International Practice
Representing our clients' interests in foreign and international organizations, organizing cross-border business projects, and supporting international transactions in various jurisdictions (CIS countries, UAE, EU, China).
Chinese franchise
C Cases client was considering becoming the Russian franchisee for a major Chinese chain of everyday goods, accessories, and gift items. The project involved several interconnected documents: a master license agreement, a supply agreement, and a service agreement. It was crucial for the client to verify the model proposed by the Chinese side, understand the risks for the Russian franchisee, and negotiate the documents to ensure they would be viable in Russia.
The C Cases team supported the client throughout the negotiation and contract documentation phase.
As part of the project, the team:
- analyzed the master license agreement, the supply agreement, and the service agreement;
- verified the mechanism for transferring brand and trademark rights for use in Russia;
- identified risks associated with registering license rights with Rospatent;
- addressed issues regarding cross-border payments, tax residency, retail pricing, and currency clauses;
- evaluated provisions concerning sanctions, unilateral termination, supply, product quality, liability, and indemnification;
- collaborated with Chinese legal partners to review the documents in accordance with Chinese law;
- prepared amendments and represented the client's interests in negotiations with the Chinese partner.
A key part of the work involved protecting the Russian franchisee's right to use the brand: C Cases pointed out the risks of the proposed structure and recommended drafting a license agreement that complies with Rospatent requirements.
The team also worked with Chinese partners to draft amendments to the master license agreement, including terms regarding payments, security deposits, the franchisee's right to terminate the agreement, and the franchisor's liability.
Exit from a HoReCa business group and currency risks
The client, C Cases, was exiting a group of companies operating in the HoReCa sector in Russia and the UAE. The deal required not only the preparation of a sale and purchase agreement but also comprehensive structuring: negotiating key exit terms, a complex payment mechanism, a currency corridor, the allocation of currency risks, conditions precedent, and security instruments. The team's task was to guide the client through the entire process—from preliminary agreements and negotiations to document preparation and deal closing.
The C Cases team provided turnkey support for the transaction.
As part of the project, the team:
- prepared a letter of intent outlining the framework for the future deal;
- developed a sale and purchase agreement with a complex payment structure;
- worked out terms regarding the currency corridor, currency risks, and conditions precedent;
- prepared guarantee agreements to ensure the fulfillment of obligations;
- participated in negotiations and defended the client's commercial and legal position;
- coordinated documents with the parties to the transaction and managed communications regarding notarization.
The team paid special attention to ensuring that the documents reflected the actual economics of the deal and protected the client against risks of non-payment, exchange rate fluctuations, failure to close, and non-performance by the other party.