Practices Sectors Private clients

FMCG and Retail

Natural Resources and Energy ←
→ Pharmaceuticals and Healthcare
The current FMCG and retail market is facing numerous challenges that require integrated legal support in corporate law, taxation, customs regulation, intellectual property, antitrust control, employment regulation, process digitalisation, dispute resolution, and other law areas.  Amidst the global economic changes, increasingly stringent government control, supply chain transformation, and development of LegalTech tools, companies operating in the retail, distribution, consumer product manufacturing, and online retail sectors need comprehensive legal expertise to both protect their businesses and improve their operational efficiency.

The industry's structural features, including a wide range of products, rapid turnover, low margins, intense competitive environment, and stringent regulatory requirements, add to its complexity.  All these factors require companies to procure sustainable and systematic legal support.

BGP Litigation's FMCG and Retail Group offers its clients a full range of legal services, from comprehensive audits of tax, customs, and corporate risks, M&A advisory services, restructurings, real estate and intellectual property transactions to developing contract strategies for cross-border supply transactions and internal compliance policies and procedures.  Our dedicated team also handles matters related to digital document management, labour law, antitrust regulation, and real estate use and management, as well as resolves commercial, insurance and cross-border disputes in an effective and efficient manner.  BGP Litigation's lawyers understand the industry's specifics and are experienced in dealing with complex cases across the entire spectrum of legal services offered to FMCG businesses.

BGP Litigation's team offers comprehensive legal support to retail sector leaders, fast-moving consumer goods manufacturers, multi-brand chains, and e-commerce companies, developing legal strategies that not only address the current challenges, but also pave the way for business growth and development.

Services
Tax Advice
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  • Legal support in connection with tax audits
  • Collecting security-related data with regard to toxic vendors
  • Regulation and digitalisation of know-your-customer checks
  • Challenging tax claims
  • Industry-specific tax advice
  • Tax review (identification of tax risks)
  • Identification of tax reserves
  • Challenging tax claims in pre-trial and judicial proceedings (drafting defences, appeals and petitions)
  • Training of, and accompanying, witnesses at interrogation
  • Legal support in connection with searches and seizure of documents in a client's office, warehouse, or any other premises
  • Drafting responses to document disclosure requests
  • Representing clients in tax authorities (working meetings, commissions, consideration of objections and tax audit materials, etc.)
  • Analysis of draft contracts to identify and assess tax risks and consequences
  • Tax planning and structuring to improve a business's tax efficiency


Customs Law
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  • Analysing risks of inclusion of dividends and license payments in the customs value of imported goods, taking account of the customs law requirements
  • Developing a methodology for inclusion of dividends and license payments in the customs value of imported goods
  • Analysing trade margins throughout the entire sales chain and product pricing analysis
  • Creating security files to mitigate risks related to customs audits
  • Risk analysis in relation to cross-border transactions
  • Legal support in connection with customs audits
  • Administrative and judicial appeals against customs authorities' decisions
  • EAEU Court proceedings
  • Liaising with competent authorities on customs matters
  • Customs advice on the specific aspects of operations in the EAEU market



