Prior to joining GRATA International Law Firm, Ms.Dianova was an associate at Squire Sanders international law firm’s Moscow office of, an associate at the Tax and Legal Department of Mazars and an in-house counsel at Nissan Motor Rus.

Education:

Ms. Dianova graduated from the International Law faculty of the Moscow State Institute of the International Relations (University) with the specialist in Law degree and received MBA degree in Management and Business Law from the Moscow International Higher School of Business (MIRBIS) as well LL.M Corporate Finance Law degree from the University of Westminster. She is admitted to practice in Russia from 2002.

Practices:

  • Antitrust Law;
  • Commercial Law;
  • Corporate Law / Mergers and Acquisitions;
  • Regulation of medicines and medical devices circulation.

Practice Focus:

  • Industry and Trade;
  • Banking and Finance.

Publications:

  • «Distribution Agreement: Antitrust Restrictions» («Corporate Lawyer», №10, 2015).
  • "Parallel Import Remedies: Russia and Kazakhstan" ("Corporate Lawyer" №5, 2015).
  • «Corporate Agreement: Reload» («Corporate Lawyer», №1 2015).
  • «Shareholders Consider Appointing Several Directors: What Amendments Need to Be Made in the Charter and the USRLE» («Company Lawyer», №10, 2014).
  • «What the Corporate Veil Conceals.» («Corporate Lawyer», №2 2014).
  • «International Agency and Distribution Law» (chapter on Russia), 2d edition, Juris Publishing, 2013.
  • «What is New in Antimonopoly Law?» («Aktsionerniy Vestnik», № 5 (93) 2012).
  • «Pledged Shares: the Procedure for Foreclosure and Sale» («Aktsionerniy Vestnik», № 1-2 (71), No. 3 (72) 2010).
  • «Debt for Equity Swap: Is the Problem Solved?»  («Aktsionerniy Vestnik», № 5 (74) 2010).
  • «JSCs Net Assets: New Regulatory Aspects» («Mergers&Acquisitions», No. 5 (87) 2010).
  • «On-going Construction as a Charter Capital Contribution» («Commercial Real Estate», № 23 (129)).

Languages:

  • Russian
  • English
  • French

Representative Matters 

M&A and investment projects:

  • Advised VTB Capital in connection with acquisition of a stake in a Russian broadcasting company (i.e. drafted and negotiated the shareholders’ agreement and the charter, reviewed and negotiated the pledge of shares agreement and other transaction documents);
  • Advised RUSNANO in connection with its investment projects (i.e. supervised, the due diligence drafted and negotiated investment, shareholders’ agreements, various pledge agreements);
  • Advised Baring Vostok in connection with acquisition of shares of a Russian bank (i.e. drafted and negotiated the shares’ sale and purchase and shares’ pledge agreements);
  • Advised Trinity Development Group in connection with its joint venture with a Russian construction holding (drafted and negotiated shareholders’, pledge and loan agreements and guarantees); 
  • Advised Mint Capital in connection with the sale of participatory interests in a Russian LLC (i.e. reviewed and negotiated the sale and purchase agreement).

Finance and banking:

  • Advised Czech Export Bank in connection with granting EUR 141 million facility to a Russian manufacturer (i.e. drafted and negotiated mortgage and pledge agreements);
  • Advised Darby Private Equity in connection with mezzanine financing of a Russian manufacturer (i.e. supervised the due diligence, drafted and negotiated pledge agreements);
  • Advised GE Money Bank in connection with assignments of the rights of claim under consumer loan agreements (i.e. prepared legal opinions). 

Regulatory and commercial: 

  • Advised Abbott Nutrition (Russia) in connection with its business operations in Russia (i.e. worked out model distribution, marketing services and other agreements);
  • Advised Columbia Sportswear on regulatory compliance in connection with import of its products in Russia;
  • Advised an international provider of design, production and support of  innovative solutions services in aerospace on anticorruption compliance under Russian law;
  • Advised a Russian subsidiary of BioMarin in connection with clinical trials and interaction with healthcare professionals in Russia.

