&A deals, as well as Russian / international corporate and commercial law. For over 15 years she provides legal assistance to clients across various sectors of economy with a particular focus on mining, energy and natural resources.

Olga has extensive experience of representing clients’ interests in setting up joint ventures and negotiating commercial contracts, including complex cross-border deals. Olga has advised major transnational corporations on financing and refinancing of their projects in Russia.

Olga’s deep expertise includes structuring corporate presence and restructuring of assets. She also helps clients to resolve a wide range of operational challenges faced by international business in Russia, taking into account a combination of corporate, commercial and regulatory aspects of Russian law.

Highly recognised for her Russian regulatory practice work, Olga was named in the international ranking The Best Lawyers® in Russia 2018. She is a member of the Association of European Business (AEB) and of the ICC Commission on Commercial Law and Practice.

Olga is a holder of a PhD in Law degree. Alongside her legal practice, Olga is involved in scientific research work and lectures on international corporate and commercial law at top Russian law schools. She speaks at international conferences and her works are regularly published by authoritative legal publishers.

Project Work

Among notable projectsthat Olga has been involved in are the following:

  • Legal support on a multi-stage refinancing project of the fifth largest Russian gold producer in the amount of US$1.1 billion which ensured successful future of the client’s global business (funding was raised through the London and Irish Stock Exchanges).The mandate in Russia involved a range of legal advice on securities, corporate, licensing, restructuring and regulatory matters.
  • Advising the largest Russian oil company on a landmark cross-border M&A transaction worth US$2.2 billion on the sale of a minority stake in the second largest oil property in Russia to a major Eastern investor.
  • Legal support of the largest New Zealand dairy products producer in setting up a joint production enterprise in Russia, including legal assistance at all stages of the negotiation process, advising on structuring the transaction, conducting legal due diligence, drafting and agreeing transaction documents, ensuring proper fulfillment of obligations by the parties and adjusting operations after closing the deal, advising on antitrust / merger control matters.
  • Advising a French oilfield services company on setting up a joint venture with a Russian partner, including drafting and negotiating transaction documents, support at deal closing stage and post-closing.
  • Providing full legal support to a leading European supplier of solutions for marine engineering and design at the acquisition of a controlling stake in a Russian engineering company, including assistance at all stages of the transaction from structuring the transaction, drafting and negotiating key transaction documents (share purchase agreements, shareholder agreement, etc.), legal due diligence, to assistance at deal closing and business integration phase.
  • Led Russian part of a multi-jurisdictional M&A transaction in the IT sector: the engagement covered all aspects of sale of the Russian networks division by a UK client, including, inter alia, negotiating participation interest sale and purchase agreement, advising on representations and warranties, preparation of disclosure letter, securing completion deliverables and other completion and post-completion formalities. In addition, our team focused on transaction-related issues of labor, corporate, regulatory, tax and licensing law that were material pre-completion elements of the sale of the business worldwide.
  • Advised on acquisition and financing of exploration of gold properties in the Russian Far East by a Canadian gold producing company, including preparation of opinions on corporate standing of Russian companies for investors and the Toronto Stock Exchange, carrying out due diligence of companies, drafting loan and share purchase agreements, assessment of validity and enforceability of foreign-law governed contracts and dealing with other issues relating to the transfer of shares and assets.
  • Acted for a Toronto Stock Exchange listed Canadian mining company in the disposal of an interest in a Russian gold project; provided comprehensive advice on proposed joint venture and several successful financings of the client’s gold projects in Russia.
  • Negotiated and drafted full set of commercial contracts for a leading Canadian EPCM services provider with foreign and Russian clients and contractors in connection with construction of a large forest products complex in Russia.
  • Represented for over a decade a Baker Hughes oilfield products distributor on a wide range of Russian and international legal matters, such as legal advice on a multi-stage restructuring of the Russian business, including drafting full set of corporate and contractual documents, obtaining antimonopoly clearances and ensuring compliance with all formalities; drafting commercial contracts.
  • Advised a number of Canadian and US oilfield services providers / equipment producers on adjustments to operations in connection with introduction of US / EU economic sanctions on Russia and development of a risk management system.
  • Ensured compliance of several international oilfield services companies with Russian data privacy regulations, developed full set of legal documents, designed risk mitigation strategy and adopted clients’ GDPR data protection packages to Russian needs.
  • Advised a French drilling company on the launch of its oilfield services business in Russia, provided full legal support in setting up Russian presence and adjustment of operations to local Russian specifics.
  • Produced a comprehensive manual for a leading US oilfield equipment manufacturer listing 130+ Russian regulatory licenses and permits required to carry on its business and build a local factory in Russia, successfully put into operation.
  • Advised a leading Asian developer and provider of security devices for pay TV broadcasting in connection with distribution of its products in Russia on applicable Russian regulatory requirements. Preparation of Russian regulatory and risk factors sections for the Hong Kong Stock Exchange IPO Prospectus of the client.
  • Advised a leading Canadian uranium company with respect to setting up joint venture with a major Russian state mining company and developing terms of joint operations and financing of mining projects in Russia.
  • Acted for a Japanese national company in respect of several Russian joint ventures in the natural resources sector, including acquisition of interests in companies involved in exploration, production and transportation of minerals. Advised on various related regulatory matters.
  • Assisted in implementation of Russian part of a global corporate restructuring project of an international gold producing group. The process involved various corporate actions arranged for to improve the standing and quality of the Russian subsidiaries, from legal perspective, followed by full legal support with respect to the sale of the Russian business to another company of the group, including merger control clearance with the Russian antimonopoly authorities.
  • Legal assistance to a major international EPCM services provider with respect to its minority stake in a major Russian state-owned company, advice on protection of the client’s rights as a shareholder, elaborating on potential exit strategies and legal support with implementation of the exit.
  • Advised a major US oil company on consequences of negative equity of a Russian joint venture company and strategies to minimize the risks; advised on consequences of forced liquidation of an operating company in Russia.
  • Assisted a leading Chinese IT corporation in setting its business operations in Russia, including advice on corporate structure, commercial, labor, IT and regulatory matters.
  • Advised several international commodities producers on options on debt for equity swap and other mechanisms to overcome debts; counselling on ongoing contractual matters.
  • Advised a major Japanese oil products manufacturer on Russian product liability requirements, trademark, contractual and corporate law matters.
  • Assisted a Canadian-based world leader in mining industry software solutions on the Russian corporate, labour and antimonopoly law requirements in connection with the client’s ongoing operations in Russia and its acquisition by an international group.
  • Provided comprehensive guidance on setting up operations of an Eastern state visa processing center in Russia and carrying that business on (including corporate, commercial, antimonopoly, IT, data privacy, currency control issues).
  • Advised one of the top international payment system operator on a variety of data privacy regulations in connection with its operations in Russia and launch of new services.
  • Advised an international professional association for the advancement of technology on Russian data privacy regulations, personal data localisation requirements and risks mitigation mechanisms.

1 Including projects prior to joining Bryan Cave Leighton Paisner (Russia) LLP in April 2019.