What the clients think: BLP, the Moscow merger and its Russian evolution

It all started with a chance discussion during a client meeting in London. Berwin Leighton Paisner (BLP) wanted to undertake more work in Russia. Russian lawyer Andrey Goltsblat wanted his firm, Pepeliaev Goltsblat & Partners, to become more international. Moving into the Russian legal market via a merger with a local firm would have been an unprecedented move by any law firm, let alone for a relatively cautious silver circle outfit such as BLP.

“We’d worked with Andrey and his team before and this was very reassuring; but of course, you always worry about the unknown,” says BLP managing partner Neville Eisenberg.

One step beyond

It really was one giant leap into the dark. In 2009 BLP was a firmly UK-focused practice. Also, a recession was looming. And yet BLP rode its luck. Three years on and Goltsblat BLP (GBLP) is a key name in the Russian legal market and is testament to the fact that, when opportunity knocks abroad, it can sometimes be worth taking the plunge - even when most of your business is domestic.

GBLP, which dubs itself a ’Russian international firm’, was one of the 10 law firms most mentioned by in-house lawyers who took part in a survey run jointly by The Lawyer and Russian legal magazine Legal Insight. Not bad going for an outfit that only began life in 2009.

The firm’s popularity in our survey is indicative of how far it has come since it entered the Moscow legal scene three years ago. This was the first time that a Russian and an international firm had launched a tie-up quite like it. Unlike Duvernoix Legal, which has been linked with SNR Denton since 2008, GBLP is not just an associate office - it is BLP’s fully fledged Moscow outpost.

Although the jury may still be out as to how effective a Russo-UK tie-up will fare in the increasingly competitive Russian market, it is already gaining traction, with the Moscow office posting $24m (£15m) in revenue for the 2010-11 financial year. This figure includes outbound referrals to other BLP offices and is 25 per cent up on the previous year’s figure.

Bearing up

The Moscow launch also marked a huge turning point in BLP’s international strategy. Six months earlier the firm’s international offering comprised offices in Paris and Brussels, with the launch of an office in Singapore in 2007 the only suggestion of more adventurous aspirations.

Then, in September 2008, it embarked on a wholly different strategy of tapping emerging markets. This, according to Eisenberg, is what kick-started the idea of gaining a presence on the ground in Moscow.

When BLP launched its Abu Dhabi outpost in January 2009, it shocked the legal world by simultaneously ­announcing its intention to merge with part of what was then a largely unknown firm outside of Russia. This was international expansion on a ­different scale.

According to Eisenberg, merging with the Goltsblat part of Pepeliaev Goltsblat was a no-brainer.

“We looked at what other international firms had done and considered the various options,” he relates. “We’d already been working with Pepeliaev Goltsblat & Partners for several years on general client work. We knew the quality of Goltsblat’s team and the quality of their clients and it just seemed a natural fit.”

The stakes were enormous. In 2009 BLP spent around £10m on its international expansion, which included the office launches in Abu Dhabi and Moscow. Post-merger integration is never easy, let alone when it concerns a trans-European partnership and bringing together lawyers from two very different jurisdictions, both legally and culturally.

While Eisenberg admits that the prospect of moving into uncharted territory was somewhat unsettling, he notes that the merger was made smoother by the existing relationship with Goltsblat.

“The integration was surprisingly easy and we weren’t worried about the cultural differences as we already had a good working relationship with Andrey and his team,” he says.

Along with the sheer nature of the merger and the fact that it was in Moscow, all of which was out of character for BLP, the timing was not ideal. After the initial flurry of interest in the early 1990s when the collapse of the Soviet Union opened up the Russian market, there had been a steady flow of UK and US law firms moving to Moscow. In October 1999, however, it was a clear sign of the times when, after already considerably downsizing its Moscow offering, Simmons & Simmons was forced to shut down its office completely due to poor market conditions.

Blight Russian

Aside from lasting scarcely more than two years, Simmons’ departure had worrying echoes of the late 1990s and early noughties, when the devaluation of the rouble provoked staff cuts at many firms, including Freshfields Bruckhaus Deringer and CMS Cameron McKenna, and office closures at Eversheds, legacy Mayer Brown & Platt and Milbank Tweed Hadley & McCloy. By contrast, Herbert Smith attempted to capitalise on the closures with a Moscow office launch in June 1999.
For Eisenberg too the Russian ­market appeared ripe for picking.

