Service
The charter and internal documents of an LLC or JSC determine which decisions are taken by the owners, the board of directors and the executive management, and by what procedure.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
The size of an interest or a block of shares affects participation in management but does not determine everything an owner can do. The charter, the composition of the bodies and arrangements on the exercise of corporate rights also matter.
The outcome of the service is the work performed within the scope agreed with the client.
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.
A board of directors must be established in the cases provided for by law. In other cases, it may be useful where there are several groups of owners, when an investor is brought in or when day-to-day management is handed over to the management team.
This depends on the type of company and the nature of the right. It is checked whether the law permits the chosen mechanism and which resolutions are needed to introduce it.
For example, voting arrangements may be set out in a corporate agreement, whereas the structure and competence of the corporate bodies must comply with the law and the charter.
First, it is determined which rules need to be changed: the competence of the bodies, the voting procedure or other provisions. Amendments or a new version of the charter are prepared, together with a resolution approving them. Amendments to the charter are subject to state registration. The scope of support for their implementation is agreed with the client.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
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.
