Practices Corporate practice. M&A
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:
- Develop and optimize a corporate management system in Russian companies
- Build the corporate management system in accordance with investor requirements
- Ensure compliance with the requirements of regulatory agencies
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:
- banks
- credit organizations
- professional participants of the securities market
- insurance companies
- payment system operators
- Legal advice for investors:
- institutional investors
- pension funds
- asset management companies
- investment holding companies
- Legal advice on attracting investment:
- bank lending
- syndicated lending
- structured financing
- public placement of securities
- securitization
- project financing
- leasing
- real estate project financing
- Evaluate and manage legal risks:
- legal due diligence
- evaluation of standing
- analysis of covenants
- credit portfolio analysis
- leasing portfolio analysis
- investment portfolio analysis
- Restructuring and bankruptcy of financial institutions:
- restructuring obligations
- restructuring leasing portfolio
- restructuring investment portfolio
- legal advice on bankruptcy
- Legal advice on issues regarding taxation of finances and securities
- Legal advice on issues regarding corporate procedures
- Support in disputes on the financial market
Corporate disputes:
- Disputes arising out of breaches of contracts and warranties
- Disputes regarding interpretation of agreements
- Disputes between shareholders / participants
- Disputes arising out of M&A transactions
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
Clients 34
Projects 94
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Representing interests of MTS in the transaction on acquisition of a group...
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Serving the client’s interests and providing legal support in a...
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The project of legal support provided to the client in its business...
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Legal due diligence of a large industrial chemical factory in the Perm...
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Legal due diligence of foundation and key aspects of operation of APK...
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Legal consulting of the international company manufacturing lawn-mowing and...
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Consulting on incorporation of a company in Russia for selling of products...
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Consulting on specific tax aspects of transactions involving purchasing of...
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Providing consulting services to an international company rendering...
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Consulting on setting up of a permanent representative office and tax...
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Legal support in the transaction where the Borlas Group of Companies sells...
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Consulting on implementation of the project of setting up a training center...
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Conducting of legal due diligence of Russian companies (coal companies)...
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Preparing of an expert opinion on the project including a legal and...
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Legal support in implementation of the project for acquisition of two Russian...
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Consulting of Lanex, a Czech company, on setting up of a joint venture with...
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Comparative analysis of the taxation of the branch, representative office and...
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Setting up of a Russian-Spanish joint venture for launching Russia-based...
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Consulting of the Chinese company on corporate approvals of transactions.
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Participation in the project involving legal support in acquisition of the...
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Consulting of the company on investment projects in Russia: acquisition of...
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Handling several projects of the client and conducting legal due diligence...
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Studying of all aspects related to the business of the target companies...
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Legal support in the accreditation of the US Company’s branch – the...
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Legal support in organizing of local manufacturing of spare parts for the...
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Conducting of legal due diligence investigations of Russian companies (5...
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Consulting on taxation and editing of the license agreement and the...
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Legal support in the transaction on raising funds for Permtranszhelezobeton...
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Setting up of a joint venture with participation of RUSNANO for implementation...
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Legal support in the transaction on the bank’s purchasing of a block of...
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Preparation for the transaction connected with acquisition of shares of...
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Legal support in the dispute regarding the right to the stake in PIS LLC.
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Assessment of the possibility of performing construction works in the...
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Preparation of a legal opinion on privatization of shares of Apatit, JSC.
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Restructuring of the Group of Companies, which combines oil-and-gas...
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Protecting interests of MGTS, PJSC, in corporate disputes with minority...
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Conducting legal due diligence of the legal entities and assets (real property)...
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Representing the client’s interests in the "Setting up of the Boguchany...
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Restructuring of the relationships of the participants of the project for...
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Legal support in the additional issue of shares of TOPAZ, CJSC, including...
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Devising and deployment of the plan aimed at changing of the corporate...
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Restructuring of the group of fiberglass producing companies for the...
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Comprehensive due diligence investigation of the All-Russian Design and...
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Initiating of bankruptcy and legal support provided to several subsidiaries...
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Conducting of due diligence investigation of the company – one of the...
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Conducting of legal due diligence of the international airport in Nizhny...
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Legal support in implementing of a project aimed at building a regional hub...
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Conducting due diligence and legal support in the transaction on...
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Protecting interests of the debtor and shareholders in the bankruptcy...
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Consulting on the client’s reforms as a part of the ongoing restructuring...
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Representing interests of Russian owners in the transaction aimed at...
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Preparation of a memorandum on certain amendments to the RF Civil Code...
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Integrated legal support of the project on setting up of a joint venture...
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Conducting of pre-investment legal due diligence of the company’s assets...
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Preparing a legal opinion on the procedure and risks associated with...
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Protecting interests of a large distribution company in connection with the...
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Protection of interests of a large distribution company regarding the theft...
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Legal support in the transaction conducted by a group of companies to sell...
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Conducting of comprehensive due diligence; diagnostics, preparing of an...
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Deployment of a compliance system in a large Russian state corporation.
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Conducting of advocatory investigation in a large chemical company...
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Developing of a step-by-step algorithm of the actions aimed at transfer of...
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Participation in the project for preparation for a transaction by a famous...
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Legal support in reorganization of the holding company, including...
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Preparing documents for a transaction in acquisition of shares of an...
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Consulting on devising and deployment of a compliance system for a large...
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The legal forensics of the actions performed by the former top management...
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Audit and adoption of the non-disclosure rules in a Russian Insurance...
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Representing interests of a private Russian investor in the transaction for...
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Comprehensive legal support in the transaction when a large bank purchases...
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Assessment of tax implications resulting from different options of transfer...
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Legal support in preparing and signing of a credit facility agreement...
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Legal support in the transaction for an amount of 90 million dollars: a...
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Preparing Russian law-related memorandums covering the aspects pertaining to...
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The intra-group transaction in purchasing of assets for an amount exceeding...
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Legal support in the project "Violation of the fiduciary duties by the...
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Acquisition of one of the largest shopping and entertainment centers in...
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Preparing documents for the transaction in purchasing of shares of a Russian...
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Preparation of the stock purchase-and-sale agreement.
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Legal support in setting up a joint venture with a major producer of...
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Preparing of an option agreement.
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Serving the interests of a major private company in the electric power...
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Legal support in a transaction for selling of its block of shares by the...
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Conducting of legal due diligence of the assets intended for acquisition by...
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Representing the client’s interests in a transaction for acquisition of...
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Devising of an internal system of allocation of authority for signing...
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Preparation of a purchase and sale agreement governed by English law, legal...
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Conducting of legal due diligence of the target company.
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Preparation of basic contractual documents for a transaction in acquisition...
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Launching of a "hotline" in the international automotive holding as a part...
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Legal support in implementing of the project aimed at compliance risk...
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Legal support in implementing of the project aimed at restructuring of a...
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Devising options for restructuring of the client’s business with...
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Devising and implementation of the plan for restructuring of the group of...
The experts
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Alexander Sitnikov
Managing partner
Moscow
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Alexandra Vasyukhnova
Partner, Head of Technology and Investment group
Moscow
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Maxim Grigoryev
Partner, Head of Southern directorate, Head of special projects
Moscow
Krasnodar
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Natalia Abtseshko
Head of International projects group
Moscow
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Dmitriy Borodin
Project manager of corporate direction
Moscow
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Alexander Kazarin
Head of Special projects practice
Moscow
Publications 1060
Associated Services
Services of Vegas Lex
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- Labour law
- Restructuring and bankruptcy
- Corporate fraud prevention
- Compliance
- Industry and Resources
- Energy