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Agroeco group of companies acquired a large agricultural enterprise. How we assisted in arranging the transaction.

16.08.2023

Last year in November, the owner of the Aleksandrovskoye Agro-Industrial Complex, who is an entrepreneur, approached us. Some agrarians in Voronezh showed interest in the complex's production and made an offer to purchase the business. The enterprise had approximately 6,000 hectares of land with crops, over 70 real estate properties, and valuable agricultural equipment listed on its balance sheet. Legal accompaniment was necessary for the completion of the transaction. 

Upon commencing the document analysis, the initial finding we came across was the connection between the entrepreneur and his business partner. The latter possessed a stake of less than 1% in the authorized capital of the agro-industrial complex Aleksandrovskoye. 

However, the issue arose when we found out the partner passed away a few years ago, and none of the heirs claimed rights to the business. As a result, the former owner's name remained on the Unified State Register of Legal Entities. This situation made it impossible to sell the business. We initiated a search for the heirs, which proved to be successful. However, it turned out that the heirs had no interest in either continuing or selling the business. As an alternative, they were offered the option to exercise their right of withdrawal and to pay them the actual value of their share. Once the company was cleared of any third-party claims, we began preparing for the transaction. 

To begin with, we initiated the process of outlining the characteristics of the company's assets. It was essential to furnish the purchaser with details not only about tangible and intangible assets, but also about ownership rights and financial liabilities of the company. This was necessary to prevent any potential claims regarding the quality of the transferred business. 

Secondly, we established intricate formulas for determining and structuring the payment arrangement. These formulas requested further safeguards, such as guarantees and pledges. 

The next step in our process involved reaching an agreement with the notary regarding the conditions. It is not easy to find a notary who is willing to handle large business transactions. Therefore, it was important to not only negotiate the terms between the seller and the buyer, but also to persuade the notary that the legal structures in place were appropriate for these agreements. Our efforts paid off, and on June 8, 2023, Aleksandrovskoe was successfully transferred to the Agroeco group of companies. Several payments have already been made according to the agreement.

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