Service
Companies, including those within a group, combine, divide, spin off a business line into a separate company or change their legal form, for example from a JSC to an LLC.
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 form of reorganization is chosen with regard to how the business is to be structured once the procedure is complete.
Where companies are being combined, merger and accession are considered. To separate a business or divide it between owners, spin-off and division are assessed.
Conversion changes the legal form.
In preparation for an investment transaction or the sale of a business, it is determined which companies and assets should fall within the transaction perimeter. Corporate changes are aligned with the terms and timing of the forthcoming transaction.
In an international group, the links between the Russian and foreign companies are taken into account.
Reorganization affects the owners' stakes and the allocation of control. It is checked what interests or shares they will receive, how they will take part in management and which statutory rights they will be able to exercise, including the right to demand a buy-back of shares where applicable.
For assets, contracts and financing, the procedure for legal succession and the need for any additional steps are determined. The requirements for protecting creditors and the dependence of registration actions on prior resolutions and notifications are taken into account.
The target structure should cover the group as a whole. It is checked whether the location of operating assets, the functions of the companies and the allocation of powers between management bodies are consistent with it.
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.
When combining or dividing a business requires a change in the set of legal entities with legal succession. If the objective can be achieved by selling interests or shares or by changing the governance arrangements, the applicable mechanism is determined separately.
In a merger, the rights and obligations of the participating companies pass to a newly created legal entity. In an accession, they pass to an existing company. The choice depends on the future structure of the business and the obligations of those involved in the procedure.
Yes, provided the necessary legal conditions are met. A spin-off is compared with other ways of separating a business. Assets, liabilities, creditors' rights and the future composition of owners are taken into account.
Yes. Reorganization may be one of the tools for such a division. At the same time, the allocation of companies and assets, the parties' corporate rights and the procedure for ending co-ownership of particular companies are determined. If the project involves the exit of one of the owners, the related transactions and corporate resolutions are aligned with the overall model.
The overall timeframe depends on the form of reorganization, the mandatory procedures and how the stages are interlinked.
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.
