Provided support in a EUR 25 million transaction with involvement of a “hostile” non-resident

The corporate practice has provided legal support to a developer of automobile safety systems in the framework of preparing a sale of a 100% membership interest in the issued capital from “hostile” non-residents to a “friendly” non-resident. The amount of the transaction was valued at EUR 25 million.

Our lawyers’ tasks included checking whether obtaining was required of the consent of the government commission under the Ministry of Finance, preparing transaction documents and providing support during the signing of sale and purchase agreements.

The transaction was concluded during and in connection with the unstable geopolitical situation and assumed the quick replacement of foreign members of the LLC with members from the client’s group. The transaction was complex due to a ramified ownership structure of the group and a documentary confirmation of the beneficial owner being required with a view to persuading the notary that the conclusions are correct.

Our experts have analysed the ownership structures of the seller and the buyer and gathered together documents from three jurisdictions (China, Japan and the Netherlands). As a result, it was concluded that there was no need to comply with the special procedure for the disposal of membership interests in the Russian LLC, and the notary who registered the transaction agreed with this conclusion.