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Legal Due Diligence of a large IT company for the purpose of legal support of the purchase of its controlling share.

The Polish Asseco group purchased the controlling share of the large Russian company R-Style Softlab, on the base of the solutions of which the on-line banking service for individual clients of Russian banks functions. The price of the deal was approximately 28 million USD. The Law Firm "YUST" represented the interests of the foreign party. In particular, the Firm’s specialists conducted legal due diligence of the Russian IT company and ensured legal support of the transaction on the buyer’s side.

As the main assets of the company were composed of intellectual activity results created by the employees of the venture, specialists of the Law Firm "YUST" checked the inherent risks at the transfer of the rights to the company to the new shareholder.

Since the purchase of the controlling share of R-Style Softlab is subject to the special governance of the Federal Law No. 57-FZ “On the procedure of foreign investments into economic companies of strategic significance for the ensuring of the defense of the country and the security of the State” dated 29.04.2008, the lawyers also rendered legal assistance in the matter of obtaining the consent of the Government Commission of control over the foreign investments in the Russian Federation to the deal. Thus, the project involved leading specialists on corporate law, protection of intellectual property, antimonopoly regulation and foreign investments.

The legal due diligence also included the assessment of the employment contract with the director of the Russian IT company, elaboration of recommended changes in connection with the requirements of the current legislation and the interests of the purchasing company. As a result, the risks of an eventual employment dispute with the new owners of the business were decreased.

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