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About team
We support our clients throughout a deal life cycle, help to make the right decisions, mitigate risks and save time. Acquiring or disposing of a company, its part or any assets, negotiating with a potential partner, restructuring the business, looking out for opportunities to finance a deal or investment projects, measuring the enterprise value or conducting the valuation of any tangible and intangible assets or financial instruments – this is by no means an exhaustive list of issues that our deals practice helps its clients to address.
Why TeDo?
- 300+employees
- 350+projects per year
-
Professional client support throughout all stages of asset acquisitions and exits
M&A preparation
- Determining acquisition / disposal strategy
- Determining potential targets / investors
- Managing the transaction process
Pre-sale preparation
- Vendor assistance (due diligence during pre-sale preparation)
- Vendor due diligence (sell-side due diligence)
Buy-side due diligence of the
target
target
target Financial, tax, commercial, legal, HR, technical, environmental, IT, integrity and affiliation due diligence
Negotiations and preparation of transaction documents
- Selecting a pricing mechanism
- Transaction documents
- Financial and tax aspects of SPA
- Preparing for negotiations
M&A preparation
Developing the best target acquisition structure including selecting the tax jurisdiction, tax structure efficiency improvement options, etc.
Value measurement
- Enterprise value and shareholder equity measurement
- Financial modelling
- Real estate valuation
- IA, machinery and equipment valuation
- Purchase price allocation (PPA)
Finance raising support
- Valuation of shares / ownership interests / real estates to be pledged as collateral with banks
- Structuring assistance
- Finance raising support
Post-deal support
- Integration
- Estimation of synergies
- Operations improvement
- РРА
Crisis analysis of financial and operational performance upon change of control
Business analysis for potential fraud (damage) including illegal payments and asset stripping
The business target due diligence and market environment analysis to make
a decision on the deal
Sheds light on the transaction strategic aspects, key industry peculiarities, the target company positioning in the market, competitive environment and growth prospects.
Risks of non-achievement of projected product sales in volume and value terms.
Resulting revenue indicators of the target might be the basis for the purchase price determination.
Risks of non-achievement of projected product sales in volume and value terms.
Resulting revenue indicators of the target might be the basis for the purchase price determination.
Risk of incorrect purchase price.
Risk that the deal will not meet expectations for the financial performance / deal value measurement.
Risk of obligations or loss of assets not considered in the estimation of the deal value.
Financial risks related to the business management.
Risk of obligations or loss of assets not considered in the estimation of the deal value.
Financial risks related to the business management.
Risk of loss of the title to shares/stock, key assets, risks of business interruption due to the regulatory non-compliance, risks of commitment breaches and new commitments in case of the transaction.
Risk of cash outflow due to additional tax liabilities and risk of ineligibility for tax benefits.
Reputational risks.
Risks of siphoning funds through companies affiliated with employees.
Risks of siphoning funds through companies affiliated with employees.
Risk that the company’s IT assets might be targeted by sanctions.
Risk that the company’s IT assets and processes might require additional investment due to the IT function inadequate maturity and/or effectiveness.
Risk that the company’s IT assets and processes might require additional investment due to the IT function inadequate maturity and/or effectiveness.
Risk of loss of key people and overall churn.
Risk of ineffective payroll costs.
Risk of declining business efficiency and effectiveness.
Risk of ineffective payroll costs.
Risk of declining business efficiency and effectiveness.
Risks of business interruptions due to regulatory non-compliance, and risks of financial claims that might impact the purchase price.
Risks of non-compliance with city planning, sanitary, fire safety and environmental standards, land plot encumbrance, physical wear and tear of buildings and utility systems.
Risks of operational sustainability: obsolete or incomplete equipment, non-proven technology, low energy efficiency and underestimated capital expenditures increase operating expenses and reduce the reliability and competitiveness of the asset.
Risks of operational sustainability: obsolete or incomplete equipment, non-proven technology, low energy efficiency and underestimated capital expenditures increase operating expenses and reduce the reliability and competitiveness of the asset.
Legal Services for Investors
- Consulting investors on choosing the best legal mechanisms of entry to the Russian market
- Supporting the process of forming joint ventures with Russian partners
- M&A support (structuring acquisitions or establishment of Russian subsidiaries including the corporate form choice)
- Drawing up investment related contracts and negotiations support
- Structuring intellectual property rights agreements
- Consulting on regulatory issues (including anti-trust, currency and sanctions laws)
- Consulting on government support measures for investment projects, applying for government grants and benefits for investors, supporting the process of investment project approval by the government authorities
- Dispute resolution support in courts and commercial arbitration
Legal Support of Deals
- Deal structuring including purchases and sales of businesses and real estate properties (share/asset deals), leases, joint venture creation and business restructuring
- Providing pre-deal support, preparing and agreeing on key terms and conditions of the deal (term sheets, LOI, MOU)
- Due diligence of the target and assets, identifying transaction restrictions
- Preparation of transaction documents, negotiations supports and deal closing
- Supporting an application for a transaction approval by the government
- Post-deal asset integration services
- Consulting on deal execution
Business Registration and Overall Corporate Support (business management and corporate secretary services)
- Consulting on business registration
- Preparation of documents and registration procedures management
- General corporate affairs support
- Winding up procedures
Construction and Infrastructure Project Support
- Analysis of opportunities and constraints for an investment project construction (zoning, types of permissible use of land plots)
- Development of contracting strategy and distribution of construction project risks
- Tender procedures support
- Preparation of draft contracts (including using FIDIC forms)
- Consulting on issues arising in the construction project implementation
- Infrastructure project support (choosing the corporate form, support during negotiations with banks and engagement with government authorities)
Employment and Immigration Law
- Relocation of employees in and outside Russia and employment structuring in Russia
- Work permits
- Immigration control registration
- Support in communications with Russian immigration authorities