RUS
А+ | А-
Home | Insights | Alexey Gorodissky spoke on the topic: Major М&A Transactions in the radio show Ask a Lawyer with Alexey Kuznetsov at Mediametrics radio station
24.05.2024

Alexey Gorodissky spoke on the topic: Major М&A Transactions in the radio show Ask a Lawyer with Alexey Kuznetsov at Mediametrics radio station

Timeline of the interview (interview in Russian language)

0:00 – Opening. Introduction of the guest.

1:16 – The notion ‘M&A transactions’. M&As as transactions not typical for business. Explanation of the terms ‘merger’ and ‘acquisition’.

4:07 – What transactions are ‘major M&A transactions’? Definition of the term ‘big business’.

7:11 – What are background causes of occurrence of and support for M&As? Who needs them and when businesses engage legal counsel?

Identification of key background causes of arising of the necessity for the investor (buyer) and the current owner of the business (seller) to enter into an M&A transaction.

11:45 – You have a more than 20-year legal practice background, including support for M&As. Probably, there is a template applicable in effect to any such deal? Tell us about your approach at Andrey Gorodissky & Partners.

Focus on the generally recognized principles and approaches to M&As, molded by the market.

15:42 – Are there any stages in handling such transactions, which lawyers should successively follow while providing support for a transition? What stages the client will expect the lawyer to go through?

Discussion of transaction stages: examination of the substance of the matter, understanding client’s commercial goals and objectives: what kind of a deal it has in mind?

18:47 – Determining the composition of the project team.

Discussion of the need for a custom-tailored approach to the composition of the team, proceeding from the complexity of the task and the volume of work to be performed by the counsel.

20:28 – How is the composition of the team for an M&A and number of its members determined?

Discussion of key approaches to the composing of the team for a particular M&A transaction, including consideration of lawyers’ experience and track record of successful M&As handling, industrial expertise, and assessment of the volume of legal documents and their complexity.

25:24 – What are usual timelines for closing of major transactions?

Discussion of factors on which timelines for completion of transactions depend, including: the duration the negotiating process, the necessity for obtainment of approvals of public authorities for the implementation of certain transactions, the need for complying with prerequisites, and consideration of certain external factors.

27:50 – Judging from your experience, are there specific points worth paying attention to by lawyers when supporting such transactions, so-called ‘bottlenecks’. What are they?

Discussion of ‘bottlenecks’ commonly occurring in course of M&As handling.

32:29 – How to choose an M&A supporting lawyer or team? What selection criteria should the client intending to engage a team have in mind? What businessmen should be guided by?

Speaking about the principle criteria which clients take into account when choosing a counsel for supporting an M&A, including negotiating skills of the team of lawyers.

35:29 – What is the cost of support for an M&A transaction? What is the amount of fees of the team of lawyers supporting a major transaction composed of?

Discussion of factors influencing the assessment of the cost of work, such as: volume and complexity (the complexity of the transaction from the commercial view point), variation in figures, and the absence of uniform rates (all depends on the transaction and its specifics).

Discussion of the pricing principles, including consideration of the number of members, the professional level of the composed project team, and client’s preferences with regard to financial terms of interaction with legal counsel.

40:48 – Over the years of your work, were there cases where as a result of counselling with respect to the transaction the client gave it up? What may be the reasons?

Deliberation on possible reasons for breakup of a deal. What in such case happens to counsel fees?

Can a bonus be paid for a successfully carried out M&A transaction?

Speaking about instances where lawyers received additional bonuses.

44:24 –  What deal was the most complicated one in many years of your practice? And why?

Insight into types of deals that are really complicated for legal counsel and explaining why.