Legal Due Diligence conducted by our specialists provides you with comprehensive and reliable information about the key aspects of the planned transaction.

As a result of Legal Due Diligence you get:

• Objective data for strategic decision-making
• Recommendations on minimizing the risks of financial losses
• Strengthening your position in negotiations with your counterparties
• Reduction of project implementation costs

Legal Due Diligence enables you to ensure that:

• All assets that you expect to purchase belong to the seller and are not encumbered by any rights of third parties
• The company that you intend to acquire has all the necessary licenses and permits to carry out the relevant activities
• The company's activities have not resulted in any violations that may give rise to administrative or criminal liability

Within the framework of Legal Due Diligence our specialists research and review:

• Incorporation procedures, constituent and internal documents of the company
• Corporate structure of the business, including branches and representative offices
• Rights to immovable property, including land
• Rights to movable property crucial to the company's activities
• Rights to shares/stock in other enterprises
• Rights to intangible assets of the company
• Foreign economic activity of the company
• Contractual work of the company
• Labor relations within the company
• The right of the company to engage in a particular activity
• Claims brought by third parties against the company
• Litigation involving the company

The result of Legal Due Diligence is a detailed report containing an extensive description of the state of the business or asset and a list of identified risks with recommendations for their minimization.

Legal Due Diligence can be carried out in respect of remotely located companies by using a data room or by uploading documents to dedicated file-sharing servers.

INFRALEX team has unique experience in providing extensive support to reorganization of large holding companies with a complex corporate structure, vast personnel numbers, large number of counterparties, assets and property objects, including foreign assets and property.

INFRALEX can provide the following services to support reorganization:

• Legal due diligence in respect of assets, property, contracts, intellectual rights
• Development and alignment of the envisioned corporate structure with the goals and objectives of the client, statutory requirements and identified risks
• Development of the reorganization schedule
• Preparation of corporate and issue documents
• Providing advice on ongoing issues arising during the reorganization process, including preparation of legal positions and documents in respect of labor relations and relations with business partners
• Representing the client before the courts in disputes related to reorganization
• Advice on the registration of assets in the name of the successor

INFRALEX is distinguished by our integrated approach to M&A transaction support. We analyze risks and offer you solutions for the entire range of issues arising in the process of preparation and implementation of share sale and purchase transactions, including:

• Structuring the transactions
• Development of a schedule for the conduct and closing of the transaction, agreement on the terms of the agreement/protocol of intent (terms sheets, MoU, LOI, etc.)
• Legal Due Diligence of acquired companies’ activities and assets
• Assembling a complete package of legal documentation for the transaction taking into account the settlement of intellectual rights, land and property relations, currency and customs aspects of the transaction, tax planning, including cross-border tax issues
• Preparation of documents for approval of the transactions by the FAS of Russia and the Government Commission
• Participation in negotiations on behalf of the client, including engagement with consultants of the counterparty
• Organizational support of the negotiation process (drafting agenda and minutes, consolidation of agreements reached by protocols/tables of differences, etc.)
• Providing support for carrying out and closing the transaction, recording of the fulfillment of obligations assumed by the parties

INFRALEX lawyers have deep expertise and experience in complex projects that involve creation of comprehensive corporate structures, including:

• Development and coordination of approaches to the envisioned corporate structure, taking into account the client's goals and objectives as well as potential risks
• Development and coordination of a plan to form the envisioned corporate structure
• Participation in negotiations, including engagement with counterparty consultants
• Organizational support of the negotiation process (drafting agenda and minutes, consolidation of agreements reached by protocols/tables of differences, etc.)
• Assembling the complete legal documentation package (incorporation/establishment agreements, founding documents, joint-stock agreements, options, etc.) taking into account the settlement of intellectual rights, land and property relations, tax planning, including cross-border tax issues (in partnership with specialists from other practices of INFRALEX)
• Preparation of documents for approval of transactions by the FAS of Russia and the Government Commission
• Legal support for the creation of the comprehensive corporate structure and the development of the corporate governance procedure (drafting internal regulations of management and control bodies, etc.)

INFRALEX lawyers advise clients on complex corporate governance issues and provide support for corporate procedures, including:

• Development and coordination of solutions to corporate governance optimization
• Drafting corporate documents and internal regulations in order to develop the corporate governance system in accordance with the statutory requirements, as well as the interests of the shareholders and investors
• Monitoring compliance with corporate procedures (negotiation of transactions, appointments, holding of shareholder meetings, disclosure of information, etc.)
• Control of authority of top management and employees
• Creation and maintenance of assets ownership map (control of assets availability, notification of changes in their condition)

INFRALEX lawyers provide extensive support related to issuance and circulation of securities:

• Identification of legal risks that may prevent the issuance of securities
• Drafting issuance documents
• Support for state registration of securities issuance and placement
• Participation in legal proceedings involving infringement of the rights of holders of securities
• Invalidation of the securities issuance
• Appeal against recordal (refusal to record) of entries in the shareholders' register;
• Restoration of rights on lost securities
• Appeal against refusal of state registration of securities issuance
• Civil claims related to the circulation of securities
• Claims of holders of securities against the issuer on the protection of rights enshrined in securities
• Claims of investors against the issuer for damages arising as a result of unreliable securities prospectus information

INFRALEX lawyers advise clients on resolving corporate conflicts, including:

• Developing solutions taking into account the balance of interests of the parties to the conflict
• Organization and conduct of negotiations, including formation of a negotiating group, drafting agendas, minutes and non-concurrence statements, recordal of conditions and interim agreements of the parties
• Preparation and approval of the complete set of documentation based on the agreements of the parties
• Providing support for the execution of the documents recording the reached agreements by the parties