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The International Comparative Legal Guide series - Franchise 2017: Russia

GRATA International Moscow office contributed to the International Comparative Legal Guide series - Franchise 2017 with the chapter on Russia. 

Subsidies for the Residents of Tourism and Recreation Special Economic Zones in Russia

The Decree of the Government of the Russian Federation No. 46 dated 25 May 2016, approved the Rules for Providing Subsidies from the Federal Budget to the Residents of Tourism-Recreational Special Economic Zones, Which are Combined by the Decision of the Government of the Russian Federation into a Cluster, for Reimbursement of a Part of the Costs of Interest for Loans to Finance Construction of Capital Facilities, as well as to Purchase Equipment.

Business Implications of Russian Sanctions Against Turkey

Sanctions comprise a number of special economic and administrative measures against the Republic of Turkey. The sanctions were imposed by Decree No. 583 signed the President of the Russian Federation (“the RF President“) on 28 November 2015 in connection with the events that took place near the border between Syria and Turkey and detailed in the decisions of the Government of the Russian Federation (“the RF Government“) in accordance with this Decree.

Common market of medical devices of the Eurasian Economic Union: Decisions of the Council of the Eurasian Economic Commission

On 17 May 2016, on the official website of the Eurasian Economic Union (EAEU) a number of decisions of the Council of the Eurasian Economic Commission (EEC) were published, which had been adopted in order to ensure the functioning of the common market of medical devices in accordance with the EAEU Treaty and the Agreement on the Uniform Principles and Rules for the Treatment of Medical Devices (medical devices and medical equipment) within the Eurasian Economic Union dated 23 December 2014, namely:

Russian sanctions against Turkey: the list of exempted employers amended

The Decision of the Government of the Russian Federation No. 396 dated 6 May 2016 introduced amendments to the Decision of the Government No. 1458 approving the list of employers and customers of works (services) in Russia that are exempt from the ban to engage citizens of the Republic of Turkey who were not in employment and(or) civil-legal relationships with such employers and customers as of 31 December 2015. The new lists of employers and customers are effective from 24 May 2016.

Provision of the information on foreign financing by mass media in Russia

The Rules for Provision of Information On the Receipt by the Mass Media Office, Broadcaster or Publisher of Funds from a Foreign State, International Organisation, or Foreign Organisation

Simplified Procedure for Granting Russian Citizenship to Foreign Businessmen, Investors and Specialists

The Federal Law No. 124-FZ dated 1 May 2016 introduced amendments to the Federal Law 'On Citizenship of the Russian Federation' which specify the criteria for granting citizenship of the Russian Federation to the foreign businessmen, investors and specialists in the simplified procedure.

The International Comparative Legal Guide to Data Protection 2016 Edition: Russia

This article appeared in the 2016 edition of The International Comparative Legal Guide to: Data Protection published by Global Legal Group Ltd, London: www.iclg.co.uk.

International congress on “Key issues of interaction between government and business in pharmaceutical sector” in Moscow, Russia

3rd Special Business Event "Eurasian Economic Integration: Developing Domestic Markets" on March 24, 2016

Changes in the migration laws and regulation of foreign citizens’ employment in the Russian Federation

By the end of 2015, some significant changes in the migration legislation and regulation of foreign citizens’ employment in Russia were adopted, most of which came into force this year.

Subsidies to the industrial clusters members in the implementation of joint projects on production of products for the purposes of import substitution in Russia

The rules for provision of subsidies from the federal budget to members of industrial clusters for reimbursement of costs in the implementation of joint projects on production of industrial products of the clusters for the purpose of import substitution were approved by the Resolution of the Government of the Russian Federation No. 41 dated 28 January 2016. The subsidy is granted to the joint project initiators subject to the following conditions: 1) the industrial cluster is included in the Register of Industrial Clusters; 2) the joint project is included in the register of joint projects of industrial cluster members on the basis of the selection of the joint projects of the industrial cluster members.

