Expertise/Corporate Law
Practice
The corporate law practice specializes in business structuring, corporate governance and relations between owners.
We advise on establishing and changing ownership structures, allocating corporate control, and developing companies and groups.
The main areas of work include designing holding structures, developing corporate governance models, reorganizing and liquidating companies, and advising on corporate conflicts and disputes. Owners are advised when the composition of participants changes and when partnership arrangements are revisited; participants and shareholders are represented in disputes over the management of the business and the exercise of corporate rights.
Legal solutions take into account the owners' arrangements, the way decisions are actually made, the balance of the participants' interests, and investment plans. The corporate structure is considered in conjunction with the operations of the business and its prospects for development.
Liquidation
Challenge
The sole participant in a Russian LLC was a foreign company from a state committing unfriendly actions against Russia. The standard liquidation procedure could not be used: clearance from the Government Commission was required.
What was done
Clearance was obtained. The liquidation procedure was carried out from start to finish in compliance with regulatory requirements.
Division of a business
Challenge
The partnership was being terminated with a redistribution of assets. A direct division of the assets would have had significant tax consequences for both parties, so the exit structure had to be worked out separately.
What was done
The transaction structure was reworked in the light of the legal characterization of each operation and its tax consequences, while preserving the balance of the parties' interests.
Director's liability
Challenge
A former general director had caused losses to the company. There were many transactions, the structure was complex, the causal links were blurred, and the former director was counting on the evidence being impossible to gather.
What was done
The chronology of decisions was reconstructed, the link between the transactions and the loss was established, and the former director's bad faith was proven. The court awarded the damages in full, without any reduction.
Corporate dispute
Challenge
The majority participant systematically blocked the distribution of profits by voting at the general meeting. The company was generating income, while the minority participant received no share of the profits.
What was done
The general meeting's resolutions were challenged. A mechanism compelling the distribution of profits was implemented through the courts.
Relations between owners
Challenge
Advising on structuring the relationship between the partners of a company providing medical services. The corporate model had to be built around the specific features of an operating business.
What was done
The allocation of the owners' roles, the procedure for taking material decisions and possible scenarios for changes in the relationship between the partners were defined. An agreed corporate and contractual model was put in place.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