“The merger was very much client-driven and fitted in with our strategy of working in emerging markets,” he explains. “We wanted to expand our reach in Eastern Europe, and Moscow was the ideal choice as Russia’s such a dominant country in this part of the world.

“While we were concerned about the economic backdrop in 2009, the Moscow office was part of our strategic investment and we decided to continue investing in the firm. In fact, in 2009 the problems in the economy caused a number of firms to reduce in size and we saw that more opportunities were beginning to open up, and so this made it a bit easier for us to compete with law firms in the market.”

The real thing?

The venture has, however, raised some eyebrows in the local market.

“It was a very avant-garde move for BLP, but most local and international law firms in Moscow think the alliance is somewhat artificial,” comments one source. “It’s no longer Goltsblat’s firm any more, but nor is it the Moscow office of BLP.”

But most lawyers agree that the gamble seems to be paying off, and BLP has succeeded where a number of firms before it have failed.

“I’d heard of BLP before the merger, but I can’t say they had a very strong name in the Russian market before that point,” notes a Moscow-based partner at a global firm.

“The merger added to BLP’s brand name and really put it on the map in Russia,” says another Russian corporate partner.

Indeed, the Goltsblat brand has been a key factor in securing the firm’s ascendancy in the local market. “The firm’s well-known in Moscow,” says the source, “but I think this is largely due to Goltsblat’s own brand. Its international clients might think differently, as BLP has obviously also brought in some new clients in Moscow; but most law firms still don’t have a definite opinion about the firm.”

Ivory post

Eisenberg’s experience in integrating the Berwin Leighton and Paisner & Co sides of the business showed soon enough. Shortly after the merger was announced BLP flew corporate finance partner Ian Ivory to Moscow to head the English law division.

While it is not surprising that BLP would have parachuted in one of its key partners, Ivory’s relocation was more strategy-driven than your average partner transfer. Eisenberg says consolidating the Moscow office’s English law practice was always an important aspect of his game plan.

“Andrey already had a team of lawyers providing Russian law advice to investors in the Russian market,” he relates. “We also wanted to expand the reach of that office in English law and were keen to position ourselves in the Russian market as part of an international firm while also having a strong Russian identity.”

Textbook stuff, and in Ivory BLP was lucky to have a partner who ­actually wanted to move. “It was my choice as I’d always wanted the ­opportunity to work abroad, and so when the opportunity came up with our new Moscow office I jumped at the chance,” says Ivory.

Three years on and he hasn’t looked back. “The London market’s already very mature, but in Russia it’s developing so rapidly that there’s still a lot more up for grabs,” he enthuses.

Bringing to Bear

In February 2011 BLP decided to relocate finance head Simon Allan to Moscow to lead the office’s banking and finance practice group.

“Simon spent 10 years building up our London banking and finance practice and wanted to replicate that success with our Moscow banking and finance practice,” says Ivory.

Allan was tasked with building the practice from scratch in Moscow. It is now home to two partners and eight associates.

Ivory and Allan also had to learn the language from a standing start. For self-confessed non-linguist Ivory, who has a GCSE in French, learning Russian has been quite a challenge.

“It’s all hard - the alphabet, the cases, tenses and conjugations, the genders, prefixes, suffixes etc,” he confesses. “At night I dream grammar exercises in Cyrillic. I’m really not a linguist at all, but I’m determined to succeed.”

Still, he adds proudly, he is now able to do some pitches in Russian.

Back in London, there are clear signs of the importance of the Moscow office in BLP’s overall strategic vision. Since January Russian-born partner Andrei Baev has been based mainly out of the London office’s projects team, and he also has a desk in Moscow.

The firm also recently relocated senior associate and head of the Moscow corporate and M&A practice Matvey Kaploukhiy to London for a six-month secondment. Goltsblat ­admits this was motivated by the prospect of making Kaploukhiy UK-qualified.

Comfortable fit

Goltsblat goes on to say that, in spite of other tempting offers, BLP was clearly the right choice for a merger.

