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.
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.