share-deal-review

What problem does it solve?

This Skill eliminates the risk of invalid or non-compliant Russian share and LLC stake transactions by addressing unique local legal requirements not covered by standard US/UK legal frameworks, including mandatory notarization, preemptive rights, and counter-sanctions permissions.

Core Features & Use Cases

• Comprehensive Regulatory Compliance Check: Validates adherence to Russian corporate law, FAS merger control rules, Presidential Decree 81/2022 restrictions for unfriendly country investors, and spousal consent requirements.
• Structured SPA Review: Analyzes share purchase agreements for compliance with Russian Civil Code-aligned representations and warranties (Article 431.2) and indemnification (Article 406.1) rules, plus notarization and registrar requirements for transfers.
• Use Case: A legal team preparing to sign an SPA for the purchase of a 70% stake in a Russian LLC can use this Skill to identify missing spousal consent, unaddressed preemptive rights, and required FAS approval before execution.

Quick Start

Use the share-deal-review skill to analyze the attached draft SPA for the purchase of a 75% stake in a Russian LLC and generate a full risk and compliance report with prioritized recommendations.