Managing Partner of RussianLegal Law Office Andrey Kozlov Gives Extensive Interview to Russian Business Guide

The full text of the interview is provided below, which you can read on the website of the international business magazine Russian Business Guide.

RussianLegal Law Office is celebrating its 10th anniversary in 2025. RussianLegal reaches this milestone with the status of one of the leading asset protection law firms, according to the Kommersant 2025 rating, with an impressive track record of resolved conflicts concerning enterprises across the country. We asked the attorney, founder of RussianLegal Law Office, Andrey Kozlov, to summarize the results of RussianLegal's ten years of activity and share his secrets for settling disputes between business owners.

– Andrey Valeryevich, what results is the Office currently demonstrating, and what is your key performance indicator?

– First of all, RussianLegal is a law office with a clear specialization. We protect business owners from unfair actions by business partners, management, creditors, and spouses. Such situations threaten not only the asset itself but also the well-being of its owner, and often even his personal freedom. Therefore, we have only one key indicator: the number of business owners we have managed to help. The past year was truly landmark for us. In the Urals, we secured a series of court victories in a dispute over a well-known regional hotel chain; in the Moscow Region, we preserved corporate control over two major enterprises in road construction and warehouse logistics; and in the Northern Capital [St. Petersburg], we achieved a settlement of a conflict at one of the largest meat-processing plants, and, most importantly, without a single court hearing, solely through meticulous corporate work and negotiations. Currently, the office is focused on particularly complex mandates in the fields of transport, metro construction, and the coal industry.

– Speaking of scale, have you considered scaling your business, since conflict resolution assistance is needed by hundreds, if not thousands, of companies?

– Our specialty is not a business where you can delegate management and assume the position of a shareholder. Our team works directly with the company owner, and this requires 100% of our time and effort. Personally, I see myself as a neurosurgeon, ready at any moment for emergency and delicate work, not as a hospital administrator detached from daily medical practice. The fate of the "patient" – the business owner – depends on the precision and thoughtfulness of my actions. This means that developing strategy, appearing in court, and conducting negotiations are my direct responsibilities, which precludes, as they say, assembly-line work.

– Your answer differs from the currently prevalent view in the professional community that legal services, including the legal profession, are nothing more than a business, and that to be successful, one must obey its laws. Do you agree with this statement?

– I agree that the dividing line between business and our profession lies not in the external manifestations, which, by the way, can be very similar, but in their essence. The purpose of business is profit. The essence of our profession, as in medicine, is expressed by a different word, and that word is help. Imagine a private clinic with a sales target. Would you agree to entrust your fate to a doctor whose primary concern is not medical ethics? I will summarize: perceiving our craft as a business distorts the very essence of the profession, depriving it of that non-commercial foundation which is woven into its DNA.

– Could you give a typical example of a situation that company owners come to you with?

– Continuing the medical metaphor, I would say: they come to us when the disease has entered an acute phase. A case from practice: the CEO of a parent entity ousted the beneficiaries from control over subsidiaries by introducing a new participant with a 1% micro-share into an intermediate structure and granting them veto power over all corporate decisions of the holding. Another example: a second shareholder sabotaged the approval of a credit line and provoked a cash gap at the enterprise, while simultaneously poaching the chief accountant, IT director, and other managers to his side. In such cases, a quick and precise response to the illegal actions of the opposing parties is required – from seeking interim measures in court prohibiting the transfer of share rights or the adoption of corporate decisions, to dismissing employees involved in corporate intrigues. In other words, we are expected to provide an immediate and extremely precise reaction to the emerging threat.

– Shall we meet in court or sit down at the negotiating table? Which approach does your office use?

– In my experience, in many conflicts, courts are ineffective both from the perspective of time and money spent and the final outcome. Understanding this, our office prioritizes negotiations. We not only conduct negotiations but also create the preconditions for dialogue. There was even a case in our practice where a bridge to dialogue between the conflicting parties – former spouses dividing a vast amount of acquired property – was a phrase uttered condescendingly by the representative of the other side after a court hearing. I turned it into a reason for a meeting over a cup of coffee. That meeting launched an irreversible process of convergence in positions, and a month later we signed an agreement under Russian and foreign law that put an end to all property issues.

– How can parties be made to agree on peace instead of engaging in judicial hostility?

– Over years of active negotiation work, I have derived the following formula: peace requires three ingredients – psychology, commerce, and law. The first step is to find common ground on a conceptual level. In other words, to research the essence of the conflict, its genesis, and the claims of each party. The second step is money. With the goal of buying out a business partner or exiting the business oneself, it is necessary to put thoroughly developed commercial proposals on the table that can withstand a barrage of objections and counterarguments from the other side. If there is "contact" on the first two points, then the legal nuances are a matter of technique, albeit sometimes very sophisticated. From a philosophical standpoint, conflict reminds me of the Yin and Yang symbols. Each side has its own truth, which, upon careful examination, become a single whole. In other words, the sacred key to peace lies in the ability to understand the conflict situation from all its angles.

– Please give an example of how you manage to reconcile businessmen.

– In one of our recent mandates, we managed to get to the root cause of the extremely aggressive actions of a second shareholder, with whom our client had decades of joint activity. The reason was that our client announced a plan to sell the plant. This was a blow to his partner, who subconsciously perceived the joint business as his brainchild, not as an asset and a subject of sale and purchase. Having uncovered these reasons, we were able to restructure the negotiation process by acknowledging the significant contribution of the second partner to the business development, which was the absolute truth. Within a few weeks, we were able to agree on everything and bought out the second partner's share at a fair value, which was significantly lower than the initial offers.

