Corporate / M&A
We provide services for comprehensive support of transactions for the acquisition of a business, the sale companies’ assets (part of assets), the restructuring of groups of companies. We represent the interests of buyers, sellers, shareholders and participants, as well as investment funds.
As part of corporate business support, we form legal solutions for specific stages of the company's life cycle under certain commercial and management agreements.
We have experience in registering complex legal structures, including credit institutions, non-bank credit institutions, self-regulatory organizations, non-profit partnerships.
Due diligence
- business due diligence;
- legal due diligence of assets planned for sale;
- drafting risk map based on DD-outcomes, preparing recommendations on risk elimination;
- drafting list of representations from counter parties for a subsequent M&A transaction.
Legal support of merger and acquisition transactions (M&A)
- advisory services on the best transaction strategy considering clients’ needs;
- developing structure of a transaction, preparing a step-by-step action plan;
- tax effects valuation of a planned transaction;
- preparing full set of transaction documents (such as framework agreements, sales agreements, review and approval of draft representations and warranties);
- legal support of the transaction completion procedure;
- participating in negotiations; representing client’s interests before government bodies.
Business restructuring
- corporate group’s financial and business operations legal review;
- developing efficient corporate group structure, including international tax planning;
- drafting step-by-step restructuring plan, new corporate business structure;
- valuation of tax effects on planned restructuring;
- preparing full set of documents to support restructuring;
- carrying out activities on re-organization / restructuring of an acquired business or restructuring of a business ahead of sale
- developing related documents, support during registration.
Services at the start-up stage
- selecting form of incorporation, funding options based on project profile;
- drafting Termsheet and Memorandum of Understanding;
- developing stockholders’ agreement, shareholders’ agreement (SHA);
- drafting non-disclosure agreement (NDA);
- drafting intellectual property agreement.
Incorporation of legal entities
- developing entity’s incorporation documents,
- preparing set of incorporation documents;
- follow-up on incorporation procedures with relevant registering bodies (Federal Tax Service, Bank of Russia);
- licensing and certification of entity’s operations (if applicable);
- assistance in resolving of labour/employment and immigration related matters;
- legal entity firm name protection;
- assistance in real estate acquisition / leasing and other properties for entity’s operations (including audit of a selected property).
Accreditation of foreign representative offices (branches)
- developing set of documents required for accreditation of a representative office, including by-laws of the representative office;
- obtaining approval for representative office (branch) incorporation and operations from the Russian Chamber of Commerce and Industry;
- accreditation of representative office (branch) with Interdistrict Inspectorate №47 of the Federal Tax Service;
- registering representative office (branch) with tax authorities and extrabudgetary funds;
- personal accreditation of representative office and branch employees (for foreign nationals);
- visa support for representative office (branch) employees;
- assisting in registering foreign entities with tax authorities without setting up a branch or representative office.
Ongoing corporate support
- Assistance in carrying out of incorporation procedures related to implementing changes into the Unified National Register of Legal Entities (ЕГРЮЛ) and incorporation documents of a legal entity:
- implementing changes of name, address, CEO / Managing Director or other changes;
- registered capital increase;
- issuing securities; purchasing and re-purchasing securities,
- disclosures (quarterly reports, list of related parties, notifications on significant developments etc.);
- support of transactions involving shares of joint-stock companies / shares of limited liability companies, including support of incorporation procedures involving notary or registrar.
- Development and implementation of internal corporate governance regulations, by-laws of a legal entity on those charged with governance.
Corporate Secretary
- preparing and holding of general meetings, including those involving notary or registrar, as appropriate to applicable legislation or corporate regulations;
- preparing and holding Board of Directors meetings.
Reorganization of legal entities
- drafting of ownership and management structure of a corporate group, step-by-step transition plans to new structures;
- supporting all necessary registration and corporate procedures;
- obtaining anti-trust approval for reorganization.
Liquidation of legal entities, representative offices (branches)
- preparing a set of documents required to execute a decision on liquidation;
- direct support of liquidation procedures with a registrar;
- de-registration procedure with tax authorities and public pension/social security funds;
- closing bank accounts, stamp liquidation (if applicable).
Cases
Large-scale due diligence to resolve a multimillion debt dispute between leading Russian banks
Due diligence of an industrial high-quality coking coal production complex with reserves of more than 2.2 billion tons
Comprehensive due diligence of three debtors and support for an acquisition of one of them
Large-scale due diligence of three debtors of a bank (a research and analysis centre, a machine-building plant, and a metals plant)
Legal support for a purchase of a leading ceramic granite manufacturer in Russia
Corporate due diligence, including audit of members’ property rights to participatory interests in the company, analysis of transactions with participatory interests and corporate agreements. Transaction structuring
Legal support for a sale of a participatory interest in a Russian company to a consortium of Japanese companies
Increasing manageability and transparency of a company, comprehensive due diligence, and formation of governance bodies
Due diligence and support for an acquisition of a convention and exhibition event operator
Due diligence of five legal entities, including analysis of intellectual property rights and movable assets. Elaboration of a draft agreement for sale and purchase of participatory interests in companies
Structuring of and legal support for a transaction
Legal support for investment activities by acquiring participatory interests in the authorised capital
Support for an acquisition of participatory interests in an IT company — a Skolkovo resident
Due diligence, analysis of the planned transaction structure, and preparation of its arrangements
Reorganisation of the Russian part of an international corporation
Comprehensive legal support for the reorganisation of the Russian part of a group and a Ukrainian subdivision of a large international corporation with an annual income of more than $6 billion
Support for an issue of shares in a pharmaceutical company
Legal support for an additional issue of shares in an international pharmaceutical company
Legal support for two stages of an acquisition of a tyre company
Legal support for the Russian part of a transaction involving a stage-by-stage acquisition of a company with interim joint management of the company until the full buyout of 100% participatory interest
Legal support for reorganisation of a telecommunication company
Legal support for reorganisation through merger of 14 legal entities
Development of a business process structure for a $300 million investment project
Determination of the best options for the field development in terms of a legal structure
Development of investment arrangements for an international project worth $1.1 billion
Legal support for a large-scale international project in construction of a network of gas filling stations across Europe
Structuring of a transaction within the support for a social project in Khanty-Mansi Autonomous Area
Structuring of a transaction related to building renovation and equipping in terms of investor relations on partial financing of a facility
Support for an acquisition of a network of medical centres
Legal support for sale and purchase of participatory interests and shares in medical centres
