Negotiation and Transaction Support

ONELAW supports clients in preparing, negotiating, agreeing and completing significant commercial transactions.

Legal support is required before signature: the parties must determine the structure, risk allocation, payment mechanics, warranties, liability and consequences of breach.

Scope of Services

ONELAW provides support at all key stages:

— analysis of the client’s objectives and commercial model;
— review of the legal structure;
— identification of legal, tax and regulatory risks;
— preparation of the negotiation position;
— participation in agreeing material terms;
— drafting and legal review of contracts;
— preparation of protocols of disagreement and revised drafts;
— verification of authority and corporate approvals;
— support with settlements and transfer of assets;
— control of conditions precedent;
— support at signing and closing;
— preparation of post-closing documents.

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When ONELAW Can Assist

Negotiations with a counterparty

Preparation of the client’s legal position and participation in negotiations on key terms.

Transaction structuring

Selection of the legal structure and sequence for payments, transfer of assets and performance.

Document preparation

Drafting contracts, agreements, protocols of disagreement, guarantee letters, notices and other documents.

Review of transaction terms

Review of draft documents, identification of risks and preparation of protective amendments.

Closing

Support with signing, satisfaction of conditions precedent, transfer, payment and registration where required.

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ONELAW Approach

A transaction must be capable not only of being signed but also of being performed. ONELAW reviews documents in light of actual conduct, potential breach and judicial enforceability.

Our objective is to protect the client during negotiation, signing, performance and any subsequent dispute.

What Should Be Addressed in Advance

— The parties should determine authority;
— material terms, evidence of performance;
— payment mechanics;
— warranties;
— liability;
— termination rights, security;
— dispute resolution and the actions needed for full closing.

Formal agreement without addressing these matters may lead to non-performance, interpretation disputes, inability to recover debt or a challenge to the transaction.