Mergers and Acquisitions, Corporate Law
Current economic principles of business and capital development are focused on consolidation and growth ensured particularly but not exclusively by Mergers and Acquisitions, M&A.
Rightmark Group lawyers provide comprehensive support of M&A transactions, as well as other transactions in the normal course of business of the firm clients.
• through efforts of Rightmark Group lawyers, the firm clients successfully closed a transaction for acquisition of 100% of bank’s share capital;
• JSC Pilot Boiler and Turbine Plant buyout transaction;
• closed and are continue to successfully close many other transactions.
Services within the practice
- due diligence (including formation of non-biased client view on investment project, investment risks, independent appraisal of investment project, comprehensive study of company operations, due diligence of its financial and market condition);
- development, drafting and review of contracts and other documents necessary for implementation of transactions within the scope of corporate relations, investment, sale and purchase of business;
- transaction support as part of M&A process, corporate transaction support (sale and purchase, inheritance of shares, interest, etc.);
- establishment, structuring and optimization of businesses;
- negotiation and development of commercial contracts;
- support of procedures of registration with state authorities;
- M&A, corporate management consulting.
Due to planned division of business between shareholders of ZAO (private limited company), a need arose for a proportional asset allocation without prejudice to any existing ZAO rights, titles and interests or contractual obligations assumed earlier. Following the results of the preliminary document evaluation, several options were suggested to the client. Following our recommendations, a decision was made to reorganize ZAO by separation of a new legal entity to which part of the company property is transferred, including rights and obligations under a contract for lease of a land plot provided for construction for investment purposes.
Results of the work carried out by Rightmark Group lawyers included financial analysis of the legal entity, comprehensive plan for reorganization, and implementation of all procedures required by the law. After ZAO establishment, legal support was provided to the client in preparation and filing of documents for state registration of the new company stock issue.
Legal Due diligence was conditioned by the acquisition, by way of privatization, of a block of the company shares which used to be publicly owned. Assessment of identified legal risks resulted in development of recommendations for shareholders to prevent (minimize) adverse legal effects for a joint stock company placed under corporate control, which are caused by failure to register or improper registration of proprietary and liability rights being parts of the company assets, including rights to utility infrastructure facilities, objects of water and subsoil use.
Special nature of this Legal Due diligence was also determined by the special nature of activities of the company which is a local monopolistic provider of water supply, water disposal and heat supply services, as well as a specialist contractor operating utility networks. The Legal Due diligence included assessment of the company activities in terms of antitrust law, assessment of specifications issued by the company for connection of capital construction projects to utility networks, and the company’s compliance with the procedure for connection of capital construction projects to the aforesaid networks.
Acquisition of any company with high value assets and a long history of activity, much less a credit institution, is always connected with the necessity of detailed study of both legal fate of its assets, and close examination of history of the company itself in order to identify risks and material events which may influence the decision to purchase a credit institution, or the purchase price. Apart from the acquisition of 100% of the bank shares, Rightmark Group faced the task of opening a branch office in St. Petersburg, early termination of powers of the bank's management bodies and election of new management.
In order to complete the specified tasks Rightmark Group conducted legal and financial Due Diligence, organized interaction between the bank seller and the purchasers, developed a detailed action plan for preparation for the transaction, settlement thereof, and follow-up measure, ensured transaction structuring and support, prepared all the necessary documents (applications, notices, contracts, records, etc.), implemented corporate procedures for re-election of the bank management bodies, amended constituent documents of the bank, made arrangements to open a bank branch office in St. Petersburg.
Acquisition of a company with high value assets and a long history of activity is always connected with the necessity of detailed study of both legal fate of its assets, and close examination of history of the company itself in order to identify, for example, off-balance sheet liabilities of the company, unreliable data provided by the seller, or other material circumstances.
When concluding transactions of such scale a detailed analysis should be conducted: to estimate risks and identify material events which may influence the decision to purchase, or the purchase price. In order to complete this task Rightmark Group conducted legal and financial Due Diligence.
Also, when agreement was reached on the sale of shares, rights of sellers (successors) to a part of the shares were not duly certified, thus, Rightmark Group experts originally supervised the process of share ownership registration.
Rus’ Construction Holding planned to take part in Zavidovo Recreation Complex construction (http://zavidovo.ru/rus/). Rightmark Group was engaged to provide legal support of such participation.
Rightmark Group task at the first stage of project implementation was to conduct a legal analysis of the land plot status, review urban restrictions, assess feasibility of construction within the established time limit. One of the challenges of this project was the need for legal analysis of a large number of land plots for various applications (circa 100) within a tight timeframe. The following step was to develop a project implementation scheme, as well as a contractual framework, in order to balance interests of the project participants.
Unusual nature of this project was due to the need for elaboration of options to provide the necessary utility infrastructure facilities in the development area, including at the expense of subsidies granted by public institutions. Depending on the way to provide the necessary utility infrastructure facilities in the development area, binding relationships between the land owner and developer were built.
LLC Industria-Plus is a St. Petersburg multifamily housing developer. Rightmark Group lawyers protected interests of a natural person, a former member of LLC Industria-Plus in a case on recovery of 100% of the company ownership due to failure of the purchaser to perform obligations under the share purchase agreement. Thanks to efforts of our lawyers, corporate control of the development company was regained by the previous owner.
Head of Corporate/M&A Practice
Senior Associate of Corporate/M&A Practice