HOSPITALITY AND LEISURE IN RUSSIA and CIS A team that will deliver more
The DLA Piper’s Russian Hospitality & Leisure team works with the majority of international operators and many owners of internationally branded hotels in Russia and the CIS. We help you overcome the many unique challenges you will face with your hotel project across all areas of law. Partner Scott Antel, who heads our Russian/CIS Hospitality Practice was awarded the 2012 Leadership Award at the Russian Hotel Investment Forum for contribution to the hotel industry.
Combining legal expertise, sector experience and knowledge of the Russian market “street” realities, we offer pragmatic solution. Our team advises Russian owner/developer clients on how the international hotel management structure works, what are best practice and key points to focus on in negotiations. From working with both owners and operators, we know the key commercial points of concern, as well as the negotiating boundaries both parties may usually allow. We can save you time and money by focusing on the key elements in negotiations. We have built a reputation for getting deals done timely and efficiently.
In addition to advising on legal aspects of hotel management, our team is also active in such areas of hospitality and leisure as advising on legal aspects of design and management of golf courses, ski resorts, spa and restaurants, and on large-scale event/catering contracts. We also have represented both buyers and sellers on numerous hotel acquisitions and have structured and represented parties to multiple hotel development joint venture agreements.
02 | Hospitality and Leisure in Russia and CIS Our global presence
With more than 200 lawyers throughout our worldwide offices, DLA Piper’s global Hospitality & Leisure group advises owners, managers, franchisors, developers and lenders with respect to hotels and other hospitality and leisure businesses around the world.
We offer the extraordinary breadth and depth of our core practice groups, including Corporate, Employment, Finance, Franchise and Distribution, Intellectual Property and Technology, Litigation and Regulatory, Pensions and Benefits, Real Estate and Restructuring, to serve the needs of our clients in the sector. Our industry focus and experience enable us to deliver a “best-practice” service to our clients in connection with their local and international hotel investments and operations. The skills, resources and attitudes you need, when and where you need them: we can help you achieve more.
03 | Hospitality and Leisure in Russia and CIS Areas of Expertise Areas of business BRANDS
■■ Management, franchising and lease ■■ Hotels, including condominium Our experience includes agreements hotels, branded residences, projects (representing owners apartment hotels and shared or international hotel operators) ■■ Acquisitions and disposals of ownership schemes under the following hotel brands: hotel/leisure companies and assets ■ ■ Resorts, including mixed use, ■■ Carlson Rezidor Hotel Group ■■ Corporate and commercial leisure, timeshare, interval (Radisson, Park Inn, Park Plaza) ■■ Employment ownership, private residence ■■ Intercontinental Hotels Group clubs and country clubs ■■ Financing and funds (Intercontinental, Crowne Plaza, ■■ Serviced apartments Holiday Inn, Staybridge Suites, ■■ Health, safety and environment ■■ Leisure operations, including health Hotel Indigo) ■■ Intellectual property and and fitness facilities, spas, gyms, ■■ Marriott Hotels and Resorts technology leisure complexes, golf courses, (The Ritz-Carlton, JW Marriott, ski resorts, Olympic facilities, ■■ Licensing Renaissance, Courtyard) amusement parks, cinemas, ■■ Accor (Sofitel, Novotel) ■■ Litigation and regulatory marinas, pubs, nightclubs, casinos ■■ Starwood Hotels Group ■ and gambling establishments ■ Operational legal matters (W Hotels, Sheraton, ■■ Large event and catering contracts ■■ Legal issues of loyalty programmes Le Meridien, the Luxury Collection, for sports, music and theatre Four Points by Sheraton) ■■ Planning and construction events ■■ Fairmont Raffles Hotels ■■ Public affairs and lobbying International (Fairmont, Raffles, ■■ Real estate (including development) Swissôtel) ■■ Hilton Hotels Group (Hilton, ■■ Sponsorship arrangements for events Hilton Garden Inn, DoubleTree by Hilton) ■■ Tax structuring and litigation
