Defending a complex oil refinery sale transaction

We successfully defended the sellers' interests in a dispute related to the sale of an oil refining business. The transaction involved the transfer of 100% of the company's shares, equipment, real estate, claims, and temporary use of the facilities during the settlement period. Payment was stipulated in installments, so the lawyers' key task was not only to formalize the sale but also to establish mechanisms to protect the sellers in the event of a breach of obligations by the buyer.

The Usconsult team developed a comprehensive transaction structure: a general terms and conditions agreement, purchase and sale agreements for shares, equipment, and other assets, surety agreements, assignments, corporate documents, representations and warranties, and procedures for changing directors and transferring management. Special attention was paid to security mechanisms: maintaining control over key assets until settlement, pledging shares, penalty clauses, and legal instruments for returning the business to the sellers in the event of non-payment. Additionally, the transaction structure included a substantial penalty for the buyer's failure to meet payment obligations. Its purpose was not to formally punish the counterparty, but to compensate the sellers for potential losses associated with the collapse of the transaction, the downtime of the production facility, the need to regain control of the assets, and the reorganization of the business sale.

The project's complexity lay in the fact that the plant being sold was not a single asset, but a disparate property complex distributed among several parties: a company, sole proprietors, and individuals. As part of the transaction, an internal inventory was conducted, documents were prepared, an inventory of the property, and the transfer of accounting and corporate documents.
After the buyers defaulted on their payment obligations, the transaction was challenged in court on numerous grounds. Opponents attempted to question the validity of the contract, the transaction approval process, the price, the company's financial condition, and the transfer of documents. However, the court upheld the sellers' position: the transaction was valid, the parties had commenced execution, the buyer had been familiarized with the asset, management of the company had been transferred to new parties, and the seller protection mechanisms provided for in the contract were legally binding.

As a result, Usconsult's lawyers successfully defended the transaction in the court of first instance and on appeal: the opponents' claims were dismissed, and the sellers' legal position was upheld. The opponents attacked the transaction on several fronts: spousal consent, the large transaction, the price, the company's financial condition, the transfer of documents, and the statute of limitations. This case demonstrates that high-quality transaction support is important not only for the buyer but also for the seller of a business. This is especially true when it comes to the sale of a manufacturing enterprise, payment by installments, and the need to provide realistic mechanisms for regaining control of the asset in the event of a breach of contract.
The result for the client: the sellers received a legally structured transaction model, evidence supporting its validity, and effective defense in a legal dispute arising from the buyer's failure to fulfill its obligations.