Corporate and M&A

Expertise

Corporate and M&A is one of our firm’s core practices. With over 20 years of experience in this field, we have advised clients on over 100 projects, representing buyers, sellers, joint venture partners, issuers, institutional and individual investors, banks, borrowers, majority and minority shareholders. We strive to assist clients in achieving their goals through a comprehensive approach to problem-solving, which includes expert assessment of legal and related financial, tax and other risks to find the most suitable solution.

Mergers & Acquisitions

Mergers & Acquisitions, or M&A, is a legal process of acquiring, selling, and combining companies to accomplish various business goals, such as market expansion, competitiveness improvement, diversification, and solving other client objectives. It involves legal asset and liability assessment, due diligence, document preparation, and deal completion. M&A is associated with corporate and tax law, antitrust regulation, and other economic, technical, and technological aspects of the transaction.

We offer clients complete support throughout the M&A process, starting from legal analysis and risk assessment to deal completion and company integration. Our firm closely cooperates with clients to ensure maximum consideration and protection of their interests during the entire project.

Joint Ventures

Joint ventures is a legal practice involving the creation of a new business entity or a contractual partnership by two or more parties to achieve a specific business objective. This collaboration allows for resource, risk, and expertise-sharing, while also providing opportunities for market expansion, access to new customers, and technology transfer.

We advise on all aspects of joint ventures, including corporate governance, financing, intellectual property, antitrust compliance, and dispute resolution. Our approach is proactive, collaborative, and client-focused, ensuring maximum protection of the clients’ interests and successful results.

Private Equity

Private Equity is a specialized legal practice that provides legal services to investment funds, private investors, and corporations. Our firm has extensive expertise in this field and offers a broad range of services, including investment structuring, selecting suitable jurisdictions, fund formation consulting, transactional document preparation, financing mechanism implementation, and intellectual property rights protection.

We prioritize our clients’ needs and always strive to understand their unique requirements to achieve the best outcomes for their investment goals.

Structuring

Structuring is a legal practice involving the planning and negotiation of the financial and legal framework for a specific business transaction or deal. This includes determining the most suitable transaction structure, selecting an appropriate jurisdiction, assessing tax implications, drafting transactional documents, and ensuring compliance with regulatory requirements. Efficient and effective structuring not only ensures that transactions run smoothly but can also create opportunities for growth, expansion, and success.

Our firm has substantial expertise in structuring deals and transactions for our clients. We specialize in M&A, joint ventures, and private equity and provide comprehensive advisory services tailored to the unique needs and objectives of our clients.

Corporate Governance

Corporate Governance refers to the system of rules, policies, and practices by which companies are directed and controlled. It involves balancing the interests of the company’s many stakeholders, such as shareholders, management, customers, suppliers, financiers, government, and the community, while also ensuring accountability, transparency, and ethical behavior. Effective corporate governance not only provides transparency and trust but also sustains long-term success for the company and its stakeholders.

Our firm’s Corporate Governance practice is focused on developing and implementing governance mechanisms that optimize business processes and minimize risks. We provide comprehensive legal services, including drafting corporate documents, risk assessment and management, board counsel, corporate governance audits, and more.

We adhere to the highest standards in the field of Corporate Governance and are always client-focused. Our education and expertise in this area allow us to provide a tailored approach to each client and help clients achieve their business goals, while ensuring a high level of legal protection and management effectiveness.

Corporate Finance

Companies raise debt financing by obtaining funding from shareholders, borrowing from banks, or issuing debt securities. Each avenue is distinct, with equity financing being characteristic of startups and small companies. For larger companies, the primary sources of debt are bank loans and various forms of debt instrument issuances. Bank lending is restricted to a small circle of participants, ranging from two parties — a bank and a borrower — to several dozen parties in the case of syndicated loan facilities under the management of a lead arranger. Debt securities are usually placed among qualified investors.

Our firm has substantial experience advising clients on banking and finance transactions and and public debt instruments which we have gained from working with banks, borrowers and issuers in Moscow, London, and Frankfurt. We have represented clients on a large number of syndicated loan facilities, sub-participation loan agreements, revolver loan facilities, multi-currency loans, and other types of loans based on standard LMA documentation. Our lawyers have advised on over 10 Eurobond issues acting on the issuers’ side. We have also assisted clients with various loan facilities in connection with M&A deals, joint ventures, and private equity investments. Our firm is well-equipped to offer expert guidance and support to help our clients achieve their corporate finance objectives.

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