MERGERS AND ACQUISITIONS

Lawyers of GLS have considerable experience in advising on private acquisitions and disposals of a company shares and assets across a broad range of sectors, including: oil and gas exploration and production, mining industry, production and distribution of consumer products, telecommunication, manufacturing and sale of pharmaceutical products, hotels and hospitality, property management, banking and financial services, brokerage and investment bank services, gas transportation, aviation, transport and logistics, marine and railroad transportation services.

We advised on deals for selling and buying different type of assets, including joint venture companies, subsoil users, license holders, state owned entities, companies with state investment contracts and registered in a special economic zone, media owners, strategic assets, companies regulated by antimonopoly agencies, assets owned by development banks, private equity funds and venture funds. Certain transactions implemented through stock exchanges, auction and electronic market place.

We advise buyers and sellers on international contracts to be registered with state agency and on transactions for purchasing and selling shares of a foreign company and the other assets located abroad.

The types of M&A matters in which our lawyers engage cover the full spectrum of negotiated and contested situations, including:

We deliver the full range of services which apply to the M&A transactions, including assisting in the following matters and issues:

Fulfilment of condition precedents
Transaction taxation
Payment terms and conditions
Obtainment of state and corporate
permits and consents
Settlement of loans, indebtedness and collateral matters

Transfer of intellectual property rights
Extraction of non-selling assets
Exit of minority shareholders
Transfer of employees
Registration transfer of shares and property
Closing of a deal

We have formed an M&A deal alliance consisting of leading professionals, including tax, accountancy and appraisal experts, so for each M&A transaction we can assemble a tailor made single integrated team of experts, who have the best expertise and contacts in each practice area for that particular deal. In case of a cross-border transactions or involvement of a foreign element we also maintain working relationships with the law firms and freelance lawyers in Southeast Asia, Europe, and United States.

We handle our cases based on traditional hourly rate and alternative fee arrangements such as fixed fees per phase or success fees.

Accelerated sale and purchase services

Sometimes, due to various reasons, in implementing sale/purchase of a company or assets deal, a legal consultant is employed to accomplish only certain part of the transaction.

In this regard, GLS offers the following short-term services:

Transaction structuring, with or without providing legal and tax consequences of transaction analysis and report
Accelerated legal due diligence
Drafting transaction agreements and other documents
Advising on tax and other related issues
Consulting on regulatory consents and permits
Obtainment of state consents and permits

In GLS standardized and applied three different models for conducting due diligence, depending on a deal nature, company activity and budget assigned for legal due diligence.

Multiyear practice of GLS’ lawyers in corporate law enables us to collect and maintain templates of documents applicable to virtually every form of a company and asset sale and purchase transaction, including carried out in certain foreign jurisdictions, such as share sale and purchase agreement, share subscription agreement, shareholders’ agreement, guarantee agreement, escrow agreement, loan and asset pledge agreement, samples of management decisions, notifications of creditors and shareholders.