Services Corporate practice. M&A

Mergers and acquisitions (М&A) in Russia, CIS countries and abroad:

Comprehensive advice on sale and purchase of business
Comprehensive transaction support to foreign investors in Russia and Russian clients abroad
Represent buyers and sellers under M&A transactions
Perform comprehensive legal due diligence
Create a transaction risk matrix
Develop a legal structure for the transaction
Develop a plan and schedule for conducting and closing the transaction, negotiate terms and conditions/memorandum of understanding (terms sheets, MoU, LOI, etc.)
Prepare a complete package of transaction documents (share sale and purchase agreements, disclosure letters, etc.)
Act on conducting and closing transaction, recording performance of assumed obligations..

Set up and act on strategic alliances, consortiums and joint ventures (JV):

Develop the JV’s legal structure taking intra-group requirements of the participants into account
Develop a plan to set up a JV, including an algorithm and measures to obtain approvals from regulatory agencies and creditors
Prepare package of documents required to set up a JV and conduct its business (agreements on formation/establishment, incorporation documents, shareholder agreements (SA), put/call options etc.)
Legal advice on setting up a JV and establishing corporate management procedures for the JV (local management and supervision regulations, etc.)
Issues related to becoming a member of the JV management body

Restructuring

Develop a targeted corporate plan to restructure companies or a group of companies
Develop a detailed flowchart for restructuring, and justification for proposed solutions
Generate a new corporate structure, and optimize the corporate management system
Support the transfer of company assets and obligations to a new structure
Prepare documents of incorporation and corporate resolutions/approvals

Corporate management:

Legal risk management:

Evaluate and manage risks in M&A transactions, financial transactions and business restructuring
Make recommendations
Risks chart of statutory regulation, covenant and default position risks
Comprehensive legal due diligence.

Bank lending and corporate borrowing:

Act on any financial or credit transactions
Preparatory documentation: term sheets, mandate letters, etc.
Develop the transaction’s legal structure taking the proposed collateral into account
Prepare loan and collateral documentation and legal opinions
Participate in negotiations, legal advice on how to conduct corporate events
Advice on procedures for conducting and closing of transactions

Transaction support with regard to public and private offering of securities:

Legal procedures to restructure a company or a group of companies to comply with requirements applicable to public and private placement of shares and other securities
Develop and implement a plan on company compliance with the requirements for transparency of corporate management
Prepare corporate resolutions on placing securities
Comprehensive legal due diligence, inter alia, in order to include provisions on the company’s legal status in an investment memorandum and a securities prospectus
Legal advice on stock and other securities issue, transactions for their placement or restructuring
Legal advice for financial institutions:

Corporate disputes:

Anti-corruption legislation compliance system (“Anti-corruption Compliance”):

Introduce mechanisms into the corporate procedures system that target compliance with requirements of Russian and foreign legislation (FCPA, UKBA)
Develop and provide legal advice on issues regarding in-house anti-corruption control systems taking international legislation into account
Legal advice on introduction in the company system of in-house communication regarding observed violations (hot line)
Legal advice on issues regarding the vetting of counterparties for business integrity (compliance due diligence)
Conduct compliance audits with respect to conformity of in-house anti-corruption systems to international legislation
Legal advice on issues of risk compliance evaluation and management