Yulia A. Solomakhina’s practice focuses on corporate and financial transactions, particularly mergers and acquisitions, joint ventures and strategic alliances, and capital markets.

Yulia acts for a number of leading corporates and prominent financial institutions, and has deep expertise in sophisticated, transformational M&A deals.

She offers board-level strategic advice in addition to her transactional counsel and possesses broad experience in the capital markets field as well as regulatory (including antitrust and foreign strategic investments law), privacy and data protection matters.

Yulia is a two-time winner of the M&A Award (Client Choice Awards, Russia, 2022 and 2018), and she was also recognized as a “Rising Star” in Corporate by Euromoney’s Women in Business Law Awards.

Yulia has been named 2021 Capital Markets “Lawyer of the Year” by Best Lawyers at the top of a class of 57 ranked lawyers (recognition was based entirely on peer review). She routinely advises issuers, underwriters and selling shareholders across the full range of equity transactions, and is the only woman partner ranked individually in Band 1 in the Russian capital markets by Legal 500.

Yulia joined the firm as an associate in 2002 after working as a stagiaire at Cleary from 2000 to 2001, and became a partner in 2011.

Notable Experiences

M&A and Joint Ventures counsel to:

  • Lenta, a leading food retail chain, in the $270 million acquisition of an online food retailer to create a leading e-grocery platform

  • Cherkizovo, an integrated diversified meat producer, in the acquisition from its JV partner of a 50% stake in the joint venture business

  • Cherkizovo in the acquisition of a major local turkey producer  

  • MegaFon, a top-three telecommunications and tech company, in a number of transformative M&A and JV deals across the TMT sector, including:

    • in a joint venture with a PE firm to create the major independent federal player in the tower infrastructure market (valued at over $1.3 billion)
    • in a payment and financial services joint ventures, including with Ant Group, the parent company of China’s largest digital payment platform Alipay
    • in the $2 billion AliExpress joint venture to create a new market leader in social commerce
    • in its $282 million acquisition of 49.9% interest in the joint venture to construct and operate a major office building
  • MTS, a top-three telecommunications provider, and the audit committee of its board of directors, in the acquisition of a 70% interest in an established securities market and asset management player

  • A pioneering CIS shared-mobility company in the acquisition of a $75 million minority stake in its share capital by a major PE player  

  • Lenta in its re-domiciliation and related corporate and securities law matters

  • Barilla, one of the leading global producers of pasta and bakery products, in its establishment of a joint venture with a sovereign wealth fund 

  • The founder of the major retail chain Magnit in the $2.45 billion sale of his 29.1% stake in the chain to a top-two regional bank 

  • A diamond company in its diversification program, including its $1.1 billion purchase of two energy companies

  • SAB Miller in its strategic alliance with Anadolu Efes valued at approximately $1.9 billion 

  • MTS in multiple matters, including:

    • in its $340 million acquisition from the company’s majority shareholder of 100% in a tech company which owns 29.04% of a major telecom operator
    • in its $1.3 billion acquisition of a 51% stake in a leading fixed-line telecommunications company
    • in the $264 million acquisition of a billing system developer
  • TPG on the $599 million exit sale of its remaining 34% holding in Lenta and further advising the company on the resulting $640 million mandatory tender offer  

  • A major logistics and transportation company in the sale of its 25.1% stake in an intermodal container operator 

  • Kazakhtelecom in its $446 million acquisition of a 75% stake in Kcell, the largest provider of mobile telecommunications services in Kazakhstan, from Telia Company AB and Turkcell İletişim Hizmetleri A.Ş. (Asian M&A Telecom Deal of the Year 2019 by TMT Finance)

  • A leading provider of telecommunication services in the absorption merger with its controlling shareholder, and in the establishment of a number of telecom/media JVs

  • A consumer electronics retail chain in the combination of assets and establishment of a joint venture with another consumer electronics retailer 

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Capital Markets counsel to:

  • Segezha, a major pulp and paper producer, in its IPO with a total market cap valuation of $1.7 billion

  • The underwriters in the IPO of SPB Exchange, listed on its own platform 

  • Lenta in its $972 million IPO and dual listing on the LSE and the local exchange, an all-secondary offering by the shareholders conducted under Reg S/Rule 144A, the largest public offering ever by a BVI company

  • A diamond company in its $1.3 billion IPO and one of the largest listings ever on the local exchange  

  • MegaFon in its $1.7 billion IPO on the London Stock Exchange and the local exchange 

  • A major digital player in its $912 million Reg S/Rule 144A IPO on the London Stock Exchange and secondary listing on the local exchange  

  • The underwriters in the $314 million IPO of Chelyabinsk Zinc Plant, listed in London and Moscow 

  • The underwriters in the $346 million IPO of CTC Media, listed on NASDAQ 

  • The underwriters in the $334 million IPO of Mechel, listed on the NYSE 

  • The underwriters in the $238 million IPO of Wimm-Bill-Dann, listed on the NYSE 

  • The underwriters in the $354 million IPO of MTS, listed on the NYSE 

  • A rail company in relation to various debt issuances:

    • in a debut public offering of app. $350 million aggregate principal amount of 6.598 per cent. social LPNs due 2028, the first-ever international social bond from Russia
    • in a CHF 200 million offering of green perpetual LPNs to be consolidated with CHF 250 million green perpetual LPNs issued in March 2021
    • in several notes offerings including its 2019 $30 million Eurobond offering listed on Euronext Dublin and a CHF 500 million dual-tranche senior LPNs offering on the SIX Swiss Exchange (reportedly, both tranches set a record for the lowest coupons ever among Eurobonds – whether denominated in CHF or other currencies – issued by corporate issuers from Russia and CIS)
  • Etalon Group, a real estate developer, in its Reg S/Rule 144A secondary public offering of ordinary shares, including in the form of global depositary receipts (GDRs) listed on the LSE and a local exchange 