04 | Hospitality and Leisure in Russia and CIS ■■ Morgans Hotel Group (Delano, SOME EXAMPLES OF Multi-development hotel deals Mondrian) OUR WORK ■■ Representing the owner in ■■ Capella Hotel Group (Capella Acquisitions and disposals of the negotiation of a strategic Hotels, Solis Hotels, Auriga – hotel/leisure companies and development agreement for Spa Brand) assets construction of 20 regional ■■ Extreme Hotels (Extreme) city hotels, the first multiple ■■ Advising the buyer of one of development of its kind in Russia. ■■ Azimut (Azimut) Russia’s oldest and most prestigious ■ ■■ Millennium Hotels & Resorts hotels: the Grand Hotel Europe ■ Negotiating the commercial (Millennium) St Petersburg – one of the terms and structuring project for a suite of ‘trophy’ luxury ■■ Jumeirah (Jumeirah Hotels & most significant Russian hotel hotels and branded residential Resorts) transactions in recent times. properties in Moscow and ■■ Assisting Regional Hotel Chain St Petersburg. Our experience includes (VIYM group) in acquisition of representing the following Marriott Paveletskaya Moscow. ■■ Representing the three of the major owners: four Sochi 2014 Olympic site ■■ Representing the Russian seller in major investors developing ■■ OAO Krasnaya Polyana the sale of two large St Petersburg hotels and branded residential ■■ Rosa Khutor hotels to foreign buyers for properties at the Krasnaya subsequent foreign branding and ■■ Renova StroyGroup Polyana alpine sites and the operation. ■■ Regional Hotel Chain Adler Main Olympic Basin sites, ■■ Advising on various legal and tax ■■ Capital Partners in Russia, comprising more than 30 hotels. due diligence projects relating Kazakhstan and Turkey ■■ Advising international hotel to potential site acquisitions ■ operator on terms of ■ numerous individual hotel or conclusion of management multi-development agreement owners/developers contracts for hotels in Russia, with a Russian developer of Ukraine, Kazakhstan, Azerbaijan 7 hotels in three to four star and Georgia. segment in the regional cities of Russia as well as negotiating a format set of management and ancillary agreements to be replicated for specific property.
05 | Hospitality and Leisure in Russia and CIS Advising owners ■■ Representing the owner of a Advising international hotel luxury beach resort (Morgans) operators in relation to various ■■ Advising owners on the type hotel in Cesme, Turkey. operational matters of property they should build, ■ recommendations on the most ■ Negotiating on behalf of ■■ Legal analysis and implementation preferable types of brands to developer with Carlson Rezidor assistance for a clustered “shared operate the property, owner Hotels Group management service” facility on behalf of a introduction to international contract terms for the large international operator. Park Inn branded hotel located hotel operators and how to ■■ Advising several international hotel in Novokuznetsk and Paulaner effectively negotiate hotel operators on optimal structure of branded restaurant. management agreement terms loyalty programmes fees flow and with operators. ■■ Advising on an international related contractual set-up. ■ investor’s bid for several prime ■ Preparing a hotel management ■■ Advising several major international Moscow landmark sites for the contract benchmark summary for hotel operators on numerous development of luxury hotel a local hotel owner to assist in operational legal matters related to properties as well as mixed understanding and negotiating fee specifics of Russian regulatory, tax use luxury hotel/condominium rates and terms with a potential and accounting issues. foreign operator. We also assisted developments. ■■ Reviewing and structuring optimal in the negotiations process and ■■ Representing operators in mixed use documentation involving drafted specific revenue and management contract negotiations an internationally branded hotel average rate performance tests for more than two dozen three complex, including branded and operator guaranty clauses. and four-star internationally condominium and residential branded business hotels in Russia. ■■ Representing the owner properties and luxury retail facilities. in connection with the Advising international hotel redevelopment of historic Employment issues operators in relation to hotel properties in Moscow and Sochi agreements ■■ Developing standard employment to be branded under the Fairmont contracts, including those for the ■■ Advising Morgans Hotel Group and the Swissôtel brands employment of foreign personnel. on the management contract as well as advising on the contract We also drafted internal labour terms and agreements for Delano terms and agreements for the policies and procedures to branded hotel to be developed in Swissôtel branded hotels in proactively defend against potential Moscow. Novosibirsk, Kazan and Odessa. adverse claims from employees. ■■ Representing developer in ■■ Representing an operator in ■■ Advising on employment issues the negotiation of a 1,000-room hotel management agreement following corporate restructurings, Expo Hotel in Moscow – the world’s negotiation for the landmark including the transfer of employees, largest Holiday Inn hotel. property in Kazan to be operated termination of various employees’ under Swissôtel brand. contracts and a step plan of action for implementation. We drafted all relevant documentation for the transfer process.
