Юридическая фирма VERBA LEGAL

All practices

Corporate Law and M&A

Our Practice

The practice specializes in comprehensive legal support for sizeable cross-border and domestic M&A transactions (high market), business and asset restructurings, and advice on corporate law
and governance matters.

Our lawyers provide all-encompassing support throughout all phases of a deal, including planning and structuring of transactions, thorough due diligence, negotiations with counterparties, drafting Russian- and English-law-governed transaction documents, coordination of deal closures, and control over satisfaction of conditions subsequent
and commitments post-closure.

The practice has clients from among leading Russian and international firms operating in various economic sectors, such as construction, oil and gas, chemical, IT, and healthcare.

Each project is approached with consideration
of industry-specific nuances, current market trends, and leading international practices, ensuring the comprehensive protection of the client's interests.

The total number of projects implemented from 2023 exceeds 100 significant transactions worth
of RUB 4 trillion.

Services

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Developing the optimal transaction structure, coordinating the involvement of all stakeholders (including appraisers, investment bankers, financial advisors, foreign consultants, etc.), and facilitating effective collaboration across the joint project team from both the buying and selling sides

Offering full-spectrum support for M&A initiatives from legal due diligence through drafting
and negotiation of all transactional documents,
to the culmination of the deal and the development of corporate governance frameworks as an integral component of post-closure integration

Assistance with Take-Private Procedures (including share buybacks and conversion into a private business), as well as preparation of tender offers

Legal support for IPO/SPO processes, equity and debt capital markets services, including preparation of all required documentation

Executing de-merger projects such as complex reorganizations, spin-offs, split-offs, SPAC projects, etc.)

Conducting tax and corporate restructuring for diverse objectives, including preparation for M&A and IPO transactions, optimizing corporate structures, and establishing procedures and support for asset management projects

Facilitation of project finance transactions

Compliance with sanctions and antitrust laws. Securing all necessary regulatory approvals
(from the Federal Anti-monopoly Service, Government Committees, Central Bank of Russia, etc.)

Experience Highlights

We advised:

DOM.RF in connection with the acquisition of the Russian Capital bank and SU-155 group of companies with the total value of assets exceeding RUB 700 billion;

one of the buyers in connection with the acquisition of the shareholding in the TransFin-M group of companies engaged in operating lease of railcars, with the total value of assets exceeding RUB 280 billion;

a European investor in connection with the acquisition of mining assets in Russia in excess of USD 300 million;

a client in connection with the establishment of the joint venture with a sanctioned bank involving a USD 200 million investment;

a buyer in connection with the acquisition of petrochemical assets in Russia for EUR 350 million;

a client in connection with the acquisition of smelters relating to the divestment by the foreign owner of its Russian assets; the deal amounted to USD 150 million;

a buyer in connection with the acquisition of the Port Infrastructure Development Center (or CRPI, in its Russian acronym), a transport and logistics group of companies, including investment companies and operators of major Russian ports, with the total book value of assets exceeding RUB 170 billion;

a Cyprus-based holding company operating a Russian movie theater chain in connection with the development of restructuring options to create a sustainable corporate structure taking account of the sanction regulations and engagement of a portfolio manager for crisis management purposes;

a buyer in connection with the acquisition of the construction materials producer's group of companies; the deal involved call options and letters of credit and included payment of the purchase price and repayment of shareholder loans; the book value of assets amounted to approximately RUB 100 billion;

an investor in connection with the implementation of the investment project that involved construction and operation of the railway bridge over the Amur River connecting Russia and China;

a buyer in connection with the acquisition of CryoGas, a major technical gas business operator). Total deal value: approximately RUB 40 billion;

a seller in connection with the sale of AK Russia, one of the largest KFC franchisees with about 100 restaurants in operation;

a buyer in connection with the acquisition of DonBioTech. The engagement included legal due diligence of land plots and construction-in-progress assets relating to the project involving construction of the grain processing complex for subsequent production of amino acids in Volgodonsk, the Rostov Region, and legal advice in connection with the acquisition of the 100-percent shareholding in the owner of assets. Total deal value: over RUB 25 billion;

Sinara Group in connection with the acquisition of the controlling shareholding in Uralhimmash, a chemical equipment manufacturer;

a client in connection with the acquisition of Soda Chlorate, Russia's only producer of caustic potash (liquid, flaked), potassium carbonate, hydrochloric acid and synthetic acid;

a buyer in connection with the participation in the tender for acquisition of a major tyremaker from foreign owners, including negotiation of draft transaction documents;

a buyer in connection with the acquisition of the IT company operating in the delivery service sector, including legal due diligence, deal structuring, drafting transaction documents and filing a merger clearance application with the FAS of Russia. Total deal value: approximately RUB 8 billion;

a client in connection with the implementation of the joint project for exploration and development of Parusovoye, Parusovoye North (Severo-Parusovoye), and Semakovskoye fields in the Yamal-Nenets Autonomous District. Total project value: RUB 300 billion.