Transactions and ownership structuring
«I am selling the business, and across
the table sit a bank and ten lawyers»
We stand on your side: we check the asset, work out the structure of the deal and write an agreement you will not have to litigate.
The transaction and the ownership are one matter. An asset bought on good terms but held in one person’s name is still unprotected. We act for one side and take no fee from the other.
The whole matter, or one piece of work
You do not have to hand over the whole transaction. A single piece of work can be taken on — and it will be carried through to a result you can put in front of the other side.
Due diligence
Financial, legal and tax due diligence, including on multinational structures spanning several jurisdictions — from the mine to the holding company.
Title review
The basis of title, encumbrances, corporate history and the chain of prior transfers.
Deal structure
The form of the transaction, the settlement mechanics and the tax consequences for each party and jurisdiction.
Agreement and negotiations
Representations, warranties, indemnities and payment protection — under any applicable system of law, English law included.
Deals fall apart where the terms suited only one side. We look for a construction acceptable to both and resolve the disagreements before signing.
How the work runs
Every stage ends in a result you can put on the table. Timing depends on the asset and the other side, and is fixed once the first stage is done.
What the asset is, who the parties are, where the transaction stands and what the objective is — sale, purchase, transfer or protection
A map of the transaction and a list of risks
Putting the documents in order, checking the asset, choosing the form of the transaction and computing the tax consequences
An asset ready for sale and a reasoned structure
Price, settlement mechanics, warranties, representations and the parties’ liability
Agreed terms
Representations, warranties, indemnities, conditions and the closing timetable
A signed agreement
Settlement, transfer of control, handover of records and documents
The money received, control passed
Putting the ownership structure in place, registrations, notices and the first reporting cycle
The asset protected and properly held
What people ask before deciding
At what stage do people come to you?
The earlier, the cheaper. The best moment is before a price has been named and heads of terms signed.
Do you only work on large transactions?
Size is not the point. What matters is how complex the asset is and what sits behind it.
Can I engage you for part of the work only?
Yes. Due diligence, ownership structuring, the agreement or the negotiations can be taken on separately from the transaction.
Do you act for one side only?
Yes. We act for one side and take no fee from the other.
What if the deal falls through?
Our job is to see that it does not. Deals fall apart where the terms suited only one side: we look for a construction acceptable to both and resolve the disagreements before signing.
Which jurisdictions do you work in?
We work regularly with Mauritius, the UAE, Cyprus, the Seychelles and Qatar. Our own teams are in Dubai, Nicosia and Moscow; elsewhere we engage local counsel and run them ourselves.
Let's start with your matter
Tell us briefly about your matter. We will agree on an appropriate format for an initial conversation and explore possible ways forward.
Where appropriate, we can enter into a confidentiality agreement before discussing sensitive information.
- What the asset or the matter is
- Which countries the parties are in
- Where things stand right now
- What result is needed, and by when