History

14 years
of innovative
practice

A unified ecosystem of solutions

The LECAP ecosystem is the only advisor in the market combining legal expertise, highly professional investor relations work and proprietary infrastructure solutions in the securities market. Our ecosystem makes it possible to implement complex financial products on a turnkey basis, using all elements of the infrastructure

In 2014, the LCPIS bondholders’ representative joined the LECAP ecosystem, meeting the debt market’s need for effective interaction between issuers and investors. In 2022, the asset management company of SFO FOCUS Management joined the ecosystem, making it possible to offer clients a ready-made infrastructure for the fastest possible implementation of financial transactions.

How traditional legal practice evolved into an ecosystem of product solutions for business

Founding of LECAP

The law firm LECAP was founded by Mikhail Malinovsky and partners -- a new player emerged on the Russian financial market, focused on innovative legal and financial solutions.

First placement of Russian bonds by the International Finance Corporation (IFC)

LECAP provided legal support for the first placement in Russia of series 01-06 bonds issued by the International Finance Corporation (IFC) with floating yield (NES/S&P RUS Inflation Index).

Transition of Bashneft ANK to a single class of shares

LECAP supported the transition of PAO ANK Bashneft to a single class of shares, simplifying the corporate governance structure and market operations.

Structured bond programs of leading Russian and international banking groups

LECAP supported the registration and placement of structured bond programs of leading banking groups, including: the debut and subsequent structured coupon bond programs of VTB Capital Finance totaling up to RUB 157 billion, floating-yield bond programs of ING BANK (EURASIA) ZAO, the debut Russian bond program of OOO Volkswagen Bank RUS, and the exchange-traded structured bond program of ZAO UniCredit Bank.

Founding of LCPIS

The establishment of the bondholders’ representative LCPIS, which later became the largest BHR in the market, expanded the capabilities for providing specialized financial and legal services.

The first-ever restructuring with a settlement in lieu

The skilled work of the LECAP team and the implementation of the settlement-in-lieu mechanism within the restructuring of PAO Mechel bonds series 13-14 enabled the company to avoid a cross-default under other issues and trading restrictions imposed by the exchange. “Restructuring of the Year” — “Mechel, 13,” Cbonds Awards 2015.

The first restructuring with novation and the first restructuring without default

The coordinated work of the LECAP team within the restructuring of PAO Mechel bonds series 17-19 delivered an innovative solution in the debt financing market and enabled the company to avoid default, which was resolved by executing a novation agreement.

The first-ever restructuring with tripartite novation

LECAP supported the restructuring of PAO GEOTEK Seismorazvedka bond series 01, within which, for the first time in Russian market practice, guarantee provisions were incorporated into the terms of an already registered issue. “Restructuring of the Year,” Cbonds Awards 2016.

Returning bonds to circulation

LECAP advised OAO Tele2 - Saint Petersburg on a unique project to return bonds of series 04 and 05 to circulation. For the first time in Russian market practice, the previously established coupon rates on bonds bought back in full by the issuer were amended, enabling the issuer to resell the bonds of those series to investors in full.

Structured bonds with foreign collateral

LECAP supported a number of structured bond placement projects for major corporate clients, including those using foreign collateral mechanisms, and also advised on obtaining a targeted rating.

The first IPO with the possibility of purchasing shares from foreign accounts

LECAP acted as legal counsel in connection with the IPO of PAO GLOBALTRAK MENEDZHMENT on the Moscow Exchange for a total amount of RUB 3.5 billion.

The first securitization of rights under a long-term contract using a Russian SFO as issuer

The LECAP team structured and provided full legal support for the securitization of receivables under a long-term services agreement entered into by OOO TMH-Service (originator). This transaction became the first example of Russian securitization (using a Russian SFO as issuer) where the underlying asset consisted of receivables under a single contract.

The first parallel placement of Russian corporate bonds in two jurisdictions

LECAP supported the debut placement of Russian bonds issued by OOO KTJ Finance (the SPV company of Kazakhstan's JSC NC KTZ), opening the Russian market as a new platform for raising debt capital for issuers from the CIS region. This is the first transaction involving the parallel placement of Russian corporate bonds in two jurisdictions; previously, such transactions were executed only in relation to shares. “Best foreign issuer transaction” — Cbonds Awards 2017.

