Cross-border Taxtion of 401(k) Distributions to a Russian Non-Resident Professional (April 2017)

Many professionals with no U.S. citizenship or “green card” work for U.S. corporations on a temporary basis participating in optional retirement saving plans provided by their U.S. employers. One of the most popular types of such plans is a qualified profit-sharing plan implemented under section 401(k) of the U.S. Internal Revenue Code (called a “401(k) plan”, hereinafter – “401(k) retirement plan” or “401(k) plan”).

When an employee who is not a U.S. resident alien for tax purposes based on the citizenship or “green card” test quits her U.S. employer and, then, moves to another country she encounters the issue of what tax consequences may be triggered by an early withdrawal of her 401(k) money. Some aspects of the above issue are reviewed in this publication using a Russian non-resident professional as an example.

Read full publication in English.


Evgeny Melikhov. Legal Mechanisms of Long-term Incentive Compensation at Nonpublic Companies in the USA and Russia (January 2016)

Foreign and Russian approaches to incentivizing the key employees and advisors at public companies with stock, stock options and profit sharing rights have been researched well enough while the mechanisms available for non-public companies, including those with equity divided into capital interests, units and other membership interests rather than into shares, have gained less attention. The article provides the survey of the legal mechanisms used in the USA to reward employees, independent directors and key consultants with stock (capital interests), stock (equity) options and equity appreciation rights. Then, the opportunities and issues related to the application of the above mechanisms by nonpublic business companies, partnerships, limited partnerships and production cooperatives in Russia are analyzed against the U.S. experience, including in the light of the amendments to part I of the Civil Code of the Russian Federation that took effect on the 1st day of June, 2015.

See the full text of the article (in Russian) in the Herald of Economic Justice of the Russian Federation, 2016, no. 1.


Evgeny Melikhov. Creditors' Agreement: More Questions than Answers (September 2015)

As of the 1st day of June, 2015, new article 309.1 of the Civil Code of the Russian Federation "Creditors'​ Agreement on the Manner of Satisfying their Claims Against a Debtor" took effect implementing the institute of contractual subordination in the Russian laws that proved efficient within numerous financial transactions abroad. However, close analysis of article 309.1 of the Civil Code of the Russian Federation raises a number of practical issues. Some of them have been reviewed in the article published.

See the full text of the article (in Russian) in the Corporate Lawyer Journal, 2015, no. 9.


Evgeny Melikhov. Debt Subordiantion in the Event of a Junior Creditor's Bankruptcy: English Practice and Possible Scenarios in the Context of Russian Law (August 2015)

The article continues research on issues related to the debt subordination mechanism that has been actively used in foreign jurisdictions and recently implemented in part in the Russian laws through article 309.1 of the Civil Code of the Russian Federation regarding creditors' agreements on the manner of satisfying their claims against a debtor. This time, the analysis covers the destiny of contractual creditor claim subordination in the event that a junior creditor goes bankrupt that raises a number of the most complex debt subordination aspects. The article provides the overview of the rules developed on the topic in English practice; then, possible implications and risks in the context of Russian law are reviewed. 


Evgeny Melikhov. Debt Subordination: U.K., U.S. Practice and Applicability Prospects in Russia (in Russian, May 2015)

The article provides an overview of the main forms and principles of creditor claim subordination in the U.K. and U.S. Then, the application prospects of the creditors agreement on the manner of satisfying their claims against the debtor provided for by article 309.1 of the Civil Code of the Russian Federation coming into force as of the 1st day of June, 2015 are analyzed against the background of the foreign practice.


Presentation "Investments in the U.S. Commercial Real Estate" (May 2015)

The U.S. real estate market is divergent and dynamic which allows for finding of opportunities to profitably invest in financially rodust commercial facilities at a reasonable price securing the annual net cash on cash return comparable to the interest rate on a long-term currency bank deposit. Such investment enables to acquire a real business in the most attractive regions of the country with a high life quality and ownership protection level. Subject to meeting certain conditions, the investor may be entitled to apply for the U.S. legal permanent resident status ("green card") for him(her)self, his (her) spouse and underage children.


Vladislav Lurye, Evgeny Melikhov. Convertible Loans: U.S. Practice and Applicablity in Russia (November 2014)

The article continues the series of studies on "hybrid" financing mechanisms widely used abroad but less known in Russia commenced by the authors in the mezzanine financing article. This time, the research topic is convertible loan. In the article, key legal and financial aspects of convertibe loan are reviewed through the prism of the U.S. practice where it is actively applied to raise funding both for startups and accomplished businesses and, therefore, developed well enough. Then, the applicability and issues related to using convertible debt in Russia are analyzed against the U.S. practice. The comparative analysis given in the article allows the understanding of the convertible loan mechanism, scope and applicability in the United States and Russia.


Vladislav Lurye, Evgeny Melikhov. Mezzanine Financing: International Experience and Russian Practice (December 2013)

The article provides the survey of mezzaning financing key traits in the U.S.and Europe where it has been developed to the highest extent and reviews the features of mezzanine transaction structures in Russia given the specifics of the Russian laws and challenges of the Russian business environment.