We support your business at every stage
We run a corporate practice for business owners and top management, from registration and reorganisation of legal entities to defence in conflicts between partners. We work with companies of all sizes, from growing businesses to holding structures with several owners and complex corporate architecture.
A separate area is M&A support: due diligence, deal structuring, negotiations with the counterparty and settlement through escrow accounts. We handle deals up to the largest in the sector; our portfolio includes supporting the sale of a group of companies for $540 million.
The practice is overseen by a partner of the firm.
What the service includes:
From our practice
How we work
One partner personally handles the case from first contact to result, with no hand-offs between different lawyers.
Corporate structure audit
We review the current ownership structure, constitutional documents and shareholders’ agreements to identify real risks, not just formal breaches.
Legal strategy
A written action plan and a fixed fee for the defined scope: the reorganisation, dispute or deal follows a scenario agreed in advance.
Negotiations and proceedings
We support negotiations with partners and counterparties, prepare and file documents, and represent the client in court where necessary.
Closing the matter
We see the case through to a tangible result: registered changes, a signed deal or a court decision that has taken effect.
In numbers
The experience behind every recommendation.
Other practices
Shareholders’ agreement between partners
What it is. An agreement between participants (shareholders) that operates alongside the charter and regulates what a standard charter does not: voting procedure on specific matters, terms and price of exit from the business, restrictions on transferring a stake to third parties.
Why it is needed when a charter already exists. In most LLCs the charter is a standard document, almost identical across thousands of companies. A shareholders’ agreement records the arrangements of specific partners: who takes operational decisions, by what formula a stake is valued on exit, and what happens in a 50/50 tied vote.
Deadlock situations. Partners with equal stakes cannot always agree on a key issue. The agreement describes the way out in advance: an option for a forced buy-out of one party’s stake, an independent director with a casting vote for a stalemate, an agreed procedure for selling the whole company to a third party.
Most corporate disputes that reach court began with a standard charter and no shareholders’ agreement: the partners agreed things verbally, and no formal tools were provided for the event of conflict.
What we put into the agreement:
Options and top management incentives
Why an owner needs an option programme. To retain key managers without giving up a real stake in the company or losing control. The manager gets a right to part of the economic result, the growth in the value of the business or the proceeds of its sale, but does not become a participant and does not vote at the general meeting.
A real option or phantom shares. An option to conclude a contract (Article 429.2 of the Russian Civil Code) gives the manager the right to demand a stake at a pre-agreed price when a condition is met, usually a sale of the company. Phantom shares are a purely contractual arrangement with no change to the list of participants: the company undertakes to pay the manager a sum tied to growth in the value of the business or to meeting KPIs.
Vesting and the cliff period. The right to payment or buy-out is usually earned in stages over several years, with a cliff period for the first year, so that the manager does not acquire the full right immediately on signing and leave a few months later with the right already in hand.
We prepare the contractual structure and the related corporate decisions so that the programme is enforceable in court and does not remain a declaration of intent on paper.
What the programme is built from:
Preparing a business for sale or succession
A legal audit before the deal. An owner planning to sell the business in a year or two puts the corporate documents in order in advance: removes discrepancies between the charter and the actual ownership structure, regularises old corporate decisions that were not properly documented, and consolidates assets into a clear and transparent group of legal entities. A company that has been through such an audit in advance passes the buyer’s due diligence faster and without a price reduction at the bargaining stage.
Succession is not inheritance. The passing of a stake by inheritance is governed by law and takes place after the owner’s death. It is a separate area of our practice. Corporate planning resolves the question in advance, during the owner’s lifetime: an option for heirs who do not take part in management to buy out a stake, a shareholders’ agreement with voting rules for the new generation of co-owners, and separation of the economic interest from the right to manage the company.
Timeframes. From a few weeks, where formal defects in the documents need to be remedied, to several months, where ownership must be restructured through several legal entities or there is a cross-border element.
Related areas:
Frequently asked questions
How does a corporate lawyer differ from a company’s in-house counsel?+
In-house counsel handle day-to-day operational work. We step in on specific high-complexity matters (a conflict between partners, a major deal, a reorganisation) where an independent view and experience of similar situations are needed.
Do you work with small businesses or only with large companies?+
We work with companies of all sizes, but our focus is on high-stakes deals and disputes, where a mistake is costly.
How long does M&A transaction support take?+
From a few weeks for a simple structure to several months for a deal involving due diligence, approvals and a cross-border element. We set the timeframes out in writing at the start.
What should I do if a conflict with a partner has already begun?+
Record the current situation as early as possible (correspondence, documents, decisions of governing bodies) and seek advice. At an early stage there are more options than once the asset has already been stripped.
Do you handle trademark protection?+
Yes, as part of our corporate practice, from registration to defence in disputes over unlawful use.