The first securitization of a distressed debt portfolio

LECAP supported a transaction involving the securitization of a portfolio of monetary claims under various types of loans (consumer loans, auto loans, mortgages, etc.), including overdue loans, addressing the growing need for innovative solutions in distressed asset management.

Participation in drafting the law on structured bonds

LECAP participated in developing the legal framework for structured bonds, including drafting the structured bonds law itself and agreeing on new approaches aimed at simplifying and accelerating the issuance of structured bonds.

The first placement by a private Belarusian company on the Russian market

LECAP supported OOO Eurotorg (Belarus) during the preparation and placement of its debut bond issue. The transaction was structured using a Russian SPV and is the first placement by a private Belarusian company on the Russian market. “Debut of the Year,” Cbonds Awards 2019.

The first structured bond issues under Russian law

LECAP was the first in the market to test the new legislative approach to structuring debt instruments and structured the first Russian structured bond issues for BCS, VTB Group and Sberbank in various currencies, including: the first FTD structured bonds in Russia, with payments linked to the credit risk of the largest Russian corporations; the first autocallable structured bonds, whose underlying assets were shares and depositary receipts of the largest Russian issuers; and the first structured bonds without capital protection.

The first securitization of a consumer loan portfolio under Russian law

LECAP supported the securitization of VTB’s consumer loan portfolio — for VTB, this was the first consumer loan securitization transaction and the first such transaction in the country structured entirely under Russian law. “Most retail primary placement transaction,” Cbonds Awards 2021.

Parallel listing of Softline on the London Stock Exchange and the Moscow Exchange

The LECAP team acted as Softline’s Russian law legal counsel in connection with its IPO on the London Stock Exchange and the Moscow Exchange. “Best foreign market placement,” PREQVECA IPO Awards 2022.

IPO of PAO Segezha Group on the Moscow Exchange

The IPO of PAO Segezha Group, a leading Russian timber and wood-processing holding, on the Moscow Exchange in the amount of RUB 30 billion. “Best domestic market placement,” PREQVECA IPO Awards 2022.

The first direct listing on the Moscow Exchange

LECAP supported the direct listing of PAO Group Positive shares on the Moscow Exchange. It was possible to obtain a listing despite one of the companies within the Positive Group being included on the U.S. Treasury’s SDN list. We later advised the company in connection with an SPO.

The first direct bond placement by a foreign issuer

LECAP supported the debut placement of bonds issued by JSC NC Prodcorporation (Kazakhstan) on the Russian market. This is the first “direct” placement by a Kazakh corporate issuer on the Russian market; previously, such transactions were carried out through placements of bonds issued by Russian SPVs with collateral.

Founding of FOCUS Management AMC

FOCUS Management joined the LECAP ecosystem, strengthening capabilities in asset management and financial advisory.

Eurobonds: amendments to terms, payments, replacement bonds

In 2022-2024, LECAP provided services to investors under 40+ eurobond issues of more than 10 issuers, including amendments to the terms of existing eurobond issues, support for the placement of replacement bonds in connection with restrictive measures and sanctions against issuers, and development of mechanisms for receiving payments in favor of eurobond holders through Russian infrastructure.

VK redomiciliation and the first registration of dual-class shares

Registration of CIAN’s Russian ADR prospectus following delisting from the NYSE

LECAP acted as legal counsel on the registration of CIAN’s “Russian” ADR prospectus to preserve the listing on the Moscow Exchange following delisting from the NYSE. We also advised a number of other issuers on delisting from foreign exchanges and primary listing in Russia.

Termination of MTS’s foreign depositary receipt program

LECAP advised MTS on the termination of its foreign depositary receipt program and the organization of their conversion into shares. We also advised a number of other issuers on terminating depositary receipt programs, transferring shares for trading in Russia, and developing payment receipt mechanisms.

Private placement of shares to retail investors

OVK Group conducted a large-scale private placement of shares to retail investors, navigating high volatility and speculative demand with legal support from LECAP.

The first lock-up agreement under Russian law

As part of supporting CarMoney's DPO, the LECAP team helped develop and implement a unique transaction structure: the sale of shares under a direct listing model followed by the contribution of the proceeds to the capital of PAO STG (cash-in). LECAP also prepared and negotiated with the Moscow Exchange the first lock-up agreement under Russian law in history.

An innovative structure for the redemption of non-structured bonds

Thanks to the LECAP team, PPK REO implemented a new legal structure that, for the first time in Russian practice, makes it possible to redeem non-structured bonds by delivery of assets.

