Corporate Law, M&A (Mergers and Acquisitions)
M&A transactions in RF have specialities one should be aware of. On the one hand, the transfer of shares or share of the acquiree (Russian legal entity) should be mandatory subjected to the legislation of Russian Federation. On the other hand, M&A deals are quite complex and versatile, the involved parties often decide to proceed under a foreign legislation. Legislation of the UK is one often used, according to our professional experience. As a result, disputes in M&A are often resolved under foreign law.
The second factor that must be taken into account is the complexity of the disputes between parties: in case when one of the parties fails to fulfil its obligations, the dispute according to the agreement of applicable legislation is resolved in foreign Arbitration; the execution of the foreign court order though is held on the territory of the Russian Federation.
That brings us to importance of detailed transaction structuring and design. These require extensive negotiations potential and experience.
The legal team carrying the transaction in M&A must have the significant experience in successful negotiations and extensive knowledge of both Russian and Foreign legislation.
Our team at PRESIDENT CONSULT has accumulated a significant experience in M&A transactions; we employ professionals of Russian Corporate law and provide them extensive trainings in UK legislation to keep the knowledge and proficiency of our lawyers on the edge. PRESIDENT CONSULT cooperates closely with our colleagues and partners in UK Legal firms and draws their support for the projects.
M&A transactions are a subject to the disclosure of information by the parties to their opposite numbers to a significant extend; a high degree of confidence in the experts - economists, analysts, lawyers serving the transaction bring in the requirement of a clear reputation.
Specialists of PRESIDENT CONSULT comply in all aspects with the high demands of this industry and have the extensive experience at your service.
Hostile take-over protection / corporate disputes⇧
Corporate law regulations and corporate governance are the basis for any enterprises foundation. A legal specialist in corporate law supports the activities throughout the lifetime of the company. However, some cases though would require a lawyer specialised exactly in corporate disputes and take-over protection.
Take-over protection and corporate disputes are the key practices in PRESIDENT CONSULT for quite a number of years. In 2007 “Mergers &Acquisitions” Journal ranked the company 4-th in Russia and 1-st in St Petersburg among other legal firms successfully providing protection in corporate raid; our experience has been continuously growing.
The purpose of a corporate dispute is seen as the legal control over the enterprise and its assets. Assisting to corporate dispute is ranked one of the most complex legal services; the disputes involve civil law, tax law, criminal and administrative law; even a small mistake might lead to major consequences.
As a rule the State is always involved into corporate disputes with court procedures, Offices of Public Prosecutor, Registration and Control bodies etc.
Having the extensive experience in these fields we have identified the key elements for a successful resolution:
- A group of lawyers is to be involved, that gives the advantage in both speed and intellectual force;
- Professionally designed in every detail strategy and tactics governing the actions of the team throughout the corporate dispute process;
- The speed and the versatility of action; the counterparty is unable to concentrate on any particular aspect of the case, vice versa our team is able to focus on the specific point of interest;
- Premeditated strategies. The knowledge of the special technologies and background in corporate disputes is essential for this field; good lawyers lacking such background would hardly handle one. When talking about such disputes, creativity matters, when the lawyer is able to provide out of scope effective solution unpredictable for the counterparty;
- Attention to detail; with the process being correct and efficient in some cases mistakes in paperwork could ruin the deal.
We employ the wide range of constantly improving effective anti-raid protection measures for your service.
We provide full-scope legal services in the creation, registration and support of the activities of legal entities:
- Drafting the corporate charter documentation for legal entities, for non-profit organizations, including legal and technical support of submission of the documents to the state registration;
- Amendment to the charter documents of legal entities in compliance with an updated legislation;
- Registration of securities;
- Legal support for the mandatory disclosure of information for Issuers of Securities to the Central Bank (quarterly company reports, the essential facts of economic activity, etc.);
- Consultations on the issues of holding the Register of Securities;
- Optimization and structuring recommendations on corporate governance at the enterprise or group of enterprises;
- Drafting decisions made by the management of legal entities in accordance with the legislation requirements and company’s charter;
- Development of internal policies and regulations governing the management of the company.