Yandex’s Corporate Restructuring

Yandex NV (NASDAQ and MOEX: YNDX) – one of Europe’s largest internet companies and a leading tech business in Russia – underwent a complex restructuring of its corporate governance.

They were advised by Morgan Lewis; Debevoise & Plimpton and Kemperink Maarschalkerweerd Wouters advised the Special Committee of the Board of Directors of Yandex.

According to Debevoise & Plimpton, “The restructuring seeks to balance the interests of the company’s stakeholders, including its public shareholders, with developments in Russia’s regulatory environment, including proposed limitations on foreign ownership of businesses.”

Due to newly formed legislation in Russia, the restructuring included the creation of a new Public Interest Foundation (PIF) which will hold a “golden share” in Yandex, giving it limited and targeted governance rights with respect to sensitive aspects of the business. This will be governed by a board of directors including university and nongovernmental institution representatives in Russia and Yandex’s management team.

Debevoise’s team was led by Moscow Partner Alan Kartashkin and London Partner James Scoville.

The Kemperink Maarschalkerweerd Wouters team included Partners Guus Kemperink and Rob Wouters.