Continuing Professional Development for Lawyers

Who it is for

In-house lawyers, executives, business owners and anyone whose work requires a confident grasp of the legal framework governing business activity.

Seminar objective

To present, concisely and systematically, the key legal issues businesses face: from litigation and contract work to corporate governance, inspections by regulatory authorities and employment relations. Over two days, participants update their knowledge in light of the latest legislative changes and get answers to questions from their own practice.

• Handouts are included in the fee.
• Upon completion, participants receive an HSE IPAA certificate of completion.
• Bonus: 3 months of free consultations by email or phone.

Program content

Day 1

1. Procedural law

1.1. Civil and commercial (arbitrazh) procedure, including recent changes

Jurisdiction, filing a claim, notification of parties, interim measures, legal costs, formalizing representation, challenges, settlement agreements. Hearing a case at first instance, review of court rulings on appeal and in cassation, and on the basis of new and newly discovered circumstances.

Pre-trial settlement of debt collection disputes

• Claim procedure and notarial writ of execution.
• Mediation under Federal Law No. 193-FZ: scope, principles and stages of the procedure, requirements for the mediator and their role, choosing a mediator, criteria for whether a dispute is suitable for mediation, conduct of the procedure, mediation agreement.

Debt collection through the courts

• Writ proceedings: categories of cases, state duty, time limits, issuance and cancellation of a court order, refusal to issue it, legal force of the order.
• Simplified proceedings: categories of cases, time limits, hearing procedure, appealing the decision, transition to ordinary claim proceedings.
• Claim proceedings: subject and scope of claims, risks of a counterclaim, assessing whether litigation is worthwhile.
• Statement of defense: content, format, filing procedure.
• Counterclaim and the conditions for its acceptance by the court.
• Interim measures: preparing a motion, appealing a refusal to grant them.
• Consequences of changing the grounds or subject of a claim, withdrawing a claim, admitting a claim and concluding a settlement agreement.
• Parties to the case and their procedural rights; third parties with and without independent claims.

Alternative methods of resolving commercial disputes

Arbitration: concept, arbitration rules, arbitration agreement. Conciliation procedures in court, judicial conciliation, settlement agreement.

1.2. Enforcement proceedings

Current issues in applying the Federal Law “On Enforcement Proceedings”: foreclosure on specific types of debtor property, challenging actions and decisions of a bailiff, grounds for completion and termination of enforcement proceedings.

1.3. Managing litigation

Practical recommendations for preparing and conducting cases in commercial (arbitrazh) courts, courts of general jurisdiction, arbitral tribunals and international commercial arbitration: pre-trial work and gathering information on a potential defendant, tactics and strategy for claimant and defendant, a litigation checklist, collecting evidence and allocating the burden of proof.

2. Private law

2.1. Contract and obligations law, including amendments to the Russian Civil Code

• Freedom of contract: mandatory and default rules, unnamed and mixed contracts.
• General rules on transactions: time limits, conditional transactions, legally significant communications.
• Invalidity of transactions: contravention of law, transactions detrimental to the company, fraud, lack of required consent, a director or representative exceeding their authority, limits on challenging transactions.
• Documenting and verifying authority to enter into a contract.
• Concluding a contract: pre-contractual liability, representations as to circumstances, execution and signing procedure, moment of conclusion, exchange of documents and electronic form, essential terms and the consequences of failing to agree on them, framework, preliminary, option and subscription contracts.
• Security for obligations: suretyship, independent guarantee, pledge, retention, deposit, escrow, security payment.
• Termination of obligations: novation, accord and satisfaction, set-off, debt forgiveness, impossibility of performance — based on case law.
• Change of parties to an obligation: contractual prohibition on assignment and the consequences of its breach, assignment of future claims, transfer of debt.
• Performance of obligations: good faith, documenting performance and the risks of errors in primary documents, performance to a third party, time and place of performance, currency clauses.
• Termination of a contract: unilateral repudiation and judicial termination, material breach, material change of circumstances, refund of prepayment.
• Liability for breach of contract: proving damages, penalties and their reduction, interest for the use of another party’s funds and commercial credit, specific performance, suspension of counter-performance.
• Real estate transactions: state registration of rights, reliability of the register, challenging actions of the registration authority.
• Sale and supply, including sale of real estate, shares in joint-stock companies and LLC interests, and future goods; investment contracts.
• Real estate leases: documentation, lease of part of a building and of a future asset, registration of long-term leases, terms and renewal, rent changes, termination.
• Construction contracts: essential terms and deadlines, handover and acceptance, consequences of breaches, unilateral repudiation.
• Paid services: difference from a work contract, essential terms, the result as the subject of the contract, unilateral repudiation and termination fees.
• Loans and credit: moment of conclusion, credit lines, bank fees, interest and penalties, withdrawal from the contract and early repayment demands.
• Intermediary contracts: agency, commission and agent agreements in case law.

