On October 3-4, 2025, Kazan hosted the IV Kazan International Legal Forum at the Galiasgar Kamal Tatar State Academic Theatre. The event brought together leading experts from 28 countries and 71 Russian cities.
The session “Corporate Law: Business Structuring and M&A,” featuring Kirill Ermolenko, was held in a new format. The speakers deliberately moved away from standard presentations, instead putting forward a number of pressing legal and practical topics for discussion. They provided their expert opinions on each issue and answered questions from the audience. The central theme of the session was preventing litigation risks arising from transactions.
The discussion began with a debate on the role of the term sheet in M&A transactions, its specific details, and its legal force. The session participants shared their experience in drafting such documents and offered valuable recommendations to the audience.
In his speech, Kirill Ermolenko emphasized that a term sheet should be utilized in every transaction. He noted that when both business representatives and lawyers are involved in its preparation, it becomes a significant aid for the effective implementation of the agreements reached. Kirill paid particular attention to the importance of precise wording in term sheets, citing instances from practice where incorrect provisions in such agreements have served as grounds for initiating criminal cases and have been used by courts in bankruptcy proceedings to establish various circumstances. Therefore, from Kirill's point of view, professional legal advice is essential when signing a term sheet.
The discussion also covered other challenging issues in deal-making. The speakers talked about how to identify risks associated with “shadow” parties to a transaction (such as former spouses or partners) and how to strike a balance between fundamental agreements, legal nuances, and the practical execution of a deal—ensuring that performance does not turn into a legal quest and provoke litigation.
The session was moderated by Alexander Ermolenko, a partner at Orlova\Ermolenko law firm. Other discussion participants included Alexey Gorodissky, partner at Andrey Gorodissky and Partners law firm; Elena Shigidina, partner at Orlova\Ermolenko law firm; Kirill Manshin, counsel at Melling, Voitishkin and Partners firm; and Gleb Bazurin, senior lawyer at VK Partners.
