Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Equity capital markets (ECM) cover legal and commercial processes used by companies to raise capital by issuing shares and other equity instruments. In Korolyov, Russia, ECM activity is governed primarily by federal law, with practical steps often carried out locally - for example, corporate document execution, registration with local authorities, and interactions with registrars and notaries. Korolyov is located in Moscow Oblast and is close to Moscow, so many issuers and advisers combine local administrative support in Korolyov with regulatory and exchange work handled in Moscow. Typical ECM matters include private placements, initial public offerings on the Moscow Exchange, secondary offerings, shareholder meetings, corporate reorganizations, and compliance with disclosure and insider trading rules.
Legal counsel is essential in ECM to manage complex regulatory, corporate and commercial risks. Common situations where you will likely need a lawyer include:
- Planning and executing a share issue or public offering - lawyers draft the offering documents, advise on prospectus requirements and liaise with regulators.
- Preparing for a listing on the Moscow Exchange - counsel helps meet listing rules, disclosure, corporate governance and shareholder structure requirements.
- Structuring private placements or transactions with institutional investors - including negotiation of subscription agreements, lock-up arrangements and investor protections.
- Corporate reorganizations, mergers or spin-offs related to capital raising - lawyers handle shareholder approvals, asset transfers and securities documentation.
- Protecting minority shareholders or resolving shareholder disputes - legal assistance is vital for enforcing rights and pursuing remedies in arbitration courts.
- Ensuring compliance with disclosure, insider trading and market manipulation rules - failure to comply can lead to fines, criminal exposure or reputational damage.
- Addressing cross-border issues - if foreign investors are involved, counsel will advise on currency controls, sanctions compliance, tax treatment and documentation in multiple jurisdictions.
ECM in Korolyov is regulated primarily by federal Russian law, but local practicalities matter. Key legal aspects to understand include:
- Federal securities and corporate laws - the Civil Code, the Federal Law on Joint Stock Companies and the Federal Law on the Securities Market establish core rules for issuing shares, shareholders rights, corporate governance, prospectus requirements and disclosure obligations.
- Central Bank of the Russian Federation regulation - the Central Bank is the main regulator for securities and oversees prospectus approvals, reporting standards and market conduct rules.
- Listing and trading rules - the Moscow Exchange sets listing criteria, ongoing disclosure obligations and corporate governance standards for listed issuers. Meeting these rules is essential for public offerings.
- Registrar and depository requirements - issuance and circulation of securities normally require a professional registrar and record-keeping in a central depository, typically the National Settlement Depository for exchange-listed instruments.
- Tax and currency rules - taxation of dividends and capital gains is governed by the Tax Code. Currency control and foreign investment rules can affect cross-border capital flows. Sanctions and export-control regimes may impose additional restrictions depending on counterparty nationality and sector.
- Antimonopoly and sectoral restrictions - the Federal Antimonopoly Service can review transactions with market impact, and special rules apply in strategic sectors where the state has additional controls.
- Local administrative steps - in Korolyov, you will need to coordinate corporate filings, notarial acts and local tax registrations through regional offices. Many ECM matters require translations into Russian and execution before local notaries or registrars.
- Courts and dispute resolution - commercial disputes are usually handled in arbitration courts. Local counsel can advise on which court or arbitration forum is appropriate and on enforcement of judgments.
Companies can use private placements to accredited investors, public offerings that require a prospectus, rights issues to existing shareholders, and direct listings. Choice depends on investor target, size of the raise, disclosure appetite and listing intentions.
A prospectus is typically required for public offers and listings. The Central Bank of Russia reviews and registers prospectuses for public offerings. For private placements to qualified investors, a prospectus is often not required, but disclosure and contractual protections remain important.
Yes. Listing requires meeting the Moscow Exchange eligibility rules which cover corporate history, free float, financial reporting standards and corporate governance. Many administrative steps and regulatory filings are made in Moscow, while corporate approvals can be held in Korolyov.
Minority shareholders have rights to receive information, attend and vote at general meetings, challenge corporate actions that harm their interests, and seek remedies under the law for unfair prejudice. Lawyers can help enforce these rights through negotiation or litigation.
Timelines vary. A private placement can be completed in weeks, while a public offering and listing often take several months for preparation, due diligence, drafting a prospectus, regulator review and marketing. Planning usually begins at least 3-6 months before the intended offering date.
Costs depend on transaction complexity, size, and scope. Expect fees for legal due diligence, drafting offering documents, regulatory filings and negotiations. Fixed fees or hourly rates are common, with additional charges for expedited work and cross-border issues. Always seek a written engagement letter outlining fees.
Foreign investors must consider currency control rules, tax withholding on dividends and capital gains, and potential restrictions in strategic sectors. Sanctions and export controls can also affect transactions. Legal counsel can advise on structuring and compliance.
Listed companies must make periodic financial reports, disclose material facts and events promptly, and comply with corporate governance and insider-trading reporting rules. The Moscow Exchange and the Central Bank maintain detailed disclosure standards.
Choose Korolyov counsel for local administrative matters, notarial acts, and initial corporate organization. For complex securities work, listings, and regulator negotiations, Moscow-based ECM specialists typically have deeper experience and established relationships. Many transactions use both types of counsel working together.
Act quickly - collect documents, convene a meeting of management, and seek legal advice. Try negotiation or mediation first, and if needed, prepare to bring claims in the arbitration courts. Early legal intervention can preserve evidence and reduce litigation risk.
Useful bodies and organizations to consult include:
- The Central Bank of the Russian Federation - regulator for securities market oversight and prospectus registration.
- The Moscow Exchange - sets listing and trading rules for public companies.
- The National Settlement Depository - main depository for listed securities settlement and custody.
- Federal Tax Service - guidance on tax treatment of equity transactions and registration for tax purposes.
- Federal Antimonopoly Service - reviews competition issues in large transactions.
- Korolyov municipal authorities and Moscow Oblast administrations - for local registrations, permits and administrative filings.
- Local registrars, notaries and corporate secretarial service providers - for share register maintenance and document execution.
- Professional associations of lawyers and corporate counsel - for locating qualified ECM specialists and obtaining referrals.
If you need legal assistance with ECM matters in Korolyov, consider the following practical steps:
- Prepare basic documents - gather corporate charters, shareholder registers, recent financial statements and minutes of recent shareholder and board meetings.
- Request an initial consultation - choose a lawyer experienced in Russian securities law and ECM transactions. Ask about specific experience with offerings, listings and cross-border deals.
- Discuss scope and fees - obtain a written engagement letter setting out tasks, estimated timeline and fee structure.
- Conduct legal due diligence - identify disclosure risks, shareholder issues, contractual obligations and regulatory requirements.
- Plan compliance and filings - work with counsel to draft prospectuses, subscription agreements and regulator submissions. Coordinate with registrars and the depository for securities issuance.
- Consider tax and regulatory structuring - involve tax counsel early to optimize withholding, VAT and corporate tax consequences and to ensure compliance with currency and sanctions rules.
- Maintain clear communication - establish a project timeline, responsible contacts, and a plan for investor communications and post-offering obligations.
Seek professional legal advice early in the process. ECM transactions involve many interlocking legal, financial and regulatory requirements, and experienced counsel will help you manage risk and execute the transaction efficiently.
