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Advice on Acquisition of Coal Company

In the 2011-12 Nadmitov, Ivanov and Partners Law Firm represented the interests of a British Virgin Islands’ company in the acquisition of a controlling interest in a Russian coal company with a total value of US$300 million. The firm also advised on the further restructuring of the coal holding. This included a review of the share purchase agreement, work on the shareholders’ agreement and various other documents under English and Russian law.

Our firm has gained considerable experience in providing legal support in deals involving the sale and purchase of shares, shares and assets of Russian and foreign companies, in determining the best structure for deals and in participating in negotiations, conducting due diligence of the acquired assets, preparing applications for permits from the antitrust authorities, sales & purchase agreements, shareholders’ agreements, joint venture agreements, the issuance of shares and other capital transactions, and in advising on corporate restructuring according to both Russian and Foreign law.

We provide a wide range of services in the field of corporate law:

  • Legal support in M&A deals;
    • Legal structuring of deals;
    • Preparation of preliminary agreements (term sheet, memorandum of intention, memorandum of understanding), confidentiality agreements;
    • Preparation of share purchase agreements, share and asset agreements, subscription agreements, disclosure letters, escrow agreements, option agreements and all other necessary contractual documentation;
    • Conducting due diligence of the acquired stocks, shares and assets, the preparation of  requests for comprehensive audits;
  • Preparation of applications to the Russian FAS to obtain approval from the antimonopoly authorities;
  • Preparation of shareholders’ agreements;
  • Advice on corporate governance and information disclosure;
  • Advice on corporate restructuring;
  • Advice on the registration, reorganization and liquidation of legal entities, as well as in foreign jurisdictions;
  • Legal support in capital transactions and capital markets;
  • Legal support in the establishment and operation of non-profit organizations.

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