Corporate practice, M&A

Since its establishment (1990), consulting in the area of corporate law, as well as mergers and acquisitions, has been a key activity of EDAS Law Bureau. For 30 years, attorneys and lawyers of Bureau have accumulated considerable practical experience in legal support of projects and transactions of our Clients.

Mergers and acquisitions

Acquisition of a business, shares in a business
  • structuring of transactions;
  • conducting legal audits;
  • preparation of documentation for the acquisition of the entire business or a stake in it;
  • support of calculations;
  • preparation of shareholders’/participants’ agreements.
  • safe business sale
  • structuring of transactions;
  • preparation, approval of documents for the sale of business, in whole or in part;
  • support of calculations.
Safe business sale
  • structuring of transactions;
  • preparation, approval of documents for the sale of business, in whole or in part;
  • port of calculations.
Creation of joint ventures, including with the participation of foreign investors
  • structuring the business and ownership structure, including using the advantages of foreign jurisdictions;
  • preparation of agreements between investors (shareholders/participants), including those subject to foreign law.
Experience
  • acquisition of 100% shares of a producer of mineral fertilizers in the Volga Federal District, including preliminary due diligence of the asset;
  • acquisition of the largest construction holding in the Far Eastern region, including due diligence, structuring and transaction support (transaction documents are subject to several jurisdictions);
  • acquisition of a controlling interest in a group of companies owning seaport infrastructure facilities in Primorsky Krai and a stevedoring company, including due diligence, and full subsequent support of the transaction;
  • acquisition of the largest construction holding in the Far Eastern region, including due diligence, structuring and transaction support (transaction documents are subject to several jurisdictions);
  • acquisition of a controlling interest in a group of companies owning seaport infrastructure facilities in Primorsky Krai and a stevedoring company, including due diligence, and full subsequent support of the transaction;
  • acquisition of an airline — a regional carrier in the interests of a Russian tour operator – a subsidiary of an international group, structuring of the transaction, preparation of draft contracts (under Russian law), support of closing and settlements;
  • two coal mining enterprises in the Kemerovo region, including the development of the basic conditions, structuring of the transaction, approval of the draft contract for the purchase and sale of shares, support for the closing of the transaction in several jurisdictions;
  • sale of shares of a producer of mineral fertilizers in the Central Federal District, structuring of the transaction in accordance with the legislation of several jurisdictions;
  • sale of a 50% stake, creation of a joint venture with the participation of an international investor on the basis of an enterprise in the Ural Federal District, including the development of documents defining the terms of partnership, business structuring (transaction documents are subject to several jurisdictions);
  • sale of one of the largest sports and leisure facilities in Moscow;
  • sale of an indirect interest in OAO Raspadskaya, one of the largest coal companies in Russia;

Corporate consulting

Reorganization, optimization of the corporate structure of the business

Corporate restructuring, including through reorganization (joining, merger, separation, separation), transition to a single share in order to:

  • optimize management and costs;
  • protection from unfriendly actions;
  • increase control and transparency in the interests of the final beneficiaries or for financial institutions.
Support of corporate procedures
  • additional issues;
  • monitoring compliance with the law when making transactions;
  • repurchase of shares with a voluntary and (or) mandatory offer
Support of companies in attracting debt financing, IPO, SPO

When making transactions to attract debt financing through lending or placement of bonds, entering an IPO, SPO, we can be useful in matters of:

  • conducting legal audits;
  • carrying out restructurings;
  • preparation and support of issues, corporate events (meetings, meetings);
  • coordination of transaction documentation with investor banks.
Due diligence of assets

Checking the legal status for the purposes of:

  • buying a business;
  • provision of debt financing;
  • acting debt financing by placing bonds;
  • primary or secondary placement (IPO, SPO).
Experience
  • legal review of the assets of a Chinese company for the purposes of secondary placement of shares on the Hong Kong Stock Exchange, as a Russian legal adviser to banks (“united sponsors”);
  • advising on the Russian law of banks participating in the initial public offering (IPO) of a Russian energy company on the Hong Kong Stock Exchange;
  • due diligence of the largest airport of the Moscow air transport hub for the purposes of possible acquisition;
  • due diligence of two companies in the rare earth metals mining industry, for the purposes of possible acquisition;
  • due diligence of three different airlines (regional airlines) for the purpose of possible acquisition by our Principal
  • provision of debt financing;
  • attracting debt financing by placing bonds;
  • acement (IPO, SPO).
  • he purposes of secondary placement of shares on the Hong Kong Stock Exchange, as a Russian legal adviser to banks (“united sponsors”);
  • advising on the Russian law of banks participating in the initial public offering (IPO) of a Russian energy company on the Hong Kong Stock Exchange.
  • due diligence of the largest airport of the Moscow air transport hub for the purposes of possible acquisition;
  • due diligence of two companies in the rare earth metals mining industry, for the purposes of possible acquisition;
  • due diligence of three different airlines (regional airlines) for the purpose of possible acquisition by our Principal
Legal disputes

Judicial (arbitration) disputes:

  • within the framework of business purchase and sale agreements;
  • in relations with other investors, shareholders or the company itself;
  • ses from controlling persons.