“BLP’s really developed in London and it’s difficult for international firms to develop offices [in Russia],” he stresses. “Given the level of flexibility and support available, BLP seemed the right partner. Any other firms we considered would have easily absorbed us, taken the best and thrown away the rest.”

According to Eisenberg, there were strong opportunities for both sides to expand their client bases.

“Goltsblat’s extensive client base of multinationals investing in the Russian market was particularly impressive and they were also interested in accessing our client base, particularly on the banking and investment side,” he reveals.

There are some clear trends in the work between the firm’s London and Moscow offices. Real estate projects are a strong point, such as the firm’s work on developing a tax-efficient structure to develop the $1bn (£620m) Domodedovo Logistics Park. Neal Todd was the partner ­involved from London, with Andrey Shpak and Vitaly Mozharowski acting out of Moscow.

Another highlight was when the firm advised Turkey’s Kasa-Akfen Real Estate Development on a $150m financing for the construction and development of four international hotels in Russia. The deal was done under English law, except for the security aspects, which were governed by Russian law, with Ivory and partner Oleg Khokhlov in Moscow and partner Laurence Rogers in London leading.

The firm’s efforts to boost the Moscow finance practice have also proved fruitful. London partner Robert Gross worked with Moscow counterpart Anton Sitnikov on the refinancing of a major Russian telecoms tower operator in connection with its network expansion. Funds is another growing area, and a team consisting of partner Michael McKenna in London and Shpak and Ivory in Moscow designed a structure for a private fund to facilitate investment in Russian real estate.

The banking team has handled a number of multijurisdictional matters, including a deal that spanned Austria, Cyprus and Russia. Partner Paul Simcoch and Khokhlov acted for the European subsidiary of a major Russian bank in relation to hedging arrangements under ISDA documentation for a leading Russian metals company.

Indeed, the merger has benefited both sides. “It’s becoming very competitive in the Russian legal market and for a firm to enter the market now you have to have a very unique offering and skills, which no other firm has,” one Russian in-house counsel at a multinational corporation told The Lawyer. “The merger ensured that BLP was able to enter the market and also allowed Goltsblat to gain international reach, new clients and new exposure, and it definitely broadened their experience. They went from being mostly about tax and finance to being much more of a full-service firm.”

Homing in

Although international work remains a strong emphasis, there have also been moves to consolidate GBLP’s status in Russia.

“We’ve aimed to extend our foreign investments. The ratio between international and Russian work used to be 85 per cent foreign to 15 per cent Russian, but now it’s more like 75 per cent foreign to 25 per cent Russian,” reveals Goltsblat. “This shift has been part of our strategy from the outset and I think we’re now perceived by the Russian market as a serious alternative to other international firms.”

Goltsblat says BLP’s London hires are a key contributor to the Moscow office’s increasingly growing profile; but the Moscow office has made its own hires, including four last year: two laterals, Baev from Allen & Overy and Evgeny Timofeev from Salans, as well as Linklaters senior associate Khokhlov and Oleg Arkhipov, a consultant from Hannes Snellman, being brought in as partners.

“Some people might be wondering why the firms decided to do it this way, but I think it was a wise move by Goltsblat and I think more Western clients decided to move with them to BLP than to Pepeliaev Group [the post-Goltsblat entity and one of Russia’s largest firms by headcount], so clients have clearly grasped the concept,” says one Russian in-house lawyer.

Law war

If anything, the merger illustrates how important it is for domestic UK firms to recognise that dual capabilities need to be integrated at the highest level to secure success in foreign markets. In Russia, English law still reigns supreme, but the situation is more nuanced than at first glance.

So, is a good understanding of English law really as attractive to Russian clients as Goltsblat makes out? Yes, our survey says. When we asked whether Russian law is becoming a more popular choice to govern deals in Russia, 10 in-house lawyers said yes but almost double that figure ­responded with an outright no.
The more open-ended responses were particularly revealing, and showed how important English law is in the current Russian legal market.

“English law’s still far more prevalent than Russian law,” was one ­response, while another stated: “Although Russian law’s a little more common now, it hasn’t made any ­difference.”

As one respondent pointed out, Russian law has become the default law only in particular cases. “Russian law’s only become a little more popular,” they wrote, “and this is largely because of the peculiarities regulating transactions involving shares in our company.”

