Legal support of deals and investment projects

One of the core service lines of Branan Legal is the legal support of deals (e.g. M&A deals) and investment projects (innovative and venture projects).

In most cases, the Branan Legal project team starts working on a project as early as the stage of determining the business objectives of the project (deal), which enables us to carry out the comprehensive assessment of all the risks of the project and to take into consideration financial and organisational aspects of the deal.

When rendering support to investment projects, we pay special attention to the following aspects:

• elaboration of the strategy and the schemes for raising finance (in terms of legal and tax risks, cost, timing and other parameters);
• selection of the optimal scheme (including issue of shares or bonds, sale of assets, debt financing, project financing, etc.);
• preparation and implementation of the finance raising schedules, identification of potential problems and risks related to implementation of the project;
• control over compliance with the finance raising schedules;
• elaboration of a complete set of documents for implementation of a project, including:
• basic terms of financing (term-sheet) for investment agreements, purchase and sale contracts, supply contracts, pledge/collateral agreements and other agreements with all the participants in the project (investors, banks, pledgors, account operators, management companies);
• foundation documents of newly established companies (SPV):
• shareholders’/participants’ agreements.

Our key competencies in supporting deals and investment projects are the following:

• elaboration of the legal, organisational and financial scheme for acquisition or sale of assets or shares;
• detailed elaboration of alternative schemes for acquisition of assets, preparation of proposals on selection of the optimal scheme;
• recommendations on the use of a foreign jurisdiction (foreign law) in a deal, consulting on the issue of selection of the optimal offshore jurisdiction;
• elaboration of a detailed deal implementation schedule, including legal, corporate and organisational procedures;
• carrying out comprehensive legal expert examination and due diligence with respect to the assets to be acquired (including shares, participatory interests, immovable and movable property, intellectual property items), recommendations on elimination or mitigation of the identified risks, control over implementation of the arrangements for risk elimination or mitigation;
• preparation of all documents necessary for implementation of a deal (project), including principal terms of conclusion of a deal, purchase and sale contract, shareholders’ (participants’) agreements, option agreements, etc.;
• control over compliance with the deal schedule, performance of the project manager functions;
• control over performance of the deal by the parties, including the obligations of payment and transfer of assets;
• elaboration of the finance raising schemes for the purpose of commercialisation of developments and technologies;
• preparation of a complete set of documents for implementation of a project, including preparation of principal terms of financing (term-sheets); preparation of agreements, purchase and sale contracts, supply contracts, pledge/collateral agreements and other agreements with all the participants in the project (investors, banks, pledgors, account operators, management companies); elaboration of the foundation documents of newly established companies;
• structuring of deals with due account for the venture nature of investments;
• elaboration of the algorithm for projects structuring and closing;
• support to arrangements for obtaining required corporate consents and approvals.

The projects for legal support to deals and investment projects implemented with participation of the members of our team include the following:

• structuring deals within the framework of the projects for establishment of the Sarov techno park and the SIGMA multi-disciplinary nanotechnology center;
• support to the project for establishment of the Penza center for commercialisation of nanotechnologies;
• legal support to the project for establishment of the Northwest Nanotechnology Center;
• support to deals for attracting investment to generating companies (subsidiaries) of OAO RAO «UES of Russia»;
• acquisition of regional companies in the course of establishment of CTC MEDIA Group of Companies;
• acquisition of companies for implementation of projects for construction of residential buildings by Housing Capital Group of Companies;
• search, examination and selection of innovative projects and developments with the purpose of commercialisation thereof and launching commercial production; legal, financial and commercial examination of the selected projects in the interests of the EBRD;
• assistance to InPromFinGroup LLC in raising finance for construction of a factory for manufacture of Ivolga EK-12 ground effect vehicles;
• determining the requirements on and the criteria for selection of a private investor-operator and management of the investor selection process for the purposes of establishment of the public-private partnership for management of Gorvodokanal State Unitary Enterprise, the Rostov-on-Don Administration.