PRACTICES

Corporate Law / M&A

Mergers and acquisitions

Venture financing

Joint ventures

Corporate governance

Government approvals

Mergers and acquisitions
Government approvals
Joint ventures
Corporate governance
Venture financing

Corporate Law and M&A is one of the core practices in Lex Borealis, where we engage to structure and support comprehensive Russian and international transactions.

Skilled in-house English and Cyprus law experts as well as an extensive network of correspondent firms enable us to review and support investment projects under any jurisdiction.

100+ major M&A transactions and dozens of reviewed investment projects (venture, debt financing, private equity) in multiple jurisdictions, including USA, EU, Saudi Arabia, UAE, and more.

Supporting an acquisition of the Russian division in a global tobacco company worth approximately RUB 50 billion (structuring, acquisition documentation, loan collateral documentation, government commission, etc.).
Advising owners in the sale of a flex fiber manufacturing facility to Technonikol at approximately RUB 1.5 billion. Drafting transactional documents (sale and purchase agreement, representations and warranties, disclosure letters, sureties, letters of credit, etc.), negotiations, transaction closing.
Supporting venture financing of approximately RUB 600 million from a Russian fund on behalf of an AFK Sistema subsidiary. Negotiations and SHA approval with the investor (including elaboration and agreement of the preemptive rights implementation mechanisms, drag along, tag along, deadlock resolution, approval of the company's board of directors and members transactions) and a new version of the charter.
View more projects
Legal due diligence of a Russian developer A-101 in connection with its acquisition by Inteko group, including a legal examination of 38 companies of the A-101 group, its development projects, as well as the companies’ rights to land plots in ownership in Moscow and the Moscow region with a total area of 24+ million sq. m. The acquisition by Inteko proved one of the largest transactions in the real estate market in 2015.
Full support to Fleming Family & Partners (currently GHP Group) selling multiple warehouse complexes in Tomilino village (the Moscow region). Development and coordination of share sale and purchase agreements with buyers based on the English / Cyprus law (disclosure letters, warranties and indemnity, etc.), closing support.
Representing Torro Grill beneficiaries selling 100% shares of Global Foods, a leader in wholesale food sales in Russia, to the Transgourme group, supporting through all stages, from due diligence and through to closing.
Advising Praxair, the largest manufacturer of liquefied industrial gases and air separation units, acquiring 100% shares of a Russian company owning the Volzhsky Azot liquefied industrial gas plant in the Volgograd region, from the Sibur - Russian Tires group of companies, including legal due diligence.
Supporting the sale of a 70% stake in one of the leading Ukrainian retailers Brocard to one of the largest market players from Russia – L’etual, amounting to about 200 million Euros; structuring and implementing joint venture mechanisms for network management.
Structuring and supporting the creation of a joint venture to manage and grow a cafe network, involving two largest restaurant chains – an international restaurant holding with 100+ outlets under ownership and management, and a Russian chain of chillout restaurants, with USD 10 million in initial investment.
Representing Sbarro Rus in a transaction to raise financing from Alfa-Bank through a subscription to shares at the Cypriot holding company level.
Representing Epidbiomed, a Russian holding company focusing on production and sale of pharmaceutical products, medical devices and equipment, establishing a joint venture with RUSNANO to build a nano-technology based factory for biotechnological products with RUB 4 billion in investments.
Representing a division of the Swedish fund 11 Real Asset Fund AB selling a Russian company that owned a development project in Moscow for approximately USD 15 million.
Representing an international restaurant holding in a project to create a joint venture with an international fund to develop and manage a major food market in Moscow. The acquisition cost and the volume of investments amounted to about RUB 1.2 billion.
Advising an affiliated fund of the Japanese bank Hokkaidobank regarding a joint venture in Russia to build and manage greenhouses in the Russian Far East.
Advising a Japanese investment company to establish a joint venture for residential real estate management.
Advising Russian businessmen, including the owner of the Moscow restaurants FAQ-cafe and ArteFAQ, acquiring 100% of the Geocafe restaurant. Subsequently, we supported the asset sale to the Russian restaurant chain Unlock.cafe.
Supporting the acquisition of a stake in a large Russian regional insurance company by a major international banking group, including legal due diligence and drafting an opinion, transaction structuring, advising on licensing and operating standards compliance.
Full legal support of a deal with an individual selling a stake in one of the large Russian investment companies TKB Capital.
Representing members of a Russian consulting company focused on oil and gas, as part of drafting a corporate agreement, options for one of the members, and other necessary documents. Transaction documents are governed by Russian law.
Supporting a sale of a stake in one of the Russian investment companies by an individual to co-founders, amounting to about USD 2 million.
Advising a Russian technology company focused on foreign language learning on ESOP (employee stock option plan) under the BVI law.