As another highlighted, it depends on whether there is a foreign element. “For transactions without a foreign element, Russian law’s becoming a more popular option,” wrote the in-houser. “However, when a foreign element’s present, then the parties tend to choose English law to regulate the transaction.”

How comfortable businesses are in using Russian law is a different story. When we asked respondents whether they felt comfortable using Russian law to govern transactions, opinion was divided, with 56.5 per cent saying categorically no and 43.5 per cent saying yes.

“The survey confirms that in Russia people still feel uncomfortable using Russian law to meet the needs of their business and that English law is widely used across particular sectors,” notes Margarita Gaskarova, chief editor at Legal Insight.

English law is often favoured by those Russian companies that operate exclusively in Russia, adds Gaskarova. “The use of English law is common even for Russian companies whose operations are primarily in Russia but are owned by holding companies registered abroad, such as jurisdictions like Cyprus,” she says. “This means that in the event of a legal dispute the company’s able to abide by foreign law.” (See ’Law of the land’ box, page 23.)

However, there are still strong doubts over whether local Russian firms have sufficient knowledge of English law to advise on English law-related transactions, says UniCredit Bank legal head Natalia Okuneva.

“A number of Russian local firms still don’t have enough competence of English law in transactions and so clients will often choose to do a transaction under Russian law as they know it will be more secure,” she says.

As Chadbourne & Parke partner Konstantin Osipov notes, there are signs that Russian companies’ attitudes towards working under English law has changed in recent years, and this is due in large part to the advances in the understanding and ­application of English law in Russia.

“Russian clients used to be very nervous about transactions being governed by English law, but now lawyers in Russia have become much more experienced and knowledgeable of working on transactions under English law and therefore Russian clients are now much more comfortable with it,” says Osipov.

“Almost every Russian company here uses English law when they do M&A transactions,” confirms Nikita Prokofiev, head of the Moscow legal search practice at international recruiters Odgers Berndtson.

Consequently, Russian companies are increasingly looking to recruit lawyers with knowledge of English law. “Sometimes Russian companies just use outside counsel with English law expertise,” she says, “but increasingly mid-level Russian companies are looking to hire lawyers with English law exposure.”

Good examples of this trend are Chris Smith, who left Latham & Watkins to become general counsel at Russian group AAR Consortium in September 2011, and Charles Anderson, who joined Rusal as head of ­corporate finance in August 2011. ­Anderson previously worked as a senior international lawyer at Renaissance Group in Moscow after working for a number of years at Clifford Chance and UBS in London.

Battle grounds

When it comes to disputes, as The Lawyer has reported previously (see Disputes box, page 23), the UK has become a top choice for Russian arbitrations. So when the survey asked where respondents’ companies had undertaken arbitration proceedings, it was a surprise that most arbitrations did not take place in the UK.

In fact, of those who did specify their arbitrations’ locations, 66 per cent cited Russia, while only 12 per cent said the UK, 8 per cent Cyprus and 6 per cent other jurisdictions.

Anastasia Nadezhdina, head of legal at Actavis Russia, says there are a number of reasons why Russian law is a popular option for legal disputes.

“Companies often think that using English law will have more secure ­results,” she says, “and although some shareholders cannot or do not want to use English law, others prefer to use it. The trouble is, if you use English law and your company gets into a conflict, then this can make everything much more complicated. This is often why many companies in Russia are still likely to prefer using Russian law to English law.”

This tendency to use Russian law for disputes may relate to a growing trend in the private practice market. Sergei Pepeliaev, a founding partner of Pepeliaev Group, says there has been a push by international firms to get involved in Russian disputes.

“Prior to 2011 the major focus for international firms in Russia was cross-border matters,” he relates. “Since 2011, however, they have become increasingly involved in commercial litigation and, perhaps more importantly, in proceedings that do not involve cross-border or international arbitration proceedings. This has traditionally been the domain of domestic law firms in Russia, but last year a number of litigation partners at Russian firms moved to international law firms.”

As an example of this trend, in October 2011 US firm Quinn Emanuel Urquhart & Sullivan, which is well-known for its litigation expertise, launched an office in Moscow following the hire of litigation partners Ivan Marisin and Vasily Kuznetsov from Dechert. GBLP head of dispute resolution Maxim Kulkov also joined Freshfields as counsel to lead the arbitration and litigation practice.