– How often is there a criminal law component in corporate conflicts?

– The risk of criminal prosecution exists, perhaps, in every business conflict. It manifests itself both through threats and through actual criminal cases. The fundamental position of our office is to minimize this risk and not to transfer the conflict into the criminal law sphere. It takes only one day to file an application with the authorities, a few months to conduct a check and initiate a case. But a lifetime is not enough to deal with the consequences. In other words, you can start the law enforcement machine, but you cannot stop it in 98% of cases. To see this, just look at the official statistics. Participants in corporate conflicts should remember that the language of criminal law is formal and allows many fragments of managerial activity to be classified under various articles of the Criminal Code, including abuse of power and fraud. This makes the criminal law mechanism a double-edged sword that can strike down not only the intended victim but also the very initiator of the appeal to law enforcement agencies.

– Do you have a vision for creating a reasonable distance between the law enforcement system and entrepreneurs, so that corporate conflicts remain the subject of arbitration disputes rather than criminal cases?

– Change the law. Within the professional community, we consistently promote the idea of adjusting criminal prosecution mechanisms. Our session on pre-trial detention as a measure of restraint for entrepreneurs at the recent St. Petersburg International Legal Forum (which we held together with the Association of Lawyers of Russia and its head V.S. Gruzdev, judges of the Supreme Court of the Russian Federation, and the Commissioner for Entrepreneurs' Rights) generated widespread public resonance. Currently, RussianLegal Law Office is developing legislative proposals to reboot procedural guarantees for entrepreneurs, including a ban on custodial restrictions at the pre-trial investigation stage and the possibility of terminating a case provided that economic compensation is made – restitution of damages and payment of a fine to the budget.

– Can you share your proposals?

– Certainly. Note that when choosing a measure of restraint, the law requires the investigator to conduct a "test" – to determine whether the act was committed in the sphere of entrepreneurial activity or not. If yes, he is obliged to adhere to the guarantees established for entrepreneurs and conduct the case considering these restrictions. However, such an assessment is strictly subjective, and not always, far from always, does the investigator see the entrepreneurial component, even when it seems obvious. There is a clear conflict of interest. In this regard, we have two proposals. First, to simplify the "test," making it objective and independent of the investigator's will. For example, one could start from who the victim is: if the applicant in the case is a commercial organization, then entrepreneurial activity is presumed. Second, to expand the authority of the Commissioner for the Protection of Entrepreneurs' Rights under the President of the Russian Federation, by elevating the legal status of his findings on violations of entrepreneurs' rights. Currently, for law enforcement agencies, his position is advisory. It is time to give it a mandatory character: if an entrepreneur ends up in a pre-trial detention center and this is established by the Commissioner under the President of Russia, for the prosecutor this should be an instruction for action – to change the measure of restraint. Granting the institution of the Commissioner a more significant status in criminal proceedings will become an important mechanism in the system of checks and balances, which is currently skewed towards the prosecution.

– With your vast experience, do you see any emerging trends in your field?

– We are observing a vast number of large assets being transferred to the management of Closed-Ended Investment Funds (CEIFs). On the one hand, this structure is considered an effective solution for ensuring privacy and mitigating tax burden. On the other hand, we see its vulnerability in the event of a conflict with unit holders or the trustee manager. Unlike JSCs or LLCs, where mechanisms for corporate protection of participants and shareholders have been perfected over decades, CEIFs lack such protective frameworks, which places their beneficiaries in a vulnerable position. The main thing to understand is: by transferring an asset to a CEIF, you cease to be the owner and hand over the legal levers of control to the trustee manager. And while under favorable circumstances the de facto management of the asset may not change, when the business goes through a crisis with a risk of bankruptcy and subsidiary liability, the management company will act in its own interest, primarily reducing personal risks, rather than reflecting the will and management vision of the beneficiaries. Given this, we see an acute need for careful drafting of the trust management rules, the functioning of the investment committee, and if a conflict has occurred – for understanding the vulnerable points of the corporate structure and proper interaction with the trustee manager. For those concerned with protecting their assets in the long term, attention should be paid to private foundations – a new asset structuring mechanism that not only ensures ownership confidentiality, flexible corporate governance, and tax benefits but also, after a five-year interval, shields the foundation's property from the risk of subsidiary liability for the debts of its founder. We are witnessing the emergence of a corporate structure that has serious potential for preserving and increasing wealth. Time will tell to what extent this potential will be realized.

– Andrey Valeryevich, in conclusion, we would like to inquire about the office's plans in the field of education. Let us remind our readers that RussianLegal is known for its large-scale educational projects. In 2023, RussianLegal was recognized as the Law Firm of the Year in Education by "Pravo-300" for the project Russian Legal Tournament – a large-scale mock trial among students from all over Russia.

– At the end of the year, my team and I will conduct the third annual "Corporate Disputes" course for master's degree students at the Presidential Academy. The course is very popular with students. We conduct training in an interactive format based on the office's real cases, sharing the secrets of legal practice, which perfectly complement the students' academic knowledge. For the next year, the office has other plans, but let them remain an attorney-client secret for now!