Participation in half of all IPOs and SPOs in the Russian market, including the IPOs of Sovcombank and MTS Bank, VTB's SPO, and the IPO of Diasoft

In working on the projects, the LECAP team provides comprehensive legal support for the company's share issuance, including issuance documentation, legal documentation (lock-up deeds, brokerage agreements and others), support for KYC procedures and disclosure procedures, preparation of internal policies and regulations to comply with listing criteria, as well as guidelines for media publications and coordination with analysts.
PAO Sovcombank — "IPO of the Year," Russia IPO Awards 2024.
PAO MTS Bank — "IPO of the Year," Russia IPO Awards 2025.

Promomed's IPO amid high volatility

LECAP acted as legal counsel to PAO PROMOMED in connection with its IPO amid extreme market volatility and significant retail investor interest in the preferential rights. We prepared the company for the IPO over three years, built its corporate structure, corporate governance and positioning, participated in preparing the financial model, and supported the IPO at all stages. The use of innovative approaches made it possible to achieve the highest valuation for the company in the transaction.

Participation in developing the Moscow Exchange's IPO standards list

LECAP participated in the development of the first-ever set of IPO standards for the Russian market, prepared jointly with the Moscow Exchange. In addition, we submitted a number of proposals to the Moscow Exchange and the Bank of Russia regarding improvements to the legal regulation of allocation, disclosure, incentive programs for the issuer's management, lock-up documentation, and pre-IPO financing.

The first actively managed index bonds

The LECAP team prepared the documentation for the registration of the first actively managed index bonds, making it possible to introduce a new asset class to the Russian market.

Pre-IPO financing transactions, LECAP's accreditation by the Moscow Exchange as a valuation validator for the placement of shares of Russian companies on MOEX Start

The LECAP team provided comprehensive support to the Moscow Venture Fund for a number of transactions in which both JSCs and LLCs acted as borrowers raising funds for the purposes of a pre-IPO financing round.

Development of the convertible bonds market

LECAP participated in the development of the current regulation of balance-sheet convertible bonds. We also structure and support convertible instruments in a number of pre-IPO projects; in 2025, the first placement of off-balance-sheet bonds of this class was carried out for a broad audience of investors.

The first structured bonds in Russian practice linked to growth in the company's equity value

LECAP fully structured and supported the placement of a structured bond issue used as a full-fledged corporate financing mechanism with scenario-based variability depending on market dynamics.

Large M&A transactions involving public companies and companies planning to go public

We support major M&A transactions involving public companies — for example, we acted as legal counsel in the transaction for PAO PSB Bank to acquire an equity stake in PAO STG (the CarMoney fintech service). In addition, we regularly support M&A transactions involving companies planning to go public.

One of the largest restructurings in Russian and global practice

LECAP acted as restructuring agent and transaction counsel in respect of the Commercial Real Estate of FPK Garant-Invest series 002R-06 and 002R-10, the terms of which provided for investor participation in the company's value growth. For the first time in the history of the Russian market, shares were offered to investors to implement the equity upside concept without writing off the principal debt, which distinguishes the transaction from traditional Western practices; a remote investor voting system at the meeting of bondholders was also implemented.

Recognition in the industry

Client feedback and recognition in professional rankings

One client notes LECAP's experience in capital markets, saying that "they are capable of offering unconventional solutions and ideas, and the team is truly results-oriented and attentive to the client."

— Chambers Europe 2021: Capital Markets

LECAP has extensive experience in corporate law and corporate governance and is particularly strong in preparing corporate documentation. Corporate restructuring is one of the key areas of the practice.

— The Legal 500 2021:
Corporate, Commercial and M&A

The team enjoys a strong reputation in the debt capital market — clients note its "significant experience and deep expertise."

— The Legal 500 2021: Capital Markets

— Chambers Europe 2021: Capital Markets

— The Legal 500 2021:
Corporate, Commercial and M&A

The team enjoys a strong reputation in the debt capital market — clients note its "significant experience and deep expertise."

— The Legal 500 2021: Capital Markets

— Chambers Europe 2021: Capital Markets

— The Legal 500 2021:
Corporate, Commercial and M&A

The team enjoys a strong reputation in the debt capital market — clients note its "significant experience and deep expertise."

— The Legal 500 2021: Capital Markets

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