Corporate Law and M&A
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  • M&A transactional support
  • Restructuring, reorganisation, redomiciliation
  • Pre-sale makeover and IPO
  • Developing internal policies and procedures, corporate compliance procedures, etc.
  • Advice on accounts receivable management matters
  • Assistance in connection with examining and safeguarding corporate executives' interests, limitation of directors' liability, and implementation of the corporate secretary function
Intellectual Property
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  • Protection of trademarks and other intellectual property rights, including disputes over counterfeit products sold by retail outlets and on marketplaces, infringement of rights online, etc.
  • Structuring transactions, including drafting distribution, agency, licence, franchise agreements, etc.
  • Handling royalty-related matters, drafting provisions relating to the amount, manner of calculation and payment of royalties and other provisions, as well as legal support in connection with disputes over enforcement of royalty payments and other disputes
  • Registration intellectual property rights, including trademarks, patents and copyright, R&D deliverables, know-how and other IP rights, including drafting agreements with authors and contractors, drafting provisions related to the protection of know-how and trade secrets
  • Legal due diligence of intellectual property rights, including identification of potential risks, providing recommendations for mitigating and eliminating such risks, and amending relevant documents
Antitrust Regulation
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  • Representation of clients in antitrust and fair trade proceedings
  • Legal advice on mergers and acquisitions
  • Legal support in connection with audits of Russia's Federal Antimonopoly Service
  • Advice on the applicable antitrust and fair trade laws
  • Developing and delivering training programmes, including antitrust law and corporate governance trainings
Labour Law and Personal Data
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  • Developing and implementing an HR e-Document Management System (or KEDO, in its Russian acronym)
  • Employing foreign and remote workers, analysing the opportunities for hiring foreign employees in certain regions where employment of foreigners in the retail sector is prohibited
  • Employee accident investigation
  • Audit and implementation of the personal data processing system
  • Protection of employers in connection with disputes over reclassification of civil-law (or B2B) contracts as employment relations
  • Liability for theft of goods
  • Training executives to improve communication with the local staff
  • Providing assistance in connection with changing employment terms of employees with family obligations
  • Developing guidelines and training programmes for HR departments of companies with high employee turnover rates
  • Developing and implementing an efficient personal data processing system in circumstances involving large-scale personal data processing (personnel, suppliers, consumers)
Real Estate Transactional Support
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  • Leases
  • Sale and purchase agreements
  • Construction contracts
  • Due diligence of immovable assets (warehouses and other properties)
  • Legal review of leases, sale and purchase agreements, and construction contracts, and legal support in connection with related disputes
  • Legal assessment of property use
  • Legal support on matters related to improper use of properties
Dispute Resolution
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  • Settlement of disputes related to product labelling and returns
  • Representing clients at the pre-contractual stage, negotiations, legal review of supply contracts
  • Legal review of warehouse lease agreements and support in disputes over their execution, performance and termination
  • Commercial, corporate and insurance disputes
  • Cross-border dispute and conflict resolution
Sanctions
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  • Analysis of applicability of export restrictions to a client's products and possible exceptions for food sector operators
Configuration and Integration of LegalTech Tools
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  • HR e-document management systems (KEDO)
  • Machine-readable powers of attorney (or MChD, in its Russian acronym)
  • Non-qualified, qualified, and enhanced qualified digital signatures (or NEP, KEP, and UKEP, in their Russian acronyms, respectively)
  • Automated corporate data management systems
  • Anti-counterfeiting solutions
  • IP management tools
  • Counterparty scoring
  • Accounts receivable management
  • Chatbots

We advised:

A General Distributor

of a renowned Japanese automotive brand in Russia on technical regulation covering installation of the ERA-GLONASS system and similar systems in EAEU countries, including drafting of a legal opinion and provision of recommendations to ensure unimpeded vehicle import and sale in the region

A Chain of Perfumery and Cosmetics Stores,

part of one of the world's biggest French luxury goods holding companies, on liability for violating the terms of the customs warehousing procedure, including development of a legal position and representation in administrative proceedings

A Leading Russian Producer of Juice Products, baby food and alternative dairy products

in a dispute with one of the world's biggest packaging manufacturers resulting from its refusal to supply packaging and spare parts on the basis of the Swiss sanctions legislation, including analysis of interconnected agreements, loss calculation, and development of a damages recovery strategy

A Major Regional Luxury Clothing Retail Chain

on analysis of tax risks associated with business fragmentation, including the drafting of a legal opinion and provision of recommendations for business model changes to preclude multi-million dollar losses and tax disputes with the Federal Tax Service

A Dutch Subsidiary of a Major Marketing and Advertising Consulting Firm

during a customs audit and contentious dispute over royalties for know-how being included in the customs value of promotional goods, and subsequent representation in the commercial court

A Russian Manufacturer of Women's Clothing and Accessories

on expanding onto foreign markets, including conducting an IP compliance audit, auditing intellectual property rights and structuring IP asset ownership

A Global IT and Logistics Company

on analysis of the legal and tax implications of opening branches in Kazakhstan, Uzbekistan and Azerbaijan, including preparing a comparative regulatory overview and providing recommendations on selecting a jurisdiction for doing business

A major Russian Food Delivery Service

on challenging additional tax assessments resulting from a field tax audit, including preparing objections to the Federal Tax Service's report and developing a model for engaging with self-employed individuals in order to mitigate future tax risks

One of the Oldest Cognac Houses in France

on entering into an exclusive distribution agreement with a major Russian alcohol company, including analysing the antitrust risks and drafting of contractual terms compliant with both the Russian and the French legislation

A Major Distributor of IT Equipment and Software

on developing and implementing a claims and litigation management and debt collection system, including a team incentivisation system, allowing the recovery to be increased by 30–40% by targeting low-probability debts