So why did international firms not get involved before? “It used to be that international firms preferred to stay away from litigation in Russia so as to not inflict any damage on their image,” says Pepeliaev.

However, he notes that reform in the Russian judicial system has caused some international firms to rethink their stances.

“Partly due to changes in the senior judicial authorities and ongoing judicial reform, litigation is now something that respectable law firms can do in Russia, and I believe this is the reason why international law firms are increasingly getting involved in litigation,” he concludes.

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Goltsblat BLP

January 2009: 74 lawyers
April 2012: 100 lawyers
(including 15 partners)
Key hires in 2011:
Projects partner Andrei Baev from Allen & Overy
Tax partner Evgeny Tumofev from Salans
Oleg Khokhlov, a senior associate from Linklaters, brought in as a partner
Oleg Arkhipov, counsel from Hannes Snellman, brought in as a partner
Key losses in 2011:
Employment head Anna-Stefaniya Chepik joined PwC Russia
Head of dispute resolution Maxim Kulkov joined Freshfields Bruckhaus Deringer as counsel to lead the Russian arbitration and litigation practice

—

The survey: surprises

When The Lawyer and Russian legal magazine Legal Insight decided to run a joint survey of in-house counsel in Russia, we had little idea of what responses to expect. As Legal Insight chief editor Margarita Gaskarova (pictured) says: “There have been few such in-depth studies on the in-house legal market in Russia carried out in recent years.”

Russia is as much an enigma to the West as it was when Churchill first coined the phrase back in 1939. But its Bric membership means there is much worth quizzing Russian legal counsel on, and with responses from more than 80 of Russia’s senior in-house counsel, the findings were compelling.

For a market that has experienced dramatic change over the past few decades and is home to around 28 major global firms, it is not surprising that 71 per cent of participants said they would turn to both local and international firms for high-end work.

Particularly interesting was the response to the question: “Which five law firms in the Russian market, whether local or international, are in your opinion the best?” While Russian stalwart Pepeliaev Group and Egorov Puginsky Afanasiev & Partners topped the list, a mix of US, UK and European outfits dominated the rest of the list.

Of all those mentioned, though, there was one that stood out: Goltsblat BLP.

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The survey: 10 most mentioned firms

As Evgenia Bogdanova, head of legal at Renaissance Capital, points out, reputation can make or break a firm’s chances of working with a client.

“The firms we use have the expertise that our bank requires,” says Bogdanova. “There’s always a potential risk to our reputation, so we don’t want to work with law firms that aren’t well-known.”

Here are the top 10 most mentioned law firms in Moscow according to our survey:

1. Pepeliaev Group
2. Egorov Puginsky Afanasiev
& Partners
3. White & Case
4. Clifford Chance
5. Goltsblat BLP
6. Baker & McKenzie
7. Allen & Overy
8. Freshfields Bruckhaus Deringer
9. Herbert Smith
10. Salans

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The survey: law of the land

Ian Ivory, who co-authored paper ’Use of English Law in Russian Transactions’ with fellow Goltsblat BLP partner Anton Rogoza, says there are a number of reasons why Russian companies are becoming more open to opting for Russian law.

“Using Russian law for transactions just makes sense in Russia,” he says. “Employees in multinational companies tend to be Russian now, with only a thin layer of expats, so they may prefer to use Russian law.”

“By default, all transactions in Russia are under English law,” says director of Renaissance Capital’s legal department Evgenia Bogdanova. “However, there are some cases where it’s prohibited to choose any law that isn’t linked to the law of the country of operations - therefore you often have to use Russian law.”

“The choice of law depends on the type of transaction and its price,” said one survey respondent. “In order to reduce the risks posed to the company, companies are more likely to specify using Russian law.”

Ivory adds: “Russian law’s become more popular and there’s been a real push by the government to use Russian law when possible. They want Moscow to be an international financial centre and so they’re keen to have a good, workable, structural law for transactions in Russia.”
Some respondents, however, are sceptical about attempts to popularise Russian law. “There’s only been an attempt in Russia to solve the problem ’from above’ without a radical revision of the legal system,” said one.

