Corporate Law and M&A

We developed a deal structure that allowed the client to receive a guaranteed payment for the sale of a group of companies (the Russian Federation, the UAE, and Cyprus), but at the same time maintain control over gaming projects that he had previously implemented, but this time within the holding. As a result of the negotiations, it was possible, among other things, to eliminate unfavorable conditions for the client regarding the client's extended liability limits and to narrow down the client's range of representations.

We drew up a binding termsheet, which recorded the parties' agreements in principle on the terms of the deal, on the distribution of shares in the new company, on the procedure for transferring software, on the criteria for the successful commercialization of software and on the consequences of failure to achieve success.

We developed an optimal corporate structure for the client, helped to effectively distribute assets between legal entities in the UAE and the Russian Federation, and provided the client with the opportunity to apply an income tax benefit under the IP-BOX regime in the UAE.

We prepared a tax forecast for two related companies — a holding company and an operating company, which assessed the tax consequences of different ways of structuring a business and adjusting cash flows. We have prepared a map for minimizing tax risks and the risks of losing corporate control. Based on the results of the analysis, we prepared a set of contractual instruments to protect investor interests (options, SHA, amendments to the Charter).

We analyzed jurisdictions that are suitable for incorporating legal entities, developed the internal structure of the fund (distributed areas of responsibility between each participant and created protection mechanisms for beneficiaries and their heirs), the fund's charter, corporate agreement and nominal service agreement, contributed company shares to the fund and opened a bank account.