Lawyer in M&A - rate 101904 rub. from Moscow Digital School, training 4 months, Date: December 7, 2023.
Miscellaneous / / December 07, 2023
The number of announced M&A deals worldwide exceeded 62,000 in 2021, up 24% from the previous year. Experts from the IB Strategic Advisory Team of Raiffeisen Bank believe that mergers and acquisitions will become an important tool for increasing the capitalization of companies in 2022.
In order for an M&A transaction to become justified for a company, it is necessary to enlist the support of a professional lawyer with the appropriate specialization. Therefore, such lawyers are highly valued in the labor market (according to HH.ru, the salary of a lawyer in this area starts from 250,000 rubles).
Company lawyers
You will learn to support M&A transactions at all stages. The salaries of lawyers specializing in M&A are significantly higher than the market average. And given the trends towards business consolidation, this specialization is becoming increasingly in demand.
Legal and consulting companies, lawyers
The market needs specialists with deep knowledge of structuring M&A transactions taking into account the interests of the client. This is a very profitable and interesting area from the point of view of legal business.
For managers and business owners
It is important for entrepreneurs to understand the nuances of structuring M&A transactions when making strategic decisions. The course will help you understand what tasks need to be delegated to lawyers and evaluate the proposed structures for structuring an M&A transaction, rather than blindly trusting what is offered to you.
For students
Gain knowledge in one of the most promising areas of jurisprudence and build a successful career. Take care of your future now.
During his time at EY, he worked in successful projects that were included in the TOP 10 transactions in 2018-2020.
Conducted assessments for the largest companies from the sectors O&G, Mining, Banks, Non-State Pension Funds, Leasing
Took an active part in raising financing for O&G and Leasing enterprises
Conducted due-diligence of a large fund and a bank, as well as restructuring of an asset portfolio to increase profitability and comply with regulatory requirements
In 2020 closed three transactions to open a JV with Swiss manufacturers in urban infrastructure, mezzanine and bridge financing in the Mining industry, as well as in the field of PPP and transport infrastructure
Participated in non-standard transactions and structuring the purchase of shares, provision of financing (for example, special situations, free-carry, etc.)
During my studies I received an individual scholarship from PJSC Gazprombank
Received more than three additional government scholarships for scientific research
TOP 5 in the university ranking throughout the entire period of study
Associate Professor at the National Research University Higher School of Economics, Candidate of Legal Sciences, Academic director of the master's program "LegalTech", teaches the discipline "Legal Design"
Partner in the IP/IT practice, Tomashevskaya and Partners. Practicing lawyer in the field of information technology and intellectual property. Recommended by Best Lawyers and Pravo.ru-300 ratings as one of the leading Russian lawyers in the field of technology regulation. In 2020, he won the Digital Lawyer of the Year award.
Professional path
2022 – present
Co-founder of the law firm “D&A partners”
2019 – 2022
Law office "Ivanyan and Partners"
Partner, Head of Antitrust Law Practice
2013 – 2019
Legal group "Yakovlev and Partners"
Partner
Education
2021 MIT Sloan School of Management
Course “Digitalization of Business”
2016 – 2019
King's College London, UK
PGD Competition Law of the European Union
Cambridge University, UK
Course "EU Competition Law"
Academy of European Law (ERA), Germany
Course “Public procurement in the EU”
2003 – 2008
Ural State Law University
Lawyer, diploma with honors
Ekaterina Smirnova has significant experience in matters of antitrust law and order placement. Over 13 years of practice in legal consulting, she has repeatedly represented the interests of major companies in cases of anti-competitive agreements (including cartels and agreements with authorities), abuse of dominant position, developed provisions on procurement for companies with state participation, represented the interests of clients in the Federal Antimonopoly Service of Russia and in courts in disputes with state organs. Ekaterina also coordinates transactions that require control with the antimonopoly authority economic concentration, participates in the creation, structuring and mitigation of antitrust risks digital platforms.
He is a member of the Association of Antimonopoly Experts. Awarded a certificate of honor from the Federal Antimonopoly Service of Russia for her contribution to the development of competition.
Module 1. Basic issues of M&A transactions
Concept of M&A transaction
Stages of the transaction. Implementation deadlines
Basic documents for the transaction
Parties. Seller and buyer - approach to the transaction from different sides
The acquired company - does the process of preparation and implementation of the transaction depend on it? Features of transactions for the acquisition/sale of shares of public companies
Consultants (financial, legal, technical, others);
Process administration
Conducting a comprehensive legal audit of the asset
Using the results when buying and selling a business/creating a joint venture and implementing other investment projects
Types and types of due diligence
Selection of a legal consultant, main criteria and agreement on the level of remuneration, responsibility of the consultant
Formation of a data room, list of requested documents and information
Rules for working in the data room, physical and virtual data room, approaches to disclosing information in the data room
Due diligence report, its structure (brief conclusions, main part of the report, appendices)
Module 2. Structuring M&A transactions
Selecting the optimal structure for a specific transaction
Choosing a structure taking into account all the features of applicable legislation. Which company will be most effective as a buyer?
