Legal services in the area of shareholder agreements and joint ventures

Our services in the sphere of shareholders' agreements and joint ventures include the following:

the structuring of transactions, determination of the parameters of a joint venture: method of creation, choice of structure, selection of jurisdiction of registration, choice of legal form, formation of property, warranties and representations, management, structure of management bodies (sole executive body, board, board of directors, general shareholders’ meeting , revision committee, auditor), access to information, resolution of conflict (deadlock) situations, distribution of profits, financing, alienation of shares and participatory interests, moratorium on alienation, pre-emptive rights, the the rights of first offer, first refusal, joint sales, and of forcing the minority shareholder or participant to the sale of shares or participatory interests to a third party;
preparation of preliminary agreements (term sheet, memorandum of intention, memorandum of understanding), agreements on exclusivity and confidentiality;
preparation of corporate agreements, shareholder agreements, subscription agreements, disclosure letters, escrow agreements, options and option agreements, charters, articles of association, corporate decisions and all other necessary contractual documentation;
obtaining the consent of the competition authorities, the Governmental Commission for Control over Foreign Investment in the Russian Federation on foreign investment in commercial organizations of strategic importance for the national security of the Russian Federation;
assistance in conducting transaction closing procedures.

Firm experience in the sphere of shareholder agreements / joint ventures includes representation of:

participants of the company, a constructor of a marine terminal for the production of liquefied natural gas in the Far East, in relation to the corporate restructuring and a corporate agreement;.
a foreign industrial company in relation to setting up a joint venture to produce plastic pipes for irrigation in agriculture.
the management and a minority shareholder of a large Russian IT group in relation to the preparation of shareholder agreements at the holding company level.
a large international IT holding company in relation to structuring the Russian business of the group;
a Russian investment company joining a Russian IT company as a new participant. The services included negotiations with the participants in relation to the roadmap for the procedure in which the investor could enter the business, legal analysis and coordination of the corporate agreement’s terms, a new version of the charter, option agreements with participants, participation in negotiations in order to discuss the conditions for the investor to join the company, coordination of the terms of option agreements with the notary;
a Russian company in relation to creating a consortium with a foreign contractor on the construction of a launch pad for a foreign space center under English law;
a joint-stock company, a large operator of railway carriages;
a foreign cryptocurrency mining farm;
shareholders of a Cyprus company in relation to the preparation of a subscription agreement of a holding company for capital management;
a foreign shipbuilding company in relation to creating a joint venture - an engineering center in the field of shipbuilding with a Russian partner;
advising shareholders of a Russian company in the field of Internet commerce on corporate governance issues;
a shareholder in a joint venture in relation to building and operating a seaport, creating and restructuring a holding structure and preparing a draft shareholders' agreement;
a majority shareholder of a Cyprus holding company in the field of electronic payments in connection with the preparation of a shareholder agreement;
a minority shareholder of a Cyprus holding company from a coal group in connection with the preparation of a shareholder agreement;
partners of an offshore investment company in connection with the preparation of a shareholder agreement;
a minority shareholder of a Russian coal company in connection with the preparation of a shareholder agreement at the level of an offshore holding company;
a shareholder in relation to the preparation of a shareholder agreement and the charter of a Russian open joint stock company operating in the field of hospitality business development;
shareholders of a Russian company in the alcohol industry in connection with the preparation of an investment memorandum with a view to creating a joint venture;
the majority shareholder of a Russian coal company in relation to the preparation of the shareholders' agreement;
a Russian engineering company in connection with the creation of a joint venture with a German industrial concern.