Corporate Practice and M&A
We develop optimal corporate governance structures, support mergers and acquisitions (M&A) transactions, structure assets, and prepare necessary corporate documents, minimizing risks for all parties involved.
Exit from the international HoReCa group
C Cases has been approached by participants in HoReCa projects who needed to formalize their partnership arrangements through corporate agreements and related corporate documentation. The team's task is to establish rules for business management, role distribution, funding procedures, expense control, key decision-making, profit distribution, and partner exit strategies.
The C Cases team developed corporate agreements tailored to the specific business model and the arrangements between the partners.
As part of these projects, the team defined the roles of investors, operational partners, and managing participants; outlined funding procedures, including investments, loans, and the return of capital; developed profit distribution rules; identified decisions requiring unanimous approval; and established restrictions on share transfers, exit procedures, and the consequences of breaching agreements.
Mechanisms for monitoring expenses, accounting, and cash flow were developed separately, along with provisions regarding confidentiality, partnership ethics, liability, and deadlock resolution.
Exit from a HoReCa business group and currency risks
The client, C Cases, was exiting a group of companies operating in the HoReCa sector in Russia and the UAE. The deal required not only the preparation of a sale and purchase agreement but also comprehensive structuring: negotiating key exit terms, a complex payment mechanism, a currency corridor, the allocation of currency risks, conditions precedent, and security instruments. The team's task was to guide the client through the entire process—from preliminary agreements and negotiations to document preparation and deal closing.
The C Cases team provided turnkey support for the transaction.
As part of the project, the team:
- prepared a letter of intent outlining the framework for the future deal;
- developed a sale and purchase agreement with a complex payment structure;
- worked out terms regarding the currency corridor, currency risks, and conditions precedent;
- prepared guarantee agreements to ensure the fulfillment of obligations;
- participated in negotiations and defended the client's commercial and legal position;
- coordinated documents with the parties to the transaction and managed communications regarding notarization.
The team paid special attention to ensuring that the documents reflected the actual economics of the deal and protected the client against risks of non-payment, exchange rate fluctuations, failure to close, and non-performance by the other party.
Regional Medical Laboratory (NDA)
15 million ₽
Comprehensive transaction support (risk analysis, negotiation management, drafting of essential documents) for the client's acquisition of a stake in a medical enterprise during insolvency proceedings.
Multi-layered real estate transaction: synchronizing the interests of the buyer, seller, and bank
The client planned to acquire a non-residential building and a land plot by purchasing corporate control over the SPV that owned the asset. The transaction was multi-layered, involving the buyer, seller, creditor bank, investors, and the property-owning company. The financing was combined: part of the funds was contributed by investors, and part was raised through a bank using a letter of credit and a bank guarantee.
The C Cases team developed the transaction structure and a step-by-step implementation plan. For the corporate aspect, they established the framework for the involvement of the SPV, investors, and the property-owning company, outlining the procedure for acquiring shares, changing corporate control, replacing the sole executive body, and subsequent corporate actions. For the financial aspect, they worked out the combination of investors' own funds and bank financing, the mechanics of the letter of credit and bank guarantee, as well as security instruments such as pledging of shares and a mortgage on the asset. Separately, they prepared a report on tax risks and addressed the implications of using an earnest money deposit and a security payment. Concurrently, they prepared a list of documents for the legal due diligence of the property-owning company and drafts of the main documents for launching and executing the transaction.