Practices

Corporate practice Merges and Acquisitions (M&A) Holding structuring Pre-IPO structuring Tax practice Litigation practice International commercial arbitrage Administrative practice

Criminal law practice Intellectual property practice Financial practice Investment practice Practice of financial market International practice Labor law

Holding structuring

Creation of a holding from a fragmented group of companies is a process of normalization of intra-corporate ownership relations, corporate management, economic connections and financial flows of the group. Creating a holding requires an incorporation “parent” structure in Russia, or abroad, and transfers all assets to this structure. Generally, the intent is that ownership, with respect to certain interests in the “parent” structure, will mean the equivalent ownership with respect to all the subsidiaries thereof, with equal interest and controllability by the shareholder.

Holding structuring goals:
• Creation of a transparent corporate structure, which assumes express rights to the shares transfer and simple registration of such transfer.
• Increase of the capitalization cost of business and investment appeal of a holding.
• Ensuring effective protection of investors’ and shareholders’ rights.
• Ensuring safe business ownership.
• Ensuring effective holding tax policy.
• Ensuring effective corporate management.
• Ensuring effective corporate administrative guarantees of investors’ rights protection and ownership rights guarantees.
• Ensuring the confidentiality of assets ownership.
• Increase of the business transparency.

Holding structuring services include development and support in the implementation of an optimized target model of business ownership and management, with regard to the strategic priorities determined by the owners and management of the company.

Incor Alliance holding structuring services includes:

1) building or optimization of the corporate ownership model;

2) building or optimization of the corporate management model in the holding;

3) building or optimization of the contractual and economic links intra-holding, as well as links with the external business environment;

4) development of a detailed schedule of events in the transition from the actual group of companies’ structure to a prospective holding structure;

5) preparation of a legal opinion, which includes an estimation of the financial outcome from a move to the contractual relations proposed by Incor Alliance, estimation of the changed tax burden, recommendations on the optimization of financial flows and tax burden for the group of companies;

6) management consulting and monitoring of the proposed model implementation.

Within holding structuring framework, Incor Alliance also offers services for analyzing various foreign jurisdictions for determining a "parent" company's place of business.

All developed models and proposals take into account business practices of other holding structures, as well as judiciary and official law enforcement practice with respect to the aspects of the given model; and this practice substantiates the conclusions upon which every legal opinion is based.

We consider the work on a holding structuring finished only when Incor Alliance specialists succeed in convincing the management and the business owners that proposed models and concepts are the only viable ones in this specific case and they correspond with the goals and tasks set.

Projects implemented by Incor Alliance in holding structuring:

(the names of the companies andprojects’ content are disclosed with the clients’ consent, the list is limited due to certain project confidentiality obligations)

1) KES-Holding (electric power industry)

2) GASEKS-Holding (gas distribution)

3) Partner-Holding (development and retail)

4) Penoplex-Holding (plastic manufacture)

5) Pharmaimpex-Holding (pharmacy)

6) Konsib-Holding (window constructions manufacture)

7) More than 30 holdings with businesses in metallurgy, retail, industrial manufacture, wholesale trade, IT, oil industry, development, agro-industrial sectors