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The survey: disputes

When we asked where respondents’ companies had undertaken arbitration proceedings, Russia was not the answer we expected. As previously reported by The Lawyer, the UK has become a top choice for Russian arbitrations involving multibillion-pound disputes.

English law is still often seen as more reliable, says Legal Insight chief editor Margarita Gaskarova. “Russian businesses have traditionally preferred to go to European courts to resolve their disputes over concerns of the transparency and effectiveness of the Russian system.”

Roman Gurochkin, head of legal at Pascalis Gardner & Partners Development, agrees, saying: “English law tends to be more flexible. And in terms of legal protection, arbitration in English courts will be acceptable and enforceable in many other countries.”

So it was unsurprising that when asked whether they would consider handling arbitration in the UK, 47.8 per cent of respondents said that they would. But why do so many participants’ arbitrations take place in Russia?

Yuri Monastyrsky, a founding partner at Monastyrsky Zyuba Stepanov & Partners, says: “The trend may be explained by features of the Russian court system and by the role of state business tribunals called arbitration courts as opposed to commercial arbitration. Those courts lay claim to being universal and having a comprehensive means of settling conflicts.

“A number of supreme judicial authorities ruled that some quantities of disputes don’t fall under the competence of ordinary arbitration. However, recently the Constitutional Court overruled this and held that all commercial disputes related to real estate, except those with state registration authorities, can be heard by ordinary arbitration. On the other hand, the legislation of the state arbitration system isn’t flexible enough. As a rule they don’t entertain suits from individuals such as businessmen. In this instance the London Court of International Arbitration is the appropriate platform. That’s why many disputes with participation of Russian oligarchs were considered there.”

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The survey: Russia’s in-house changes

When asked whether the type of work that Russian in-house lawyers are handling is changing, while 63 per cent of respondents gave an outright no, some of the openended responses suggested a remarkably different picture.

“Things have changed,” one in-houser said. “There are more regulatory issues; in-house lawyers now need to take part in shaping the strategy of the company and its business, as well as helping to increase investment in Russia and the restructuring of the company worldwide.”

Others said their role has changed because the market itself has moved on. “Our business is now paying more attention to risk assessment and possible future implementations, such as changing ownership structure,” commented one respondent.

With international companies continuing to look to Russia for business opportunities, it is perhaps not surprising that foreign investment is also changing the face of the Russian legal market.

“My role’s changed and this is related to the output of foreign markets, the acquisition of assets in other countries and establishing consortia and alliances with companies in foreign jurisdictions,” wrote one in-house lawyer.

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The Russian legal market: an overview

In terms of previous international law firm experience, Russia has a generation gap with in-house lawyers who are in their late 40s or 50s. They started their careers in the ’80s and by the time the major law firms had moved in to Russia they were already working in-house, and so many of them had never worked in private practice. But for most in-house lawyers in their 30s, private practice experience is almost a must. There are exceptions, such as when a company has a very strong Russian in-house general counsel and a deputy who has experience of working at a global firm.

Movement in the Russian legal market is quite active, but definitely not at the same level as before the crisis in 2007-08, when hiring was at insane levels. There are around 28 major international law firms in Russia now and this includes top US, magic circle and silver circle firms. There are only six or seven visible Russian law firms that work on big deals.

Companies are definitely cherry-picking now, so each search is very accurate. Firm take much more time selecting candidates for interviews, often up to six months. The crisis means firms are very aware of the importance of hiring the right person.

2011 was probably the first year post-crisis when we saw private equity and investment firms hiring general counsel. These were the firms that suffered most and were sleeping during all those years. They’ve now woken up and realise they need strong legal teams.

Moves from in-house to private practice are rare and happen mostly between Russian firms, which bring in the company as a client. In 2010 Anton Malginov left Muranov Chernyakov & Partners to head the legal team of Mail.Ru Group.

As for private practice moves to in-house, this is more common for international firms. For example, Igor Makarov joined Rusal in March 2011 from Jones Day.

State-owned entities and banks are also hiring from international firms - Rosneft, Sberbank and VTB Capital have hired around a dozen senior associates from prominent global firms.

Nikita Prokofiev, head of the Moscow legal search practice at recruiters Odgers Berndtson