  • An intermodal container operator in connection with the termination of its GDR programme with The Bank of New York Mellon and the subsequent delisting from the LSE and the local exchange

  • UBS as dealer manager in a voluntary tender offer for shares of TMK, a leading global manufacturer and supplier of steel pipes 

  • MTS in the repurchase of outstanding shares and American Depositary Receipts of the company by its wholly-owned subsidiary, by means of a share repurchase plan in the total aggregate amount of up to $200 million 

  • A specialized rail freight company in its proposed Reg S/Rule 144A $300 million IPO

  • Lenta in the establishment of its program to repurchase up to $172 million of the company’s GDRs on the LSE

  • UBS Group AG in the buyback and delisting of a major mobile operator from the LSE and the local exchange

  • Magnit in multiple matters:

    • $750 million Reg S/Rule 144A accelerated bookbuilt offering of shares
    • $350 million Reg S/Rule 144A rights offering and accelerated bookbuilt placement of ordinary shares
    • establishment of its program for the repurchase of up to approximately $330 million worth of the company’s shares
  • An integrated energy company in establishing its $10 billion Reg S/144A MTN program, and in its debut $1.5 billion Reg S/Rule 144A, its Reg S €750 million and its Reg S/Rule 144A $1.5 billion issuances thereunder

  • A leading independent energy company in its $500 million Reg S/Rule 144A Eurobond offering on the Irish Stock Exchange

  • An energy company in its ₽14 billion Reg S/Rule 144A Eurobond offering and in its $1 billion Reg S/Rule 144A Eurobond offering 

  • A diamond company in its $1 billion Eurobond offering listed on the Irish Stock Exchange, as well as in establishing its $300 million ECP Program and $505 million of issuances thereunder, listed on the Irish Stock Exchange

  • A leading power generating company, as underwriters counsel, in its $200 million Eurobond, ADR program and reorganizations 

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Other Experience, counsel to:

  • Magnit in connection with the merger control clearance related to its $1.18 billion acquisition of another major retail chain, DIXY 

  • The Walt Disney Company and 21st Century Fox (21CF) in connection with the merger control clearance related to Disney’s $52.4 billion acquisition of 21CF

  • Whirlpool Corp., a leading home appliance manufacturer, in connection with the merger control clearance related to the sale of its Embraco refrigeration compressors business to Nidec Corp., a leading comprehensive motor manufacturer for a range of applications worldwide

  • IBM in connection with the merger control clearance related to its $34 billion acquisition of RedHat, an open-source, enterprise software maker

  • Loxam on the antitrust aspects of its €970 million cash offer for the entire share capital of Ramirent 

  • Several telecom players in relation to the analysis of applicability of GDPR requirements to a number of telecom operations and compliance measures to be taken 

  • A major European food producer in the IP infringement dispute launched by its major regional competitor and in the settlement of this dispute 

  • A major European luxury goods group in their restructuring of the business, including with respect to franchise and lease agreements

  • International corporations with respect to information and document requests of the antitrust regulator in the context of antitrust investigations and/or internal investigations of their local subsidiaries 

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Publications

A Global Overview of Sustainability Disclosure Rules for the Asset Management Industry,” Cleary Gottlieb Alert Memo, January 18, 2022 (co-author)

The 2021 Amendments to Capital Markets Regulations of the Russian Federation,” Cleary Gottlieb Alert Memo, December 6, 2021 (co-author)

Russia chapter, “The Technology M&A Review - Edition 2,” November 2021, (co-author: Andrey Lipin)

Global Financial Collateral: A Guide to Security Interests in Securities, Securities Accounts, and Deposit Accounts in International Transactions,” August 30, 2021 (co-author) 

Global Crisis Management Handbook, Third Edition,” March 9, 2021 (co-author)

Russia chapter, “The Technology M&A Review - Edition 1,” January 2021, (co-author: Andrey Lipin)

Amendments to the Russian Arbitrazh Procedure Code on Sanctions-Related Disputes,” Cleary Gottlieb Alert Memo, June 29, 2020 (co-author)

Russian Government Adopts Regulations on Rent Deferrals for Tenants in Light of Coronavirus Pandemic,” Cleary Gottlieb Alert Memo, April 9, 2020 (co-author)

Russia - Amendments to the Bankruptcy Law Following the COVID-19 Outbreak,” Cleary Gottlieb Alert Memo, April 2, 2020 (co-author)

Return of the MAC? – Protecting Buyers During a Pandemic,” Cleary Gottlieb Alert Memo, March 30, 2020 (co-author)

Russia—Cross Border Banking and Finance Guide,” LexisNexis, March 2020 (co-author) (subscription required)

From Russia, With Law,” Best Lawyers, February 19, 2020

The Global Crisis Management Handbook, Second Edition

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, September 2019 (co-author).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 25, 2018 (co-author).

Russia—Cross Border Banking and Finance Guide,” LexisNexis, November 2017, (co-authors: Polina Lyadnova, Ekaterina Abrossimova, Irina Malinichkina and Marta Grigorieva).

Russia chapter, The Mergers & Acquisitions Review, 11th Edition, October 2017, (co-authors: Scott Senecal and Ekaterina Abrossimova).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 17, 2017 (co-author).

Russia chapter, Directors’ Liability and Indemnification (Global Guide, Third Edition), Globe Law and Business, July 2016 (co-authors: Murat Akuyev and Ekaterina Dorokhova).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, February 4, 2016 (co-author).

“How to Become a Public Company,” Moscow Exchange, February 2015

The Mergers and Acquisitions Review, Law Business Research, 9th Ed. (co-author).

Events