Tag Archives: transactions

Effective Management of Cybersecurity Risk in Transactional Due Diligence

According to a report by West Monroe Partners, Approximately 40% of companies engaged in corporate transactions reported finding a cybersecurity issue during post-acquisition integration of the target company.  While companies routinely conduct robust transactional due diligence to manage legal risk, many fail to adequately conduct cybersecurity due diligence. As a consequence, many companies and investors are leaving themselves vulnerable to potentially severe latent cyber risks.

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FNS comments the issue of transactions between interdependent persons with a non-resident as controlled

The Russian Federal Tax Service (“FNS Russia”) gave its opinion, in the letter No. ЗН-4-17/16223 dated August 17, 2017 on the issue regarding the transaction between interdependent person as controlled, when one of the party of a transaction is not a tax resident of Russia.
Today the tax legislation sets up conditions only for Russian residents concerning the income amount of the transaction to recognize such transaction as controlled. There are no such conditions for interdependent persons’ transactions, where one of them is not a Russian resident.
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ILN Today Post

Antis Triantafyllides & Sons advises Hellenic Bank on establishing debt recovery servicing JV

Our firm acted as local legal advisor of Hellenic Bank Public Company Ltd on the establishment of a joint venture with the APS Holding Group for the management of the real estate assets and the servicing of a portfolio of non-performing exposures of Hellenic Bank.

The transaction will result in the creation of the first debt servicing platform in Cyprus.

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Clark Wilson acts for Hempco Canada Superfoods in go-public transaction

Clark Wilson acted for Hempco Canada Superfoods Inc. in completing a TSXV Qualifying Transaction through the sale of all of its issued and outstanding securities to the resulting issuer, Hempco Food and Fiber Inc., in exchange for the issuance of 20,000,000 common shares.

The parties completed a bridge and concurrent financing for aggregate gross proceeds of $1,934,500. Hempco Superfoods is now a wholly-owned subsidiary of the resulting issuer, which is listed on the TSXV under the symbol “HFF.” Don Sihota and Craig Rollins led the Clark Wilson team. For more information, read the news release.

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TARK GRUNTE SUTKIENE advised Transiidikeskus on acquisition of Rail Garant Estonia

As a result of a purchase transaction concluded on 24 April, Transiidikeskuse AS will start constructing an extension to the Muuga container terminal already this year. A stevedoring agreement was also signed with Rail Operator OÜ, according to which Transiidikeskuse AS will be handling the container flows of Rail Garant.

The acquired company owns a right of superficies in Muuga Harbour, which allows Transiidikeskus to start extending its terminal activities and to increase its handling capacity.

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Clark Wilson completes $61 million oil and gas assets sale for Bucking Horse Energy Inc.

Amaan Gangji, Ethan Minsky and Bernard Pinsky of Clark Wilson’s Corporate Finance & Securities Group assisted Bucking Horse Energy Inc., through its US subsidiary, in closing the sale of its producing oil and gas assets in Wyoming on March 1, 2013, in a transaction worth USD $61 million. In preparation for the shareholders’ meeting that approved the transaction, Craig Rollins assisted Bucking Horse with its detailed disclosure, which was included in an information circular disclosing the terms of the deal and its consequences for the company.

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AB Klaipėdos Nafta with the assistance of TARK GRUNTE SUTKIENE has completed the secondary offering of the shares amounting to LTL 52 million

AB Klaipėdos Nafta has selected TARK GRUNTE SUTKIENE as its legal counsels and successfully distributed its newly issued shares offered to its existing shareholders, which were admitted to trading on the Lithuanian regulated market at the beginning of July 2012.

TARK GRUNTE SUTKIENE partner Vidmantas Drizga, associate partner Agnius Pilipavičius and associate Mantas Gofmanas counselled the company on legal matters in this process. The lawyers structured the transaction, worked out the prospectus on offering the shares of the company and admitting them to the Lithuanian regulated market. They also represented the company before the Bank of Lithuania, AB NASDAQ OMX Vilnius and the Central Securities Depository of Lithuania and carried out all other required actions related to the offering and the admission of the shares to the regulated market.

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TARK GRUNTE SUTKIENE represented AB Snaigė shareholders in transferring shares and bonds to the strategic investor

TARK GRUNTE SUTKIENE represented KJK Fund SICAV-SIF, Amber Trust SCA SICAF-SIF, Firebird Republics Fund, Ltd. and Firebird Avrora Fund, Ltd., the major shareholders of AB Snaigė in the transaction on transfer of shares and bonds in AB Snaigė to the strategic investor Russian company Polair.

By means of the transaction amounting to nearly EUR 13 million, the investor will acquire 60% of shares and will take over the control of the company. Furthermore, the clients of the law firm will transfer their convertible bonds of AB Snaigė to the investor.
AB Snaigė is the only manufacture of refrigerators, freezers and coolers in the Baltic States. According to the unaudited non-consolidated data, AB Snaigė’s turnover for the first three quarters of the current year reached LTL 93.4 million.

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