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Sergei Zhestkov

Sergei Zhestkov

Partner
Moscow Branch of Baker & McKenzie CIS, Limited

Biography

Sergei Zhestkov is a partner in the Moscow office of Baker McKenzie and a licensed Russian advocate. He specializes in advising multinational corporate and private clients on the broad scope of tax and asset protection issues, and international tax and trust planning and structuring.

Practice Focus

Sergei has deep experience on wealth management work and designing of the tax efficient structures (including holding companies, financial companies, funds, private trust companies and family offices), and in providing advice on pre-M&A tax structuring and post M&A business integration. Sergei also supervises work on development and implementation of various employee long-term incentive plans (including stock options and other share incentive plans). Sergei is a member of the Firm's European Wealth Management Steering Committee.

Representative Legal Matters

  • Advised one of the world's largest seed producers in the proposed acquisition of the Russian production company and Russian production assets, on corporate reorganization of a group of companies with international and cross-border tax planning elements.
  • Conducted due-diligence, including tax due diligence, of a Russian target company. Advised on corporate restructuring with regard to Russia-based subsidiaries, including sophisticated cross-border tax analysis involving Russia, Switzerland and the U.S. Further transactional tax support with regard to acquisition of real estate and production assets. Advised on transactional documents and structuring of the acquisition. Acted as a tax counsel to the client in connection with cross-border restructuring of ownership to the Russia-based subsidiaries, contemplated share deal with acquisition of Russian production company and on-going asset deal with regard to acquisition of another set of real estate and production assets in Russia.
  • Advised on Russian legal and tax issues to an international luxury hospitality company. Advising on Russian legal and tax issues regarding the operational issues of hotels in Russia and contemplated real estate development. The project involved the advice on legal and tax structuring of the cooperation of the client as a hotel operator with the local hotel owner and other operational and strategic issues in Russia.
  • Represented a major Russian metal production company in the acquisition of a controlling share in the capital of another major local metal producer.
  • Represented the client in connection with the purchase of a 99.52% share in the capital of one of major suppliers of metal products for manufacturing and construction companies.
  • Advised the clients on wide range of Russian and UK legal and tax aspects of the contemplated restructuring of business and personal assets holding structures, including foreign unincorporated structures (trusts), and subsequent estate planning. Working as a tax and corporate counsel to the client in connection the wide range of Russian and UK tax questions including restructuring of the holding structure, Russian CFC rules, trust law rules, tax treatment of the contemplated restructuring steps in respective jurisdictions and taxation of liquidation proceeds distribution to beneficiaries).
  • Successfully represented of a Russian subsidiary of the global leader in the field of industrial engineering, procurement, and construction in the pre-trial tax dispute regarding the deductibility of expenses and VAT offset for the works performed in a complex industrial construction project.
  • Advised a global trust company on the set-up of a disclosed and CFC compliant family trust settled by an ultra high net worth Russian family for the benefit of their multiple children and elderly parents, taxation of the trust under the Russian CFC rules, tax-efficient transfer of assets to the trust, new Russian tax exemptions related to distributions to family members from trusts.
  • Advised a leading financial services company on the set-up of a disclosed and CFC compliant family trust settled by the same ultra high net worth Russian family.
  • Advised a major trust company on the tailoring of the trust documentation for foreign trusts of Russian resident high net worth clients and taxation of foreign trusts of Russian residents under the Russian CFC rules.

Professional Honors

  • Recommended in Tax in Russia, Chambers Europe 2011-2021
  • Leading Individual, Legal 500 EMEA 2021
  • Tax Leader, ITR World Tax 2021
  • Best Lawyers 2020

Professional Associations and Memberships

  • Moscow City Bar
  • Society of Trust and Estate Practitioners - Member
  • International Tax Association

Admissions

  • Russia (1995)

Education

  • Institute of State & Law of the Russian Academy of Sciences (Russian Ph.D.) (2001)
  • Moscow State University Law Faculty (Law Degree) (1995)

Languages

  • English
  • Russian