Matvey Kaploukhiy

Partner, Corporate / M&A

Matvey Kaploukhiy is a partner in the Corporate / M&A practice of the Firm’s office in Moscow.

Matvey focuses his practice on mergers and acquisitions (energy and natural resources, in particular), private equity, joint ventures and corporate restructuring projects. He also has experience of assisting in real estate transactions. Matvey advises corporate clients on various corporate and civil law aspects associated with their business operations.  

Matvey has acted for both Russian and international companies and provided legal support on a variety of projects connected with investments in Russia, restructuring, asset acquisitions and disposals.

Chambers Global, Chambers Europe, The Legal 500 and IFLR 1000 recommend Matvey in the field of Corporate / M&A law and Energy and Natural Resources.

Chambers Global 2020 highlights Matvey’s dedication to clients' needs: "He's extremely client-oriented, very flexible and very comfortable in explaining complex legal issues in plain language," a client says, adding that "he never says no and always finds a solution." Another client notes: "He has a business-minded approach, so he's very helpful. He understands how these deals go."

Chambers Global 2017 cites sources praising Matvey’s availability and negotiation skills: "The negotiations were really tough but he did exactly what we asked. He's always there to help, he's always quick.”

Matvey was also selected by peers as one of the best lawyers in the field of Corporate Law, M&A, according to Best Lawyers in Russia 2018-2022.

Track Record

Some of the recent projects in which Matvey has participated include:

  • Advising RusHydro on sale of its 90% shareholding in JSC International Energy Corporation (MEK), owner of the Sevan–Hrazdan HPP Cascade in Armenia, to Tashir Group.
  • Advising Sberbank Investments on acquisition of shares in Ultramar, a Russian mineral fertiliser forwarder, as part of mezzanine financing of the project to construct an industrial and logistics centre for the storage and transhipment of mineral fertilisers and general cargo with warehousing and railway infrastructure in the Ust-Luga Bay in the Leningrad Region. 
  • Advising H.M.S. Technologies Limited (HMST), the major shareholder in HMS Group, on restructuring its 71.51% shareholding in HMS Hydraulic Machines & Systems Group Plc (LSE: HMSG) (HMS Group Plc), the Cyprus-based parent of HMS Group.
  • Advising Yenisei TGK, a subsidiary of Siberian Generating Company (SGC), a leading operator on the Russian electricity and thermal energy market, on acquisition of Krasnoyarskaya GRES-2 power plant from OGK-2 (Gazprom Energoholding Group).
  • Advising Siberian Generating Company, SUEK Group (Siberian Coal Energy Company, Russia’s biggest coal producer), on acquisition of a 78% stake in Sibeco, one of the biggest heat and electricity generation companies in Siberia.
  • Advising Vezet Group on sale of its software and call centres to Yandex.Taxi.
  • Advising Kuzbassenergo, a subsidiary of Siberian Generating Company, in connection with an over RUB 21 billion (approx. USD 320 million) acquisition of Reftinskaya GRES, the largest coal-fired power plant in Russia, from Enel Russia.
  • Advising Alvansa Limited (a portfolio company of UFG Private Equity and Gazprombank) in connection with a sale of its majority shareholding in JSC PE Obolenskoe, a leading Russian pharmaceutical company, to the consortium comprised of AFK Sistema and VTB Bank for a total investment of RUB 15.5 bn.
  • Advising Fasten (owner of Saturn and RedTaxi brands), a major player on the taxi aggregator market in Russia, on its merger with RuTaxi (Vezyet / Везет and Leader / Лидер brands). 
  • Advising Saturn Taxi Group on a Convertible Loan Agreement and a Shareholders’ Agreement with UFG Private Equity. 
  • Advising Capital Group on acquisition of a land plot at Golden Island from the Moscow Government for construction of a multi-use centre.
  • Advising the Federal Property Management Agency (Rosimuschestvo) within the scope of a transaction for signing a shareholders’ agreement with the Republic of Bashkortostan on managing and disposing of shares in PJSC Joint Stock Oil Company Bashneft.
  • Advising the Federal Property Management Agency (Rosimuschestvo) on transactions to dispose of shares in OAO Sheremetyevo International Airport and OAO Vnukovo International Airport, including preparation of a shareholders’ agreements.
  • Advising Kopy Goldfields AB (OMX: KOPY) on its joint venture with GV Gold to explore and exploit a gold hard rock deposit in Irkutsk Region “Kransy Project”.
  • Advising a joint venture partner of the Georgian Co-investment Fund on development and operation of a hydro power plant in Georgia, including bespoke structuring analysis based on advice on the laws of 5 jurisdictions (Russia, Georgia, Luxembourg, the Netherlands and the UK), as well as analysis of Georgian and European tax treaty policy developments, in order to anticipate possible treaty renegotiations that might affect the structure.
  • Acting for a coal company on establishing a joint venture to develop a coal deposit and port infrastructure in Russia’s Far East to take advantage of the Asia-Pacific market.
  • Representing Severgroup in sale of 100% of shares in JSC Metcombank (the major commercial bank in the Vologda Region and one of the leaders on the automobile lending market) to PJSC Sovcombank.
  • Advising RusHydro in connection with a strategic alliance and joint venture with Voith.
  • Representing RusHydro on a joint venture with JSC Electric power stations (Kyrgyzstan) that provides for construction of four hydroelectric power stations in the Kyrgyz Republic.
  • Representing the Seller on the sale of the majority shareholding in FES Group, a crop protection product distributor, to Arysta LifeScience, a leading global provider of crop protection products.
  • Advising Tomsk Refining AB on disposal of 100% of shares in Tomskneftepererabotka LLC and TD Tomskneftepererabotka LLC.
  • Advising European Bank for Reconstruction and Development (EBRD) on an equity investment by EBRD and UFG in Russian Towers, an owner and operator of telecoms towers.
  • Advising Mars, Inc. on the USD 23bn acquisition of Wrigley and supporting its post-acquisition integration/restructuring.
  • Advising Standard Chartered PLC on acquisition of American Express Bank Limited, providing all Russia-related support to the client and its lead counsel, Slaughter and May.
  • Advising Bayer AG and assisting its lead counsel Hengeler Mueller in all necessary Russia-related matters on the sale of the global Diagnostics Business of Bayer AG to Siemens AG for Euro 4.2 bn.