Mergers and acquisitions are long and complex transactions where mistakes are damaging. Our mission is to help you avoid costly errors, and our legal team places a strong emphasis on managing and reducing risks.

We offer professional legal assistance with every stage of preparing and taking part in M&A negotiations. We can work out the structure of the transaction, draft agreements and contracts, ensure control over parties fulfilling their liabilities and oversee the transfer of business management.

Our legal team has wide-ranging experience in establishing, managing and supporting M&A transactions, representing the interests of sellers, purchasers and management teams.

We have a particular specialization in agribusiness, agricultural storage and agricultural processing, and offer advanced services to firms in this industry.

To make sure M&A deals succeed, we form a project team comprising experts in corporate law, land-plot and real-estate rights, tax, antimonopoly procedures and bank loans. They work in close partnership with our auditors and financial consultants, since only a strong legal/financial team under the guidance of experienced partners can deliver success in M&A projects.

Structuring and supporting transactions

Any purchase or sale of a business is a time-consuming, multi-staged process that involves a vast array of legal documents.

Whether you are seeking to merge or acquire business, establish a joint business (with competitors, suppliers or customers), exit your business or sell it in whole or in part, the support of a committed, unified specialist team is indispensable.

We can support you both at the planning stage and during the actual transaction. We can put forward alternative ways to structure the deal, handle protocols, agreements, contracts for each participant, carry out and adjust valuations and find different ways of reducing or allocating risk.

The first stage is to ensure that all participants sign a confidentiality agreement and agree negotiation protocols.

Then, we draft an agreement describing the terms of the transaction and the liabilities of all the participants.

With the preliminary activities completed, and following approval of the transaction by a meeting of shareholders or participants, we oversee the creation of an agreement to join, merge, purchase or exchange the relevant shares or business parts.

Finally, the agreement can be executed, assets rights transferred and payments made.

Once the transfer of business management and completion of bail or guarantee is completed, the transaction can be closed.

BEFL’s partners and leading lawyers have detailed knowledge and in-depth understanding of every stage of the M&A process. Drawing on experience of hundreds of M&A deals, we offer recommendations that are both valuable and profitable.

Legal due diligence

If you are a potential investor, creditor or purchaser of a business (or part of its capital), or a shareholder who has delegated powers to hired managers, you should have a firm understanding of the following:

• the legitimacy of establishing a company and its business activity
• legal rights to shares or parts in the company
• property rights
• types and structure of liabilities
• the system of contractual relations with suppliers and contractors
• the legal aspects of relationships with senior managers and other key personnel
• regulatory requirements that should be met.

Our legal due diligence service will answer all these questions and more. Our key priority is pinpointing legal risks, appraising them and proposing a policy for managing and/or minimizing them.

Our legal team offers broad technical knowledge, proven research and analysis skills and access to the latest due-diligence technologies. Choosing BEFL guarantees that you will gain the clearest possible understanding of your target business’s operations in a legal context.

Antimonopoly procedures

In the interests of protecting competition, the state is vigilant in guarding against monopolies, improper competition and anti-competitive business practices. The antimonopoly law of the Russian Federation, as administered by the Federal Antimonopoly Service, is a complex set of regulations backed up by strict administrative sanctions for abuse.

Most companies and holding companies making acquisitions (in whole or in part) need to comply with antimonopoly legislation by submitting information to the authorities and ensuring they follow all relevant regulations. We can help you complete the transaction while avoiding all the potential pitfalls.

Our lawyers offer extensive experience of submitting information on groups of companies, drafting documents for submission to the Federal Antimonopoly Service and protecting Clients’ interests in the event that approval is not granted for the proposed M&A transaction.

In addition to handling many projects involving antimonopoly issues, we ensure we stay up to speed with changes in antimonopoly law by taking part in panel discussions with leading specialists from the Federal Antimonopoly Service.

Privatization

The state plays an active role in the M&A market. On the one hand, it takes stakes in new businesses, whether directly or indirectly. On the other hand, it sells shares of companies that are no longer actively involved in managing.

We can help you map out a strategy for co-operating with state bodies. We can represent your interests in negotiations with public bodies, analyze the terms of privatization deals, complete application forms, prepare offers and handle the payment of advance of deposits. Finally, we can participate in actions and ensure smooth transfer of purchased property rights.

In recent years, our lawyers have successfully realized a large number of major projects involving the purchase of majority and blocking stakes in joint-stock companies from the state at auctions. We were particularly proud of successfully protecting the interests of our Client who was eventually recognized as the winning bidder at re-tender.

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