Юридическая фирма VERBA LEGAL

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Corporate Law and M&A

The practice specializes in comprehensive legal support for sizeable transnational and domestic M&A transactions (high market), business and asset restructuring, and counseling on corporate law and governance matters. The practice has clients among the leading Russian and international firms across various economic sectors, such as construction, oil and gas, chemical, IT, healthcare.

Our lawyers provide all-encompassing support throughout all phases of a deal, including the planning and structuring of transactions, thorough due diligence, negotiations with counterparties, preparation of transaction documents (under both Russian and English law), coordination of the deal's closure, and oversight of the fulfilment of contingent conditions and commitments post-closure. 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.

Services

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 collective project team from both the buying and selling sides.

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

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

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

Executing de-mergers projects such as complex reorganizations, spin-offs, split-offs, SPAC projects, and the like.

Conducting tax and corporate restructuring for diverse objectives, including in 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 law. Securing all necessary regulatory approvals (from the Federal Anti-monopoly Service, Government Committees, Central Bank of Russia, etc.).

Project Experience

Supported the acquisition of Russian assets by Russian management following divestment by foreign investors.

Advised on the creation of a joint venture intended for the construction and subsequent operation of major hotel complexes in Russia. The aggregate value of the project exceeds 20 billion rubles.

Devised and implemented a range of restructuring strategies for a Russian group of companies with foreign participation, in response to restrictive measures against minority shareholders.

Oversaw the restructuring of a group involving a foreign majority stakeholder and Russian-controlled funds (limited partnerships), due to restrictive measures and the enforcement of Presidential Decrees curtailing transactions with non-residents.

Orchestrated the debt portfolio restructuring, including bonds, LPNs, and bank loans, of a baby food and dietary products manufacturer.

Established a joint venture that has emerged as a key player in the linear infrastructure construction sector, culminating in a transaction worth RUB 100 billion. The aggregate value of the transaction amounts to 100 million euros.

Developed strategies for the restructuring of a Cypriot holding company that owns a chain of Russian cinemas, aiming to establish a resilient organizational structure for the group. This was undertaken while navigating current sanctions regulations, implementing applicable countermeasures, and engaging a portfolio manager for crisis management.

Facilitated the acquisition of petrochemical assets within Russia. The transaction was valued at 350 million euros.

Provided consultancy to a European investor regarding the acquisition of mining assets in Russia. The aggregate value of the transactions exceeds $300 million.

Advised on the creation of a joint venture with a sanctioned bank. The investment is valued at 200 million US dollars.

Represented the client's interests during the acquisition of metallurgical enterprises following the withdrawal of a foreign owner from Russia. The deal was valued at 150 million US dollars.

Executed the registration of holding and other companies in the ADGM free economic zone and conducted legal due diligence of assets transferred by investors to the holding, located in Uzbekistan.

Who will be working with you

Our team