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just tick Issue / Risk Identitled Contractual Protections Reduce Price Warranty In SPA Indemnity In SPA Pre- Completion Restructuring / actions needed No action needed
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Issue / Risk Identitled Contractual Protections Reduce Price Warranty In SPA Indemnity In SPA Pre- Completion Restructuring / actions needed No action needed now 1. Subsidiaries of the Target in Belarus and Kazakhstan do not have a registered license agreement for PVI-branded products (PVI trademarks). This may result in tax risks for such companies. 2. The documents provided with respect to the Target are not sufficient to confirm that the Sellers legally and validly acquired their shares in it and the absence of legal risks with respect to the title to the shares. 3. Certain financing agreements of Target, namely Sberbank Credit Facility Agreement, Alfa Bank Credit Facility Agreement. Rosbank Credit Facility Agreement, PSB Guarantee Agreements and Rosbank Guarantee Agreement, contain change of control provisions allowing banks to unilaterally terminate agreements and request early repayment of respective loans in the event of acquisition of more than 50% shores in Target company by the purchaser. 4. Three top-managers of the Target company are provided with high base monthly salaries: Mr. Mikhail Smimov, Counsel of the President - RUB 4,500,000, Mr. Ivan Borisov, Vice-President - RUB 2,250,000. Mr. Andrey llyin, President - RUB 3.250,000. The base monthly salary of middle level managers varies from RUB 200,000 to RUB 400,000. The salary level of regular non-managerial employees is not high. The above-mentioned three top-managers have a large number of unused vacation days that together with a high level of their remuneration, inevitably leads to a high amount of statutory compensation for unused vacation, which must be paid to employees upon their employment termination. Issue / Risk Identitled Contractual Protections Reduce Price Warranty In SPA Indemnity In SPA Pre- Completion Restructuring / actions needed No action needed now 1. Subsidiaries of the Target in Belarus and Kazakhstan do not have a registered license agreement for PVI-branded products (PVI trademarks). This may result in tax risks for such companies. 2. The documents provided with respect to the Target are not sufficient to confirm that the Sellers legally and validly acquired their shares in it and the absence of legal risks with respect to the title to the shares. 3. Certain financing agreements of Target, namely Sberbank Credit Facility Agreement, Alfa Bank Credit Facility Agreement. Rosbank Credit Facility Agreement, PSB Guarantee Agreements and Rosbank Guarantee Agreement, contain change of control provisions allowing banks to unilaterally terminate agreements and request early repayment of respective loans in the event of acquisition of more than 50% shores in Target company by the purchaser. 4. Three top-managers of the Target company are provided with high base monthly salaries: Mr. Mikhail Smimov, Counsel of the President - RUB 4,500,000, Mr. Ivan Borisov, Vice-President - RUB 2,250,000. Mr. Andrey llyin, President - RUB 3.250,000. The base monthly salary of middle level managers varies from RUB 200,000 to RUB 400,000. The salary level of regular non-managerial employees is not high. The above-mentioned three top-managers have a large number of unused vacation days that together with a high level of their remuneration, inevitably leads to a high amount of statutory compensation for unused vacation, which must be paid to employees upon their employment termination Step by Step Solution
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