Venture Fund Structuring and Advice
Establishing funds in the Russian Federation and abroad (including investment partnerships, limited partnerships, series LLC, segregated portfolio companies, etc.), providing assistance to the fund’s corporate procedures, developing investors’ report forms and assisting in preparing accounts.
Investment Transaction Advice
Proposing alternative transaction terms and conditions, assessing the implications, assisting in drafting letters of intent, term sheets and investment memoranda.
Investment Transaction Support
Acting for investors in English and Russian law transactions involving SPVs and providing support for transactions with companies based in 32 jurisdictions.
Pre-Investment Due Diligence
Providing support in legal, tax and financial due diligence of targets.
Assessing the tax implications the client might face when withdrawing from investments and providing comments on proposed transaction tax structures.
Advising Tech Companies
Providing support to start-up clients in their day-to-day operations. We are well aware of all the specific features of tech companies operating in all top tech sectors.
Establishing a Cayman Islands-based venture fund
ASB Consulting Group has acted for several clients in developing limited partnership agreements, registering general partnership and exempted limited partnerships, as well as in structuring investors’ involvement in funds.
Developing an investment partnership agreement for an affiliate of a major Russian bank
ASB Consulting Group has acted for a client in developing an investment partnership agreement. The agreement has been notarised. Since the fund was established, ASB Consulting Group has continued to maintain its accounts.
Establishing a fund through merger of two investment partnership agreements
An asset portfolio of two funds set up as investment partnerships has been restructured uniting all the funds’ investors and assets under a new investment partnership agreement.
Closing down a fund
Closing down a fund owing to a term expiry, structuring transactions involving exit by nine portfolio companies and allocating returns to fund investors.
Establishing a fund as an angel investor club
ASB Consulting Group established G100k LP, a Cayman Islands-based division of a fund raising investments for certain projects, developed a package of documents, including a limited partnership agreement, and registered the fund and its general partner.
Rendering corporate procedure support to the fund of a major state corporation
We have developed template documents for investment committees and general meetings of partners; since the fund was established, we have provided support for these and other procedures.
Preparing reports to investors
For a captive VC fund, we developed templates for the managing company’s monthly, quarterly and annual reports to investors; the relevant reports continue to be prepared and submitted as per the information exchange agreement.
Structuring a deal involving a majority investor
A group of companies developing digital oil wells has been restructured to raise investments from a leading developer of industry digitalisation software with potential for its complete absorption. We developed a transaction structure, prepared the complete set of transaction documents and provided support for all procedures. The transaction involved three jurisdictions.
Pre-investment due diligence of a holding company with entities in five jurisdictions
We conducted a due diligence of a holding company with eight legal entities in five jurisdictions: Russia, the UK, USA, PRC and Estonia. The client was provided with a full due diligence report for decision-making purposes.
We defended the investor’s rights in a litigation with the founder. The dispute involved purchase of a participatory interest under an option structured as part of the corporate agreement. The litigation was won at the third instance resulting in the investor obtaining the disputed participatory interest. This is a landmark case proving that share options may be structured other than as a notarised irrevocable offer.
We used an investment partnership agreement to develop all aspects of an investment platform operating structure and prepared all the legal documents and texts required for this purpose. A process flow diagram was also proposed to cover the input by all participants in the process, including the notary, to automate it and reduce costs of handling routine tasks. The platform intends to involve retail investors for large-scale industrial and high-tech projects. The legal structure of the platform is unique and unparalleled.