Attracting investments and M&A in IT

Mergers and acquisitions are always particularly important for any business as they determine strategic development. Their bills are worth millions, and the risks of damages and loss of assets are very high.

Most M&A transactions around the world are structured under English law. It contains various mechanisms to protect buyers and sellers, which, if competently used, create a balanced system of checks and balances for the interests of the parties. Belarusian law also uses such tools for the IT industry, they are implemented by Decree No. 8.

Today investors and founders pay more attention to the detailed determination of cooperation terms in documents, and the struggle of the parties’ interests is sharply felt in the course of preparation and conclusion of the deal.

In M&A transactions, legal support is not just important, it is a must. Their conclusion is always preceded by complex legal checks of acquired businesses. A high-quality audit performed with deep legal expertise and the ability to hedge the identified risks in the transactional documents is a product that our clients come to us for. 

Many years of experience in company group restructuring and supporting M&A transactions in various jurisdictions around the world, a qualified team that is constantly expanding and deepening its knowledge and expertise are the main features of REVERA in the M&A legal services market.
 

Supporting M&A transaction on the part of seller

1. Group restructuring for the purpose of transaction 2. Vendor Due Diligence 3. Term sheet 4. Legal Opinion 5. Step plan 6. Implementing the plan 7. Document execution and closing

This stage aims at streamlining the prospective transaction and optimising tax liabilities.

At this stage our lawyers will carry out a Due Diligence for the company to be sold and elaborate recommendations on error control. A report valuing  the target will be furnished to the prospective buyer.

This stage has several specification levels, subject to peculiarities involved:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – agreement on basic terms of transaction.
     

This stage involves tax analysis and results in a report on tax costs to be incurred.

Preparing a step-by-step transaction implementation plan.

At this stage our lawyers will elaborate all documents required for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure  Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Champagne!

Supporting M&A transaction on the part of buyer

1. Term sheet 2. Due Diligence 3. Legal Opinion 4. Step plan 5. Implementing the plan 6. Document execution and closingDocument execution and closing

This stage has several specification levels, subject to peculiarities involved:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – agreement on basic terms of transaction
     

 

This stage indicates to the buyer what exactly what they are buying and the potential risks involved.

 

At this stage our lawyers carry out legal and tax analysis resulting in a report on the feasibility of the expected transaction structure, possible problem points, prospective tax expenses and other peculiarities.

Preparing a step-by-step transaction implementation plan.

At this stage our lawyers will elaborate all documents required for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure Letter. By means of this document the seller  warrants that no tax liabilities are violated and there are no arrears.

Champagne!

Experts in the field

Helen Mourashko

Helen Mourashko

Partner, Head of IT/IP Practice

 Anna Solovei

Anna Solovei

Senior Associate, Head of M&A Department of Information Technology and Intellectual Property Practice

Projects

Facebook - MSQRD

Comprehensive support for closing a transaction involving the purchase of the Belarusian app MSQRD by Facebook. We provided consulting services to MSQRD, in particular to its co-founders Eugene Nevgen, Sergey Gonchar and Eugene Zatepiakin.

SoftSwiss

Complex legal support for the group, including corporate restructuring, IP protection strategy, consulting on partnership relations, support of the range of transactions of acquiring different assets and investments, regulatory matters.

Mamboo Games - MRGV

REVERA has accompanied the entry of game dev studio Mamboo Games into MY.GAMES. MY.GAMES is an international gaming brand (part of the Mail.ru Group), the leader in the Eastern European online entertainment market. The REVERA team provided comprehensive support for the investment transaction: conducted a legal audit of the company, structured the transaction, developed all the packages of documents (convertible loan agreement, option agreement, partnership agreement, non-competition agreement, corporate documents on joining the company), advised the parties on tax consequences of the transaction.

21vek – Zubr Capital

Supporting a major Belarusian transaction for investment into e-commerce between 21vek.by online-hypermarket and Zubr Capital fund.

A series of investment transactions for Mail.ru Games Ventures

Supporting range of transactions involving investment in a number of Belarusian gamedev startups by Mail.ru Group, using institutions stipulated by Decree No. 8, including convertible loan and option agreement.

Selling MAPS.ME to Russian Mail.ru group

Our team supported a transaction involving the purchase of a popular map-making service Maps.Me by Mail.Ru Group (Russian Federation) on behalf of the Belarusian developer team. Our competency comprised structuring of the transaction and tax consulting.

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REVERA’s team of talented lawyers has ‘both a practical and a theoretical knowledge of the law’, and is ‘well connected in the market.

The Legal 500

Strong practice with solid corporate restructuring expertise. Also strong corporate, M&A and competition advice.

Chambers Europe

I can assure you that in Belarus there are no other lawyers as experienced as REVERA’s in IT.

IFLR 1000