M&A in Russia: Frequently Asked Questions

The overview by GRATA International's Corporate and Commercial Law Department in Russia

Changes in the Conditions for Admission of Foreign Goods to the Procurement for State and Municipal Needs in Russia

The Order of the Ministry for Economic Development of the Russian Federation, dated 13 November 2015, No. 847 significantly amended the Order of the Ministry of Economic Development of the Russian Federation, dated 25 March 2014, No. 155

Restrictions on the participation of foreign persons in Russian mass media and informing on the financing sources

On 1 January 2016 the amendments to the Law of the Russian Federation No. 2124-1 dated 27 December 1991, 'On Mass Media' (the 'Media Law') introduced by the Federal Law No. 305-FZ dated 14 October 2014 entered into force, tightening the restrictions on the participation of foreign states and individuals, Russian legal entities with foreign investments, international organisations, as well as individuals with dual citizenship and stateless persons in the ownership, management and control of Russian mass media (the 'Media') and broadcasting organisations (legal entities).

Model charter of LLCs in Russia

On 29 December 2015 the Federal Law No. 209-FZ dated 29 June 2015 'On the Introduction of Amendments to Certain Legislative Acts of the Russian Federation Regarding the Introduction of the Possibility of Using by Legal Entities of Model Charters' (hereinafter - the 'Law No. 209-FZ') came into force which entitles limited liability companies (LLCs) to act on the basis of a model charter approved by the competent state authority by the decision made by the general meeting of participants (founders) of the LLC.

Restrictions on the Participation of Foreign Capital in Russian Banks

The Federal Law dated 14 December 2015 No. 372-FZ introduced amendments to the Federal Law No. 395-1 dated 2 December 1990 'On Banks and Banking Activities' establishing the new restrictions on participation of foreign (non-Russian) capital in the charter capital of Russian banks.

Russian sanctions against Turkey: extension of the range of entities, list of works (services) banned for performance (rendering) from 1 January 2016 and the list of exempted employers

The Decree of the President of the Russian Federation No. 669 dated 28 December 2015 has amended the Decree of the President of Russia dated 28 November 2015 No. 583 'On Measures to Ensure State Security and Protection of Russian Citizens from Criminal and Other Unlawful Actions and on Application of Special Economic Measures in relation to the Republic of Turkey'.

Rules and Procedure for the Issue of Certificates of Origin for Medicines for the Purposes of Procurement for State and Municipal Needs

We would like to draw your attention to some important legal changes in the regulation of state procurement in the Russian Federation.

Restrictions on the Admission of Foreign Medicines for the Purposes of Procurement for State and Municipal Needs

Keeping GRATA’s practice of informing clients on important legal developments that might influence their business, we would like to draw your attention to some important legal changes in the regulation of state procurement in the Russian Federation.

Russian sanctions against Turkey

On 28 November 2015 the President of the Russian Federation signed the Decree No. 583 which provides for the list of special economic and administrative measures against the Republic of Turkey (hereinafter - 'Turkey') in connection with the events that took place on 24 November during the anti-terrorist operations in Syria.

Yandex vs. Google Antitrust law case in Russia: recent developments

On 20 February 2015 the Federal Antimonopoly Service of the Russian Federation (FAS) opened a case with respect to Google Inc. (1600 Amphitheatre Parkway, Mountain View, CA 94093 USA), Google Ireland Limited (Gordon House, Barrow Street, Dublin 4, Ireland), and ООО Google (Russia) upon an application of OOO Yandex.

Advertising of medicines, medical devices and biologically active supplements in russia: law and practice

General and specific requirements to the content and methods of advertising of medicines, medical devices, medical services, as well as biologically active supplements (BAS) are established by the Federal Law No. 38-FZ dated 13 March 2006 'On Advertising' (the "Advertising Law").

Yana Dianova took part in the «Personal Data Protection international» conference

The Director of corporate and commercial law department in GRATA International’s Moscow Office, Yana Dianova took part in the «Personal Data Protection international» conference.


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Director of Corporate and Commercial Law Department, GRATA International (Moscow)

Moscow