On November 29, 2018, Managing Partner at Norland Legal Vladislav Lurye and Head of Financial and Digital Technologies Practice Rustam Rafikov took part in the work of «New Reality of M&A Transactions – key trends in structuring and executing transactions, the impact of sanctions on the conditions of transaction documents» section of the IX Russian M&A Congress organized by Cbonds. In the course of the section, our specialists, together with representatives of large Russian holdings and investment banks, discussed key trends in the M&A market, the impact of sanctions, and the specifics of preparing documents for a transaction under the Russian law.
When making a contract there is always a risk that something will go wrong and cause loses to one of the parties. The Anglo-American law provides at least 2 methods to distribute such risks: warranties and indemnities. Among other alterations made in the Russian Civil Code in 2015 was a new Clause 406.1 on indemnification of losses which is very similar to its Anglo-American prototype – indemnity. In this article, we tried to summarize if Russian law borrowed this concept in full.
Just a few years ago, investment and M&A transactions were executed mainly under English law, largely due to the lack of legal regulation of the aspects relative to such transactions in Russia. However, the situation has changed, and nowadays we see a growing number of investors and start-ups working under Russian law. One of the reasons for this is an implementation of some of the well-accepted institutions of English law into the Russian legal system. Thus an article on representations (431.2) («заверения об обстоятельствах») appeared in the Russian Civil Code (became effective) on June 1, 2015.
The option agreements that appeared in the Russian legislation in 2015 allowed solving a number of problems arising in structuring of M&A transactions, direct investment and venture financing under the Russian law. Nevertheless, our firm often faces problems related to the implementation of option agreements in practice.
Norland Legal Advisors represented Endurance Robots, the Russian American technology startup in its angels’ fundraising at the pre-seed stage. Endurance specializes in development and sales of high technology production, mainly, lasers, diode laser engravers, telepresence robots and robotized systems. Attracted funds will help enhance Endurance ’s product line as well as to hire additional staff required for further growth. Fundraising was construed as convertible debt in view of further financing stages. Continue reading