Transactions of the sale of shares and shares of participation in the authorized capital of business companies

In the proposed book, an attempt to summarize the main practical issues related to the conclusion of transactions of the sale of shares and shares of participation in the authorized capital of Russian economic companies, including preparations for the implementation of such transactions (conclusion of agreements on confidentiality and exclusivity, signing memorandums on mutual understanding, conducting a complex Checks of the acquired company, etc), their structuring, choosing the applicable law and body for resolving disputes, approaches to the procedure for adjusting and paying the purchased price. In addition, the book describes the requirements usually presented by buyers for the companies sold between the conclusion and completion of the transaction, the institution of assurances about circumstances is analyzed in detail, recommendations are given in terms of the content of assurances about the circumstances of the seller and the buyer, and the features of the use of shares and shares in the contracts and shares are considered participation in the authorized capital of the design of the seller’s obligations regarding the reimbursement of property losses of the buyer, the optional structures usually used in such agreements are analyzed, the approaches to restricting the seller’s responsibility, including the preparation and coordination of the information disclosure on the disclosure of information, are described in practice, and issues related to ensuring the proper fulfillment of obligations by the parties to the transaction, etc. In addition, in this publication, a detailed analysis of approvals by state bodies is presented, the receipt of which may be required in connection With the conclusion of a contract of sale of shares (shares of participation in the authorized capital) of a business company, and practical issues of preparing agreements aimed at restricting competition, the conclusion of which usually accompanies the sale of shares and shares of participation in the authorized capital, are analyzed. The consideration of the above issues is accompanied by an analysis of the practice of Russian courts in the last years in relation to the purchase and sale of shares and the shares of participation in the authorized capital of Russian economic societies. As applications, this book contains the forms of documents related to the implementation of the contract of sale of shares (shares of participation in the authorized capital) of the economic company (confidentiality agreement, confidentiality agreement in connection with the presence of a "clean" information room, a memorandum of mutual understanding, agreement on an agreement on exclusivity, contract of sale of shares of a joint-stock company, a contract of sale of shares in the authorized capital of a limited liability company, an agreement on restriction of competition), as well as a list of documents for a comprehensive legal audit. The proposed publication summarizes the almost 15-year practical experience of the author in the field of training and implementation of business and sale transactions and is of interest primarily for practicing lawyers specializing in the field of corporate law, managers of investment companies, as well as graduate students of legal universities and faculties