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Advice on Sale of Coal Port

In November 2012 Nadmitov, Ivanov and Partners Law Firm advised represented the interests of a shareholder in the sale of a large share of the Cypriot holding company of a Russian company, an operator of a sea cargo terminal being constructed in the Russian Far East for a total value of USD 100 million. In particular, the services included the preparation and negotiation of a share purchase agreement governed by English law and the restructuring of a holding structure. Alexander Nadmitov and Sergei Lapin worked on the deal.

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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