RUSSIAN UPDATE – A Case Study Guide to M&A Transactions in Russia

Executive Summary:  Goltsblat BLP has published a Case Study Guide to M&A Transactions in Russia that covers the full M&A process in Russia, from the initial negotiations and heads of terms, right the way through to completion and post-completion matters. Some of the highlights include:

  • Preparation for sale, negotiating the initial terms and forming the deal teams.
  • Properly scoping the due diligence process; carrying this out effectively; critically analysing the results and acting on them.
  • Structuring the deal and dealing with complex multi-jurisdictional transactions.
  • Negotiating the principle transaction documents, understanding the points for compromise and the areas of risk.
  • Successfully navigating the deal execution and deal completion processes; avoiding last minute surprises.
  • Post-completion integration and crisis-management, should the unexpected arise.

Goltsblat’s Case Study Guide to M&A Transactions in Russia sets out a Case Study of a typical acquisition and joint venture of a Russian business. It is aimed at both lawyers and non-lawyers and also at both experienced M&A practitioners and those with little or no experience. In order to cover such a wide readership we have therefore set out the background information and basic concepts of an M&A deal at each stage of our guide and then added to this practical tips and guidance, points to watch out for and ideas on some of the different negotiating positions that can be taken. Wherever relevant we have included Russia-specific practical guidance. The guide therefore also represents a series of case studies of some of our collective knowledge and experience, based on years of tough negotiating sessions, late night completion meetings and lots of colourful memories along the way!

In many ways, now is the ideal time to produce a guide of this nature. At the height of the economic boom, many deals relating to Russia were carried out under foreign governing laws and using offshore corporate structures, all too often with insufficient understanding of how the rights and obligations of the parties might be applied or enforced in practice, in the event of a dispute. One result of the prevailing financial crisis has been to expose the problems and weaknesses inherent in such transaction structures in cases where insufficient attention was paid to their relationship with Russian laws and the practicalities of enforcement here on the ground in Russia. Although this Case Study guide cannot possibly give all the answers in the space available, it aims to address some of those issues in a practical way.

Click here for the Foreword and Table of Contents.