Services 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