EXTEND CAPITAL



Turnkey legal solutions for cross-border M&A, investments and international structuring


mergers & acquisitions
private equity / venture capital investments
joint ventures and investment funds
international tax and IP structuring
What clients say
business owners, managing partners, financial directors and heads of legal
Alexey Menn
managing partner, investment fund Begin Capital
From several options, I chose Pavel Kozyrev at Extend Capital, because I realized that this is a lawyer with an entrepreneurial mindset who will make documents that are convenient for me, and not just scare me and write out risks. In addition, I've had 50+ deals and I can tell a good M&A lawyer from a rookie.

Pavel fulfilled everything that he promised and even exceeded expectations: I thought that I would often have to get involved in the process and come up with structures, find bottlenecks. But Pavel did everything himself.

In my opinion, Pavel is ideal for a qualified customer who makes not the first deal.
Denis Ivanov
chief investment officer, investment fund Digital Horizon
The first transaction is the sale of a controlling stake in Factorin to MTS Group. We have been preparing for this deal for more than six months, the expectations from the lawyer were high.

Pavel was advised by several people at once, although I deliberately asked different people in order to have a choice. There were other candidates, but I chose Pavel: his experience and qualifications were suitable. Lawyers usually solve narrow problems. Pavel's experience is very extensive: he knows English law, understands the purchase and sale of shares, options and complex shareholder agreements. Just what was needed.

It happened to me that a lawyer concentrated his efforts on minor things, not paying due attention to the key points. Pavel was savvy in commercial matters and worked with the essentials. He repeatedly gave valuable tips and advice, and arranged them in the form of conveniently readable documents.

Pavel worked not as just a performer who writes what he is told, but as a full-fledged partner. He shared his experience and expertise and was always in touch, like a full-time employee.

Then we engaged Pavel on another project.
Ivan Klykov
investment director, SP Capital
We engaged Pavel for two transactions: the purchase of a stake in a manufacturer of dietary supplements and the restructuring of a loan with the sale of a stake in a manufacturing company (a TOP-3 Russian banks and a company with a turnover of 3+ billion rubles were involved). In fact, Pavel was a full-fledged partner: he participated in negotiations, developed the concept of the deal, proposed legal structure and drafted documents.

Even before the start of work, it was clear that Pavel was competent. He immediately explained how he solved similar problems in other transactions. Not pretentious, knows how to hear other participants. Flexible and responsible, understands entrepreneurs – they spoke the same language. He is comfortable to work with.
Alexander Khaletsky
We have a stake pledged to a subsidiary of one of the largest banks in Russia. We found an investor ready to purchase the majority shares. We were advised to hire Pavel for the legal part, and I did that. Pavel prepared a term sheet for the transaction and developed the structure of the transaction: corporate governance, control through the distribution of shares and ownership of the company's debt, a mechanism for redistributing control through options.

I liked Pavel's approach: he offered non-standard solutions, played stress scenarios together with other participants, defended the rights of management to the investor. It was evident that he was well versed in the advantages of all parties.
Cases and Experience

Core practices

Corporate and M&A
  • cross-border M&A deals under English law
  • cross-border investments (private equity, venture capital)
  • joint ventrues
  • shareholders' agreements
  • options, employee stock option plans (ESOP)
  • investment funds
IP/IT
  • M&A deals involving IP and IT companies
  • structuring and managing IP assets
  • IP/IT agreements and documentation (including licences)
  • personal data, GDPR
  • compliance in the field of IP, IT, media and advertising
Tax and Corporate Restructurings
  • structuring asset ownership, business operations and financing
  • business and corporate restructurings (tax, succession planning)
  • taxation of controlled foreign companies
  • tax structuring in M&A deals (including tax covenant, gross-up clauses, warranties and indemnities)
Commercial and Regulatory
  • complex agreements (distribution, agency, cross-border agreements)
  • financial documents (loans, pledges, guarantees)
  • sanctions, sanction clauses
  • currency control and capital restrictions
  • legal opinions on foreign law
  • project management

