Corporate law (M&A)

Westside has accumulated exceptional experience in the sphere of legal support for merger and acquisition transactions (purchase/sale of businesses) including structures in several jurisdictions.

With the aid of our colleagues from The Law Firm Network we have the ability to form a team of professionals for each project who will work as a unit and be able to provide a service which is of a high international standard.

The firm’s partners have represented their clients’ interests in commercial negotiations with contracting parties for sale or acquisition of businesses, achieving the best possible price and payment arrangements for a transaction.

Services offered:

Carrying out legal due diligence for assets to be sold or acquired;

Highlighting transaction legal risks and proposing suggestions for their mitigation;

Legal structuring for M&A transactions;

Drafting of M&A transaction documents including: letters of intent, exclusivity and confidentiality agreements, agreements for the purchase and sale of shares and assets, conditions of escrow agreements, agreements on a party’s post-closing obligations etc;

Organisation of payment between parties. Creating payment infrastructure and aiding clients to open overseas bank accounts;

Follow-up support for investment;

Incorporation of legal entities of various types (commercial and non-commercial);

Incorporation of legal entities for international business in the majority of offshore jurisdictions and jurisdictions with low tax burden;

Preparation of corporate documents of legal entities;

Arrangement and holding general meetings of shareholders, drafting all documents, in particular, when a corporate conflict takes place;

Corporate management;

Assistance to shareholders in obtaining effective control over the business;

Provision of legal defense against non-amicable mergers to companies;

Preparation of shareholders’ agreements, giving recommendations regarding choice of jurisdiction for the purposes of shareholders’ relationships regulation;

Legal support of reorganization, liquidation and bankruptcy of legal entities.

Projects

Legal support for the seller in a transaction on a sea port and oil transshipment business sale in the north-west of Russia. The business had international structure. Our contribution to the project comprised of: - transaction structuring;
- preparation and coordination with the buyer's consultants of all the agreements supporting the transaction including: the term sheet, confidential and exclusivity agreement,
- share purchase agreement, etc.;
- arrangement of settlements between the parties using a leading Swiss bank as an escrow agent;
- contributing to the closing transaction (the transfer of the company share ownership to the buyer) in Holland and Switzerland.

Structuring of a client’s business of the production and sale of fire-protection equipment into a holding structure for the purposes of more effective management of the business as well as to attract a strategic investor or issue bonds.

Representing the Buyer's interests in a transaction on share acquisitions in a bank listed among the Russian top twenty banks, including: carrying out legal due diligence, identifying the existing legal risks for the buyer, contributing to the transaction structuring, participation in the preparation and coordination of decisions supporting the transaction, etc. The bank’s share value was worth 2 bln. US dollars. Our legal due diligence report served as a basis for a positive decision made by the credit committee of the bank, funding the transaction.

Legal support in the transaction under which a Russian bank obtained funds from NATEXIS, bank, France, the funds to acquire production equipment from a French manufacturer under the security of the French government for a packing factory in Russia. Our client was a lessee of the equipment acquired from a foreign counterpart by the lessor, a subsidiary of the Russian bank funding the transaction.

Legal due diligence on a client’s business - the largest Russian mineral water producer, recommendations on business restructuring and proper documentation of the ownership structure to increase the business value and, thereafter, attract financing from international banking institutions (EBRD).

Legal due diligence on a group of companies, members of a major Russian port structure in the south of Russia, to optimize the group structure and enhance its investment attraction in anticipation of the company IPO. Among other tasks, the project’s scope included: analysis of the legal risks associated with the business of the group companies and with the status of the primary (economically significant) assets. The ways to minimize and eliminate such risks were proposed along with the recommendations as to the group’s further development strategy options and selection of the group’s legal management framework and organizational structure.

Corporate law (M&A)

Services offered:

Projects

Application