What the service includes
An M&A transaction is more than signing a sale and purchase agreement. Due diligence, structuring the deal, clearance from the antimonopoly authority where required, and escrow settlements: each stage carries its own risks if it is skipped or done as a formality.
We handle transactions ranging from several tens of millions of roubles to hundreds of millions of dollars; our portfolio includes advising on the sale of a holding company for $540 million. We act for both buyers and sellers.
On the basis of due diligence, we prepare not just a report listing risks but a matrix in which every risk identified is tied to a specific protective mechanism in the contract, from a price adjustment to a dedicated escrow account for that risk. We also work through the post-closing period separately: transitional management, the handover of key employees and counterparties, and access to the company’s operating systems. If the structure of the deal has a foreign element, we calculate in advance the currency restrictions and beneficial ownership disclosure requirements.
What the service includes:
Who it is for
The situations clients most often bring to us on this topic.
How we work
A fixed fee and a clear plan of action, agreed before work begins. The timeframes below are indicative and depend on the complexity of the case.
Due diligence
We review the target company’s assets, documents, and litigation and tax risks before any money changes hands. Timeframe: 2-6 weeks.
Structuring the deal
We choose the best structure for your situation: a direct purchase of shares, a merger or a phased deal. Timeframe: 1-2 weeks.
Negotiations and documents
We prepare and negotiate the sale and purchase agreement, the shareholders’ agreement, and the parties’ warranties and representations. Timeframe: 2-4 weeks.
Closing the deal
We support escrow settlements and the registration of changes, through to the actual transfer of control. Timeframe: 1-2 weeks.
What you will need at the start
We confirm the exact list for your situation at the consultation. This is a guide so that you arrive at the first meeting prepared.
Key figures
Experience in this practice area specifically, not in practice as a whole.
Common mistakes
Box-ticking due diligence. A party to the deal limits itself to a superficial check of the counterparty and does not request the history of corporate disputes and encumbrances, so that hidden liabilities or contested assets surface after closing.
Sanctions risks assessed too late. The structure of the deal is agreed before restrictions on controlled persons and the need for antimonopoly clearance have been checked, and as a result closing is derailed or postponed indefinitely.
No clear mechanism for the seller’s liability. The agreement for the sale of a stake or an asset contains no properly developed representations and no procedure for applying them, so the buyer is left without real leverage if, after the deal, discrepancies emerge between the stated and actual state of the business.
What you get
A due diligence report with a risk matrix. Every risk identified is tied to a specific protective mechanism instead of being left as a general caveat.
An agreement with seller warranties that work. The liability and representation terms are drafted so that they can actually be enforced.
FAS clearance where required. The transaction passes antimonopoly control without delaying closing.
Control over the transition period. The terms for handing over management, employees and access to the company’s operating systems are set out.
Related
Frequently asked questions
How much does due diligence before a transaction cost?+
It depends on the scale of the transaction and the depth of the review, and is discussed individually once we have reviewed the structure of the target company.
Is FAS clearance needed for every M&A transaction?+
No, only if the transaction meets the thresholds under antimonopoly legislation, and we look at this at the very earliest stage.
What is an escrow settlement and why is it needed?+
It is a way of protecting both parties: the money is paid into a special account and released to the seller only once the agreed conditions have been met.
Do you handle transactions between Russian and foreign companies?+
Yes, this is a separate area of our practice. We support transactions with an international element, taking into account the requirements of every jurisdiction involved.
How should a transaction be structured if some of the assets are abroad?+
We build the structure with the currency and sanctions regulation of each jurisdiction in mind, so that the transaction does not stall at the stage of transferring rights or settling between the parties.
Is antimonopoly clearance needed for a particular transaction?+
We analyse the figures of the parties and the market as early as the structuring stage, so that we know in advance whether FAS clearance will be required and how much time to allow for it before signing.