Mergers & Acquisitions
We support the deal on a turnkey basis: from negotiations to closing
Comfortable transformation of your business
A professional team of lawyers and financial experts
Support of international projects
Consulting in three languages: Russian, German and English
Knowledge confirmed by international certificates
At certain periods of the life cycle companies are faced with the need to transform their business. The purpose of the changes may be to expand the product line, eliminate redundant capacity, save management costs and commercial expenses, reduce the cost of procurement, personnel costs, etc.
Reorganisation becomes relevant for international companies to separate Russian business from the group's perimeter due to European sanctions and Russian countermeasures.
The YaPartners Consulting team has more than 15 years of experience in supporting business sale-purchase and reorganization transactions and constantly improves its knowledge.
We participate in negotiations on the side of the buyer or seller and prepare the necessary documents: letter/memorandum of intent, confidentiality and exclusivity agreement, etc.
We conduct a due diligence of the company to identify the risks affecting the decision to purchase the business and its value. The due diligence includes examination of legal, tax and financial issues.
Business valuation can be carried out both by the buyer's own efforts, and with the involvement of an independent appraiser or auditor. We advise on the choice of appraiser, approaches and methods of valuation.
Depending on the results of the due diligence and business valuation, our lawyers and financial experts make recommendations on the optimal structure of the transaction. At this stage, a decision is made on the subject of the transaction (shares/stocks or individual assets), the parties to the transaction (whether the seller remains in business or goes out completely), the procedure for determining the price (Cash free & debt free model (CFDF), etc.).
Transactions involving shares, stocks and assets of companies, as well as reorganizations often require approval by the Federal Antimonopoly Service. Assets with foreign (Western) participation require approval by the Russian Sub-Commission of the Government Commission for the Control of Foreign Investment. We fully support the process of obtaining such permits and approvals from the relevant authorities.
While preparing for a transaction, a large number of documents need to be approved. This includes agreement of purchase and sale of shares, stocks or assets, option and pledge agreements, amendments to constituent documents, agreements with management, loan and license agreements, merger agreements, corporate decisions of shareholders, etc. We prepare the necessary documents, taking into account legal and tax aspects.
In an agreement, the parties may determine the price as a fixed amount of money or establish a procedure for determining the price and a mechanism for adjusting it (locked box, completion accounts, earn out). We advise on issues related to determining the price of the asset and its fixation in the contract, taking into account legal, financial and tax aspects.
We advise on the selection of the optimal form of settlement (escrow account, letter of credit, etc.) and accompany the preparation of documents together with the banks. In cross-border transactions, we also advise on currency regulations and risks.
We organize the signing of documents with the participation of a notary and provide registration in the relevant registers (Unified State Register of Legal Entities, Register of Shareholders, Unified State Register of Real Estate).
After the completion of the transaction, changes are required in constituent documents, internal policies, agreements with counterparties, notification of state authorities, personnel restructuring, etc. We provide a full range of services in terms of corporate, employment, contract law, intellectual property rights to complete the project and continue operations.
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Managing Partner
Head of Legal Services
Marina Yankovskaya, ЕМВА
Senior Lawyer
Alexandra Nechaeva, LL.M.
Irina Shornikova
Our team
Maria Kirilova
Lawyer
Contacts
If you have any questions feel free to contact us
YaPartners Consulting LLC
at German-Russian Chamber of Foreign trade
Business-Center "Fili Grad"
Beregovoy Proesd 5A, Building 1,
Floor 17, Office 17.27,
121087 Moscow
Business-Center "Fili Grad"
Beregovoy Proesd 5A, Building 1,
Floor 17, Office 17.27,
121087 Moscow
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