Core Team

Thorough expertise for cross-border M&A deals and complex projects
Pavel Kozyrev
managing partner, Corporate M&A
17+ years in legal
Practices
  • Corporate M&A, joint ventures
  • PE/VC investments
  • Investment Funds

International experience
  • The Sputnik Group
  • Freshfields Bruckhaus Deringer
  • Debevoise & Plimpton
  • PricewaterhouseCoopers (PwC)
Evgeny Smirnov
tax partner
20+ years in legal
Practices
  • International Taxation
  • Russian Taxation
  • Tax Disputes

International experience
  • Herbert Smith Freehills
  • Debevoise & Plimpton
  • Salans (Dentons)
  • KPMG
Roland Novozhilov
partner IP/IT
16+ years in legal
Practices
  • IP/IT
  • Corporate
  • Commercial

International experience
  • Hogan Lovells
  • Linklaters
  • Disney
  • Bookmate
Services
Mergers & Acquisitions (M&A)
  • deal structuring, term sheet
  • due diligence
  • support in negotiations
  • sale and purchase agreement (SPA)
  • shareholders' agreement (SHA)
  • option agreement
  • disclosure letter, guarantee, loan, pledge, escrow etc.
  • regulatory consents and approvals
  • completion documents
Investments (Private Equity, Venture Capital)
  • deal structuring, jurisdiction, relocation
  • term sheet, NDA
  • convertible loan (CLA) / SAFE
  • equity investments (SPA, subscription)
  • option (warrant)
  • employee stock option plan (ESOP)
  • shareholders' agreement (SHA, investors' rights agreement, etc)
  • due diligence
Joint Venture
  • deal structuring, term sheet
  • negotiations support
  • corporate governance
  • shareholders' agreement (SHA)
  • financing, licencing, shareholder's procurement, CEO incentives
  • deadlock resolution (shootout, option, etc)
  • exit from joint venture
  • share transfer restrictions
  • non-solicitation, non-compete
Shareholders' agreement with a business partner
  • deal structuring, term sheet
  • negotiations support
  • corporate governance
  • shareholders' agreement (SHA)
  • deadlock resolution (shootout, option, etc)
  • exit from business
  • share transfers, succession
  • non-compete
Investment Funds
  • fund structuring, jurisdiction, tax, set up
  • term sheet
  • foundation documents (limited partnership agreement, charter, investor's agreement)
  • shareholders agreement among managers
  • offering memorandum
  • internal fund documents, samples
Employee Stock Option Plan (ESOP)
  • structuring participation scheme (ESOP, phantom shares)
  • option plan (terms, vesting, restrictions)
  • option agreement, issue documents
  • tax implications, currency control, sanction issues
Holding Company and Tax Structurings
  • group structure, jurisdiction, relocation
  • tax structuring
  • transition to target group structure
  • intra-group financing and legal documentation
  • currency control, sanctions issues
  • controlled foreign company rules, reporting
IP structuring
  • jurisdictions, structuring owning and exploiting IP rights
  • international taxation
  • transition to target group structure
  • licence agreements with third parties and intra-group
  • personal data (GDPR), IT allowances
  • compliance in relation to IP/IT, media and advertising
Quality Standards
Business oriented solutions
Thanks to our inhouse experience, we think like entrepreneurs. We start the project with an in-depth interview to offer a solution to your business problem, rather than scaring you with risks.
1
Sharing experience
You work directly with a partner and get access to 15+ years of experience working on international projects. We have already found ways out of many difficult situations and share our experience.
2
Giving an integrated approach
Expertise at the intersection of law, finance and project management allows you to see the whole picture and offer you practical turnkey solutions.
3
Sparing your time
We use an extensive database of precedents and our own developments. Our goal is to save you time by making clear structures and user-friendly documents.
4
The highest international standards
We adhere to the highest standards of international firms in working process, ethics and confidentiality.
5
Flexible working terms
You can choose to work based on hourly rates, agreed budget, or as your project office with the subscription and success fee components.
6
Contacts
Extend Capital
26/2 Malaya Bronnaya str., Moscow, Russia

hello@extendcap.com
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Extend Capital
42 Aram str., Yerevan, Armenia

hello@extendcap.com
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