The deal should work
after signing

01

Architecture starts with a business goal

Before preparing the SPA, we fix what exactly is being transferred: shares or shares, an enterprise, individual assets, licenses, rights of claim, or a combination. We compare tax consequences, transfer of contracts and personnel, the need for consents, maintenance of licenses, financing and liability for historical risks.

Share deal

retains the legal entity along with contracts, debts and history

Asset deal

allows you to select assets, but requires a separate transfer of each right

JV / investment

links capital, management, deadlock, exit and minority protection

02

Due diligence responds to decisions, rather than collecting an archive

The review is structured around price, closing conditions, warranties and reimbursement mechanism. Corporate history, rights to an asset, significant contracts, legal and tax risks, financing, personnel, IP, real estate, compliance and the sanctions circuit turn into a decision matrix.

03

License and control do not always follow the asset

For an oil and gas project, the right to use subsoil, the terms of the license, the status of the site, project documentation and approvals are separately checked. When purchasing a bank or financial organization, the requirements of the Bank of Russia for the acquirer, control, business reputation, sources of funds and group disclosure are analyzed.

We do not assume that a change of owner automatically preserves the entire regulatory perimeter: every permit, license and consent is included in the transaction map.

04

Documents distribute risk in a measurable way

Price adjustment, locked-box, escrow, holdback, indemnity and warranty package are selected for a specific risk, and are not inserted from a universal template.

05

Agreements become terms of the deal

We check corporate approvals, economic concentration, strategic companies, foreign investments, banking and industry permits. The long-stop date, duty to cooperate, standard of effort, allocation of costs, and consequences of agency failure are expressly stated in the contract.

06

Closing - controlled sequence

1. 01
   Conditions precedent

   Consents, restructuring, documents and the absence of prohibitions.

2. 02
   Funds flow

   Price, escrow, retention, debt repayment and bank confirmations.

3. 03
   Transfer

   Registers, registrars, notary, deeds and change of control.

4. 04
   Post-closing

   Notifications, integration, release security and deferred obligations.

07

Experience in complex and regulated assets

The total value of transactions for the sale of assets, which were accompanied by our lawyers, exceeds 80 billion rubles. The perimeter included oil fields and associated mineral licenses, financial institutions and banks, and other corporate assets.

08

What you need at the start

• 01

  Purpose of the transaction, asset and proposed structure.

• 02

  Parties, Beneficiaries and Funders.

• 03

  Valuation, price range and payment mechanism.

• 04

  Licenses, permits and key agreements.

• 05

  Desired schedule and commercial red lines.

• 06

  Known risks and previous audits of the asset.