Form of acquisition: purchase of shares or purchase of assets?
Specifics of structuring when acquiring less than 100% of shares - creating a joint venture (JV)
Creation of a joint venture on the basis of a Russian or foreign company? Advantages and disadvantages of creating a joint venture on the basis of a Russian company. Advantages and disadvantages of creating a joint venture on the basis of a foreign company
Selecting a country of jurisdiction for the Buyer and/or JV company
Practical features of creating and using a foreign holding company
Basic documents for the M&A transaction
Coordination and conclusion of the main terms of the transaction (Terms Sheet, Memorandum of Understanding)
Privacy agreement
Forum for resolving corporate disputes. State courts vs. arbitration institutions
Module 3. Antimonopoly control in the field of economic concentration
Subject of antimonopoly control in the field of economic concentration
Grounds and procedure for filing an application to the FAS Russia
Procedure for approving an application
Decisions made based on the results of consideration of the application:
unconditional satisfaction;
approval subject to the fulfillment of preconditions;
refusal to satisfy the application;
agreement with the order.
Consequences of non-coordination
Module 4. Shareholder and participant agreements
Subject of regulation of the shareholders/participants agreement
Shareholder agreements in Russian business practice and legislation, historical review
Structuring a shareholders agreement: concluding a shareholders agreement at the level of a foreign holding company and a Russian company, advantages and disadvantages
Parties to the shareholders' agreement. JV as a party to the shareholder agreement. Basic provisions of the shareholders' agreement. Permitted types of activities of the joint venture
Management in a joint venture, the procedure for forming management bodies, the competence of management bodies
Deadlock situations and the main mechanisms for resolving them: options, Russian roulette, termination of a joint venture, appointment of an expert, referral of disputes to senior management
Mechanism for transfer of shares/interests in the authorized capital: right of first offer, right of first refusal, joint sale (designs “tag elong” and “drag elong”), structuring of the specified mechanism in accordance with Russian legislation. Basic approaches
The relationship between the charter of the joint venture and the shareholders' agreement. Restriction of Competition Clauses
Other possible provisions of the shareholders' agreement. Notice of the conclusion of the shareholders' agreement
Module 5. Agreements for the purchase and sale of shares and participation interests in the authorized capital of limited liability companies
Structuring purchase and sale agreements
Peculiarities of concluding purchase and sale agreements in relation to shares and in relation to participation interests in the authorized capital of limited liability companies
Price determination method (cash-free/debt-free; locked box, etc.), factors affecting the price
Payment of the purchase price - what options do the parties have? Using "escrow" - an agent in the settlement mechanism of the parties
Representations about the circumstances and obligations to compensate for property losses
Module 6. Peculiarities of consideration in court of cases within the framework of agreements for the sale and purchase of shares and participation interests in the authorized capital of limited liability companies
Module 7. Option agreements in relation to shares and participation interests in the authorized capital of limited liability companies
Option structures existing in Russian legislation: option to enter into a contract and option agreement
Features of concluding option transactions in relation to shares
Peculiarities of concluding option transactions in relation to participation shares in the authorized capital of limited liability companies
Module 8. Features of notarization of option agreements
Notarial verification of the parties and society
Notarized form of a transaction with shares in an LLC and submission of an application for registration
Using notarized deposit (escrow) when settling transactions with shares in an LLC
Executive inscription of a notary on transactions with shares in an LLC
Notarization of a mediation agreement, the subject of which is shares in an LLC
Module 9. Acquisition of large blocks of shares in joint stock companies
Institute goals
Voluntary offer
Required offer: procedure, enforcement problems and significant cases
Voluntary buyout of minority shareholders at their request
Forced buyout (squeezing out): procedure, enforcement problems and significant cases
Module 10. Features of venture M&A transactions: economic model
Venture Investment Context
Startup Economy
Case: convertible loan
Case / test: assessment
Case: exit
Module 11. Features of venture M&A transactions: legal model
Differences between venture deals and M&A
Tasks of a lawyer in a venture transaction. Typical clients and their characteristics
Applicable right. Features of Anglo-American law in the mechanics of transactions
Case: corporate structures in the Russian Federation and the USA
Trends
Startup Forms
Case: choosing a form
Convertible loan
Venture terms of a corporate transaction and their structuring
Module 12. Features of M&A transactions in retail
Module 13. M&A in IT projects
Module 14. Acquisition financing
Parties to acquisition financing transactions
Basic structures of acquisition financing transactions. Sources of acquisition financing
Senior debt and intermediate debt. Relations between creditors
Key documents for the acquisition financing transaction
Key features of real estate financing transactions. Specifics of financial indicators, representations and obligations of the borrower group. Collateral for real estate financing transactions
Module 15. Taxation of M&A transactions
Module 16. Business game “Simulation of a merger and acquisition transaction”
Explore the main motivations for mergers and acquisitions
Put into practice the knowledge you have gained on the basics of M&A transactions
Get familiar with the methods of organizing, structuring and financing M&A transactions