Day 2

2.2. Corporate law, including recent changes

The company’s governance system and the competence of its bodies, formation and increase of charter capital, challenging decisions of governing bodies, derivative claims and other corporate disputes, directors’ liability.

• Joint-stock companies: charter, mandatory corporate documents, shareholders’ rights and obligations, dividends, reorganization and liquidation.
• LLCs: charter, corporate documents, participants’ rights and obligations, withdrawal from the company and acquisition of interests by the company itself, expulsion of a participant, profit distribution, reorganization and liquidation.
• Charter capital: shares, increase and reduction of a joint-stock company’s capital, splits and consolidations, issue and payment for shares, pre-emptive rights, buyback and acquisition of shares; payment for and changes to an LLC’s charter capital, consequences of non-payment, contributions to company assets; net assets.
• Corporate governance: general shareholders’ meeting (convening, holding, voting), board of directors, sole and collegial executive bodies, management company, election and early termination of powers, major and interested-party transactions, LLC governing bodies and the procedure for holding a general meeting of participants.
• Antitrust control: affiliated persons and groups of persons, merger control, foreign investment control, transactions in shares and interests.

2.3. State control (supervision) and administrative liability

The system of control (supervisory) authorities, types and procedure of control activities, time limits and frequency, notification of the organization. What officials may not do during an inspection. Documents issued following an inspection and possible consequences. Gross violations of inspection procedure and invalidation of its results: grounds, case law, practical advice. Challenging actions (or inaction) of officials through administrative and judicial channels, appeals to the prosecutor’s office. Administrative liability under the Russian Code of Administrative Offenses: a step-by-step approach for the organization.

3. Employment law, including recent changes

• Parties to employment relations: employee, employer, trade unions, employee representatives, government authorities.
• Employment contract: concept and content, job function, procedure and time limits for conclusion, fixed-term contracts.
• Transfers, termination of an employment contract at the initiative of the employee and the employer, termination due to circumstances beyond the parties’ control. Case studies.
• Special rules for certain categories of workers: seasonal workers, home-based workers, employees of individual employers, rotational (shift-camp) work, part-time secondary employment, minors, persons with disabilities, employees in hazardous and dangerous working conditions, heads of organizations and members of collegial bodies, employees of small businesses.
• Working time: types, recording and schedules, reduced and part-time working hours, flexible schedules, aggregated working time recording, overtime, night work.
• Rest time: weekends and non-working public holidays, work on those days, types of leave, calculating the length of annual paid leave and service, recall from leave.
• Remuneration: concept and principles, labor standards, time-based and piece-rate systems, the Unified Tariff and Qualification Directory (ETKS), bonuses, pay for overtime and night work, work on weekends and holidays, compensation payments.
• Labor discipline: internal labor regulations, incentives, disciplinary sanctions, time limits and procedure for imposing and appealing them.
• Material liability of the parties: conditions, procedure and amount of compensation for damage, full material liability and its limits.

Compensation for harm to employees

• Employer’s material liability under the Russian Labor Code: for unlawfully depriving an employee of the opportunity to work and for harm to an employee’s life and health.
• Compensation for harm to a person’s life or health under Chapter 59 of the Russian Civil Code: scope and nature of compensation, determining lost earnings, compensation for harm to a minor and in the event of a breadwinner’s death, changes in amount and indexation of payments, compensation upon termination of a legal entity, funeral expenses.
• Compulsory social insurance against industrial accidents and occupational diseases (Federal Law No. 125-FZ).

Labor disputes

• Concept and types of labor disputes.
• Labor disputes commission: formation, competence, time limits for filing, enforcement of decisions.
• Resolution of individual labor disputes in court.
• Collective labor disputes: conciliation procedures, labor arbitration, the right to strike.