A Globalized National Law Firm

Dimitry AfanasievChairman,

Egorov Puginsky Afanasiev & Partners

Global Top-100

Among the global top-100 law firms:

• 7575 from the USA

• 1717 from Great Britain

• 44 from Australia

• 11 from Canada, France, Spain and Holland

Прибыль

The total income of the top-100 law firms in 2007

Leaders are Clifford Chance ($2.2 bln) and Linklaters ($2.1 bln).

$67.4 $67.4 blnbln

Total Income

Source: The American Lawyer

Average income per partner in leading global law firms (Linklaters, Slaughter and May, Wiley Rein):

$1.3$1.3++ mlnmln

A year income of the best lawyers in the City

$4$4++ mlnmln

Income per Partner

In 2007 the leading 250 law firms in the United States had

lawyers in their abroad offices.

Globalization of the Legal Business

15 000 + 15 000 +

The most “globalized” law firm in the world is

BakerBaker & & McKenzieMcKenzie

with abroad staff of

3 333 335 lawyers5 lawyers

or 81%81% of all lawyers working in the firm

Globalization “Activists”

Anglo-American Dominance in the Legal Market

1. Transnational companies reign the world economy;

2. They are listed at the stock exchanges in New-York and London, use English in documentation under the American or British jurisdiction;

3. “Legal magnetism” of the UK courts;

4. Leading role of the USA and American legal system in shaping international legal framework;

5. Cultural and historic reasons.

Why Business Goes Offshore?

1.Impractical laws

2.Inefficient courts

Judicial Reform

1. Promote prestige of being a judge and provide adequate pay for judges;

2. Ensure the inevitability, not severity of punishment;

3. Bring in a fresh generation of personnel.

Asia & Australia

Africa

CIS

Latin America

22%

11%

52%

North America

6%

2%

3%

4%

CEEWestern Europe

Total assets value: $ 59 bln.

Total number of subsidiaries and branches: 630Source: NTV, Segodnya, 24 Feb. 2008

Geography of Russian Assets Abroad

№ Year Target Place BuyerValue, $ mln

1. 2006 SUAL and aluminum assets of Glencore

Global Russian Aluminum 30 000

2. 2007 LionOre Canada Norilsk Nickel 5 300

3. 2006 Oregon Steel Mills USA Evraz Group 2 300

4 2007 Sulzer Switzerland Renova Group 1 700

5 2007 Strabag Austria Basic Element 1 628

6 2007 Magna International Canada Basic Element 1 500

7 2007 Hediard France Luxadvor 1 200

8 2007 Energetic Source SPA Italy Renova Group 1 200

9. 2006 Duferco Global Steel Invest & Finance S.A. (NLMK)

805

10 2007 Highveld South Africa Evraz Group 700

Source: M&A-Intelligence Group of Mergers & Acquisitions magazine, Russia "

TOP-10 Russian Acquisitions Abroad in 2006-2007

Main Impediments

1) Lack of long-term low-cost capital funding from within Russia;

2) Lack of international M&A experience at any corporate level in Russia except at the very top;

3) Cross-cultural difficulties;

4) Russia’s image abroad;

5) Lack of established network of key players: counsel, investment banker, PR adviser, accountant, as well as personal networks in the target industries.

How to Win the Battle

1.Learn the target market.

2.Let the target market learn about you.

3.Start the learning curve early on the regulatory issues.

4.Expect to play the local game.

5.Choose the right people.

- Italy: Bonelli Erede Pappalardo

- France: Bredin Prat

- Netherlands: De Brauw Blackstone Westbroek

- Germany: Hengeler Mueller

- Sweden and Scandinavia: Mannheimer Swartling

- Austria: Schönherr

- Great Britain: Slaughter and

May

- Spain: Uría Menéndez

- USA: Wachtell Lipton

- Russia: Egorov Puginsky Afanasiev & Partners

Work in Coalitions: Best + Best

The Best Friends Network: Who We Are

1. Leading independent firms;

2. Not a fixed group, no exclusive arrangements;

3. Firms with a common purpose and focus:

• quality

• culture

4. Establish integrated teams of lawyers to provide a seamless cross-border service.

Role of the Local Counsel in the Integrated Team

1.1. Advising client in Advising client in negotiationsnegotiations; ;

2.2. CoordinationCoordination of the integrated of the integrated team of foreign advisers team of foreign advisers (best+best)(best+best)

3.3. Due diligenceDue diligence of local assets of local assets;;

4.4. AntitrustAntitrust clearance clearance;;

5.5. Legal advise of issues subjected Legal advise of issues subjected to the home jurisdiction (i.e. to the home jurisdiction (i.e. labor issues)labor issues);;

6.6. GRGR: Relations with federal and : Relations with federal and local authorities, municipalitieslocal authorities, municipalities..

Our Experience2006: Advising global top-3 aluminium producer RUSAL on its USD 30 bln merger with SUAL 2006: Advising global top-3 aluminium producer RUSAL on its USD 30 bln merger with SUAL

of Russia and Glencore of Switzerland creating United Company RUSAL. of Russia and Glencore of Switzerland creating United Company RUSAL. EPA&P + EPA&P + Ashurst Ashurst ((UKUK) )

2007: Advised Basic Element, a major investment group in Russia, on the acquisition of a 30 2007: Advised Basic Element, a major investment group in Russia, on the acquisition of a 30 percent stake in STRABAG, European leader in construction, in a 1.2 bln Euros deal. percent stake in STRABAG, European leader in construction, in a 1.2 bln Euros deal.

EPA&P + EPA&P + Bryan Cave (USA)Bryan Cave (USA), , Schoenherr (Austria)Schoenherr (Austria)

2007: Advised on acquisition of shares in German leader in construction 2007: Advised on acquisition of shares in German leader in construction Hochtief. Hochtief. EPA&P + GleissEPA&P + Gleiss Lutz (Germany)Lutz (Germany)

2007: Advised RM Systems, a major Russian automotive holding owning GAZ Group, on the 2007: Advised RM Systems, a major Russian automotive holding owning GAZ Group, on the USD 1,53 bln private equity deal for the shares of NYSE-listed Magna International, the USD 1,53 bln private equity deal for the shares of NYSE-listed Magna International, the world's leading auto components manufacturer. world's leading auto components manufacturer.

EPA&P + EPA&P + Cravath Cravath ((USAUSA))

2008: Advised UC RUSAL on a recently announced acquisition of strategic stake in Norilsk 2008: Advised UC RUSAL on a recently announced acquisition of strategic stake in Norilsk Nickel from ONEXIM Group. Nickel from ONEXIM Group.

EPA&P + EPA&P + Ashurst Ashurst ((UKUK))