06 | Hospitality and Leisure in Russia and CIS Intellectual property and Real estate (including Leisure operations, including technology development) health and fitness facilities, spas, gyms, leisure complexes, ■■ Undertook a corporate ■■ Advising on the real estate issues golf courses, ski resorts, restructuring and IP migration and relating to three luxury hotels and Olympic sports objects, conversion project for a major branded residential complexes on amusement parks, cinemas, international operator involving prime-site Moscow properties. marinas, pubs, nightclubs, Russia and 5 other CIS countries. Tax structuring casinos and gambling ■ ■ Registering intellectual property establishments intangibles for international ■■ Advising on tax and contract terms hotel properties and migration and agreements for the developer/ ■■ Representing both franchisors of these rights to favourable tax owner of the first international and franchisees in various theme jurisdictions for tax-efficient luxury standard property restaurants in Russia. charge back to the local operating (Ritz Carlton) to be built in ■■ Advising on the legal, tax and properties. Moscow, Russia and Almaty, commercial issues relating to Kazakhstan (Ritz Carlton and ■■ Negotiating and drafting a EUR 1.5 billion luxury class numerous hotel franchising and JW Marriott). The latter project hotel and residential resort in license agreements to obtain included branded residence and Kaplanskaya (Bodrum) Turkey, patent authority registration and condo-hotel components. including five luxury resort and achieve efficient tax deductibility ■■ Drafting an improved management spa hotels and residences for the franchisee. agreement structure for several as well as branded golf and hotel owners and foreign yacht club facilities. Litigation and regulatory operators to provide tax ■■ Structuring and drafting ■■ Acting in more than three dozen efficiencies, owner deductibility documentation as well as tax, trademark, labour law, liquor and operator tax-free repatriation. negotiating four ‘Signature’ and related licensing disputes on ■■ Acting in numerous major tax golf course design contracts, behalf of various hotels, with a disputes on behalf of owners/ including separately branded success rate of more than 95%. international operators, relating hotel and residential components in Russia and ■■ Successfully defending an owner to the wholesale challenge to the and manager in a contrived deductibility of management fees. Kazakhstan. criminal investigation and ■■ Brand and trademark migration ■■ Advising on a branded luxury attempted security services structuring and implementation hotel/spa complex in Russia and takeover of a major Moscow hotel, for improving the tax efficiency of Kazakhstan. including coordination of embassy brand licensing structures. ■■ Negotiating branded spa outsource and international press influence. ■■ Day-to-day legal and tax advisory contracts for several luxury hotels. services for the majority of Moscow and St Petersburg hotels.
07 | Hospitality and Leisure in Russia and CIS About us DLA Piper is a global law firm with 4200 lawyers located in more than 30 countries throughout the Americas, Asia Pacific, Europe and the Middle East, positioning it to help companies with their legal needs anywhere in the world. We have a well-established practice in Russia with more than 100 lawyers in our offices in Moscow and St Petersburg. DLA Piper lawyers are often quoted in the press and contribute to publications covering various practice areas, including real estate and hospitality. Our hospitality team are frequent speakers at conferences held in Russia (Russia & CIS Hotel Investment Conference) as well as abroad (International Hotel Investment Forum in Berlin).
CONTACT INFORMATION
Moscow St. Petersburg Scott Antel Partner, Head of Hospitality & Leisure for Denis Sosedkin Russia & the CIS Partner T +7 (495) 221 4411 T +7 (812) 448 7200 [email protected] [email protected]
Pavel Elnikov Natalia Nikolaeva Senior Associate Senior Associate T +7 (495) 221 4410 T +7 (812) 448 7200 [email protected] [email protected]
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