Great problem solving skills and out of the box thinking.
1. Structuring of partnership relations
Owners commonly believe “the rules of the game” in the company are determined by the charter. But despite its binding effect, the charter is a formal document. Actual rules according to which the business operates shall be specified in partnership agreements. They protect the interests of partners, prevent corporate conflicts, and determine the company’s future.
Partnership agreements resolve the following business matters:
- Fixing the position and role of partners;
- Votes division;
- Determination of options for withdrawal from business and assessment of each shareholder’s share;
- Dividend distribution;
- Determination of majority and minority shareholders’ privileges;
- Non-typical arrangements. For instance, cases when the minority shareholder’s vote is a decisive one in the real estate transactions;
- Joining the stake if the agreed terms and/or results are met;
- Minimization of risks of conflicts between co-founders.
2. Fundraising and M&A support
- Preparation to investment or investor entry:
- Due Diligence;
- Drafting of Term Sheet (letter of intent);
- Choice of jurisdiction for a future deal.
- Receipt of investments stage:
- Corporate restructuring for purposes of sale/entry of investor;
- Assistance in selecting financial models;
- Tax consulting in view of deal execution.
3. Owner and hired CEO. Regulation of relations
Relations between owner and CEO is always a question of trust, transparency, and execution of arrangements. Owner delegates to the CEO not only a part of the business but also powers and sometimes even a share in the company.
However, if not approaching it in a legally-acceptable way, there is a possibility of loss of control over the business. Anyone who once handed over management understands how difficult it is.
REVERA team provides legal support in the following areas:
- CEO's entry into the share of business with respect for the interests of the original owners;
- Legal execution of control over CEO;
- CEO’s displacement;
- Settlement of disputes with CEO.
4. Construction of a corporate management system in a company (BoD, internal rules and procedures)
Business growth is forcing owners to move away from operational management and focus more on strategic business development. In order to maintain control at both the strategic and operational levels, we provide legal assistance in establishing a corporate management system.
- Organization of corporate groups, management companies, including consulting on selection of a group of companies management model and tax structuring of a group;
- Assessment of an existing corporate structure of a company/group of companies;
- Optimization of corporate structure, business processes, improving management efficiency;
- Development of an effective system of management bodies of a company.
5. Owner and their family
- Succession to business (shares, enterprises, real estate);
- Business restructuring for inheritance purposes;
- Introduction of the successor into business;
- Protection of interests of legal heirs and building of relations with other business partners;
- Marriage relationships:
- Advising on marital and family issues (property of spouses, division of property, children’s maintenance, alimony payments);
- Preparation of marriage contracts, taking into account the owner’s interests.
- Family business:
- Structuring of family business and property;
- Building of corporate management system taking into account family interests;
- Protection of family interests in disputes with business partners and hired management;
- Tax consulting.
6. Resolution of disputes between founders (corporate disputes)
The practice of REVERA attorneys shows that corporate conflicts are quite frequent and can be faced by every owner regardless of with whom the business is conducted: relatives, friends or other partners of common interest.
The consequences of corporate conflicts are almost always devastating for business if a complex of necessary preventive measures is not undertaken in time.
REVERA team provides legal support in the following areas:
- Support of shareholder’s withdrawal;
- Protection of the owner from illegal actions of other shareholders (revocation of decisions of general meetings or boards of directors, unprofitable transactions with property, etc.);
- Contestation of transactions with shares, protection against raidership;
- Disputes with senior executives, including bringing to responsibility and recovery of damages.
REVERA’s team of talented lawyers has ‘both a practical and a theoretical knowledge of the law’, and is ‘well connected in the market.
High level professional skills.
Buslik - CDRL
Full support of the transaction of sale the controlling block of shares of the Buslik retail chain (first and one of the major Belarusian chains of children goods) to the Polish CDRL company. REVERA represented a private individual (majority shareholder) from sellers' side.
A major retail business
Tax consulting services to a shareholder selling a big retail business in Belarus.
A major manufacturer of aseptics
Defending a shareholder in a corporate dispute with other shareholders: successful defense against lawsuit claiming coercion into a share purchase agreement, defense against lawsuits seeking to invalidate share purchase agreements and lawsuits seeking to invalidate decisions of management bodies.
Protecting a majority shareholder of a bulk freight hauler
Successful defense of a majority participant against a motion seeking to exclude him from the list of participants of an LLC. Representation of plaintiff in cases contesting decisions of general meeting of shareholders on re-allotment of shares of LLC participants, and seeking invalidation of state registration of amendments to the Charter as based on knowingly false information.
Protecting owner of a retail shop
Successful resolution of a corporate conflict with minority shareholders, including defense against motions seeking to invalidate decisions of general meeting of shareholders, to reverse rights and obligations of share purchaser, to invalidate purchase of shares.
Investment for Rozum Robotics
Rozum Robotics is the sole developer of collaborative robots in CIS and Baltic states. Shareholders decided to attract investment from RosTech fund, to augment their business.
Our team provided full support for the transaction, including preparation of all transaction documents and SPA-agreement under English law. We also, prepared a partnership agreement.