We are happy to help both those who are starting their own organization, and those who want to sell or acquire a company.
As part of the support of startups, we help to choose the organizational and legal form and methods of financing, if necessary, we prepare agreements of intent (Termsheet) and Memoranda of Understanding (Memorandum of Understanding), joint-stock agreements, corporate agreements (SHA), contracts for the creation of intellectual property products. Then we carry out the registration of the legal entity directly. We have considerable experience in registering both commercial and non-profit organizations.
If necessary, we also register and protect the trademark and brand name, prepare internal documents of the company, resolve labor and migration issues.
TA lex lawyers have experience in registering complex structures, including credit organizations, self-regulatory organizations, non-profit partnerships.
In addition, we provide assistance to foreign businesses that are going to operate in Russia. Thus, we promote the accreditation of foreign representative offices( branches), the opening of a subsidiary business company, as well as support for the registration of foreign organizations with the tax authority without opening a branch or representative office. In this regard, we also provide migration and other necessary assistance.
We provide ongoing support to existing legal entities, including support of registration procedures (from change of name and address to the issue and purchase of shares and securities), development and implementation of corporate governance acts, regulations on the management bodies of a legal entity, the function of "Corporate Secretary".
We also have experience in supporting complex procedures for the reorganization and liquidation of legal entities and their associations.
As part of M&A transactions, we:
conduct legal due diligence and present a risk map based on its results, we work with a list of assurances;
we develop the structure of the transaction taking into account the needs of the client, assess the tax consequences;
prepare a full set of documents and accompany the closing of the transaction, represent the client at negotiations and before government authorities;
provide legal support of the transaction closing procedure;
participate in negotiations, represent the client's interests in government agencies.
We structure business reorganization transactions, including under the law of Cyprus, and are also ready to assist in compliance with the antitrust requirements of the EU, BRICS and Customs Union countries.
PREPARATION OF AN OPINION FOR THE CREATION OF AN INTERNATIONAL BUSINESS STRUCTURE
At the request of a large group of companies in the medical sector, an analysis of the existing system of relations in the group was carried out.
Within the framework of the new business structure, organizational and legal forms and jurisdictions of companies operating outside the Russian Federation were proposed. We analyzed of the system of protection of the rights of Russian owners of foreign companies: the procedure for inheriting securities and protecting the rights of heirs; protection against unfriendly acquisitions.
To organize the activities of the group of companies on the territory of the Russian Federation, the corporate structure of the group of companies was developed, including:
- the organizational and legal form of companies that are part of the business structure;
- the management system of each company and the ordering of management in the business structure;
- recommendations are given regarding the order of interaction of companies within the structure of the business group.
Taking into account the provisions of Russian legislation, the structure of contractual relations within the group was proposed :
- the main types of legal relations between companies on the territory of the Russian Federation are defined;
- essential terms of contracts between the group's companies and external counterparties.
The prepared conclusion and these recommendations served as the basis for the implementation of the new business structure of the group of companies in Russia.