Andrey Lipin speaks at the Pravo-300 Forum
In the Pravo-300 Forum, held on October 27, KKMP Associate Andrey Lipin spoke in the session Tempest in a Teapot: Approaches to Business Development in a Period of Restrictions, in which he shared his observations on trends and specific features in the structuring of M&A deal closings over the past year.

Andrey spoke about:

  • an increasing interest in escrow arrangements, in which the shares are deposited with the registrar to enable the parties to the transaction to automate their transfer and thus minimize the risks of non-closure;

  • the use of various methods to ensure simultaneous payment and transfer of shares/shares, including escrow arrangements (deposit with a bank, registrar, notary or third party), deposit with a notary, execution of documentation ensuring the transfer of shares upon sending of payment (payment order/SWIFT) and placing of funds in a safe deposit box (for transactions involving individuals);

  • increasingly infrequent use of the purchase price adjustment mechanism upon completion, mainly due to an increase in the speed of transactions;

  • the need to comply with additional closing requirements where the transaction involves shares in a foreign company, including restrictions on the transfer of foreign currency assets between residents, and enhanced KYC rules for "Russian" transactions, requiring the registrar/company secretary to confirm the identity of the parties to the transaction and the source of funding;

  • additional steps taken by the parties during closing where the transaction involves the exit of foreigners from a Russian business, including termination of intra-group debt and intra-group agreements, waivers of mutual claims in connection with operating agreements and corporate relations, and the conclusion of agreements on the provision by the seller of post-closing services in relation to the sold asset (subject to sanctions restrictions).

The text of Andrey’s presentation can be found in the above file.

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