Projects we have implemented in this industry
Bahco Bisov
The client is an international manufacturer of hand tools.We provided advising on the issues of sale of shares in a Belarusian subsidiary, corporate restructuring and corporate governance in accordance with the Belarusian law.From 2008 to 2012, we resolved all corporate issues for our client (drew up resolutions of the Board of Directors, resolutions of the General Meeting of Shareholders, made several amendments to the client’s Articles of Association, rendered legal support in the procedure of increasing of the authorized capital).
Belarusian Bank of Small Business
We advised the Belarusian Bank of Small Business CJSC on increasing the authorized capital of the Bank by restructuring the Bank’s debt to shareholders, as well as on general issues of increasing the authorized capital of the Belarusian Bank of Small Business CJSC at the expense of shareholders’ funds.
In general, such swap transactions common to the United States and Western Europe are unknown to the Belarusian law and were not made in Belarus before. We advised the Bank on details of the swap transaction procedure performance in accordance with the Belarusian law.
A Belarusian manufacturer of footwear
A Belarusian footwear manufacturing holding decided to upscale the production facilities and enter the EU market. For a number of reasons (taxation, logistic, etc.), it was resolved to open a separate company for performing activities in the EU. We asvised the client on the business restructuring issues.
An American health-care unicorn
We have been acting as the exclusive legal advisor of an American health-care unicorn in Belarus since June 2014. This is a Silicon Valley startup engaged in manufacturing of fitness bracelets.
Our Corporate Law practice, M&A practice and Intellectual Property practice team supported the client in entering the Belarusian market, registered the legal entity, advised on recruitment of Belarusian and foreign employees, developed local normative legal acts, verified observing of the Belarusian law by the client, advised on the issues of leasing several offices , developed documents to protect client’s confidential information and intellectual property rights in Belarus , drafted all the required documents and contracts (mainly, the R&D Contract and the Agreement on Property Rights and Inventions), advised on the issue of benefits and incentives for the Belarusian subsidiary employees, resolved other issues (including avoidance of double taxation).
A Belarusian manufacturer of clothing
Development of a new revision of the joint-stock company’s articles of association after acquisition of the controlling shareholding by a Russian investor for the purpose of establishing balanced interests of the investor and the government.
An international agricultural holding
Advising on the issue of raising the EBRD financing for implementation of an investment project in Grodno region, development of the articles of association of the Belarusian company with consideration of the EBRD requirements.
Bahco Bisov
The client is an international manufacturer of hand tools.We provided advising on the issues of sale of shares in a Belarusian subsidiary, corporate restructuring and corporate governance in accordance with the Belarusian law.From 2008 to 2012, we resolved all corporate issues for our client (drew up resolutions of the Board of Directors, resolutions of the General Meeting of Shareholders, made several amendments to the client’s Articles of Association, rendered legal support in the procedure of increasing of the authorized capital).
Belarusian Bank of Small Business
We advised the Belarusian Bank of Small Business CJSC on increasing the authorized capital of the Bank by restructuring the Bank’s debt to shareholders, as well as on general issues of increasing the authorized capital of the Belarusian Bank of Small Business CJSC at the expense of shareholders’ funds.
In general, such swap transactions common to the United States and Western Europe are unknown to the Belarusian law and were not made in Belarus before. We advised the Bank on details of the swap transaction procedure performance in accordance with the Belarusian law.
A Belarusian manufacturer of footwear
A Belarusian footwear manufacturing holding decided to upscale the production facilities and enter the EU market. For a number of reasons (taxation, logistic, etc.), it was resolved to open a separate company for performing activities in the EU. We asvised the client on the business restructuring issues.
An American health-care unicorn
We have been acting as the exclusive legal advisor of an American health-care unicorn in Belarus since June 2014. This is a Silicon Valley startup engaged in manufacturing of fitness bracelets.
Our Corporate Law practice, M&A practice and Intellectual Property practice team supported the client in entering the Belarusian market, registered the legal entity, advised on recruitment of Belarusian and foreign employees, developed local normative legal acts, verified observing of the Belarusian law by the client, advised on the issues of leasing several offices , developed documents to protect client’s confidential information and intellectual property rights in Belarus , drafted all the required documents and contracts (mainly, the R&D Contract and the Agreement on Property Rights and Inventions), advised on the issue of benefits and incentives for the Belarusian subsidiary employees, resolved other issues (including avoidance of double taxation).
A Belarusian manufacturer of clothing
Development of a new revision of the joint-stock company’s articles of association after acquisition of the controlling shareholding by a Russian investor for the purpose of establishing balanced interests of the investor and the government.
A Belarusian IT company
Support in the course of negotiations with an American investment fund on the issue of admission the fund into the Belarusian legal entity as a member, development of contracts, agreements, and the articles of association.
A Spanish fashion retailer
Development of the corporate structure and registration of several legal entities within the scope of entering the Belarusian market.
A Russian brewing company
Support of a Belarusian subsidiary in the liquidation process.
A German chemical corporation
Legal support in the course of establishing a representative office of the company for widening its presence in the local commodity market.
Astra-Leasing
Support of the deal with development of the document package for changing the shareholders' structure of one of the major Belarusian leasing companies.
A Turkish brewing company
Legal support of the launch of a commercial company and termination of a representative office of a foreign brewing company in the Republic of Belarus.
Alivaria Brewery
Development of the articles of association of a major joint-stock company with the EBRD participation with consideration of the Corporate Code of Rules of Conduct provisions.
An international agricultural holding
Advising on the issue of raising the EBRD financing for implementation of an investment project in Grodno region, development of the articles of association of the Belarusian company with consideration of the EBRD requirements.
How can we help
The bankruptcy institute allows terminating a business project after it has failed due to a number of economic reasons.
We help the client to plan the entire procedure correctly, starting from assessing the grounds for starting the procedure, preparing the debtor’s bankruptcy statement and selecting management candidates, and finishing with support of all procedures, including creditors’ meetings, collection of accounts receivable.
Unfortunately, many debtors abuse this procedure and try to evade liability this way. We will help creditors not only with proper drawing up of the creditors’ requirements, but also with full protection of their interests at all stages.
Creditors’ protection often involves challenging of transactions, appealing against actions (omissions) of managers, performing of an expertise, bringing the director and members of the debtor to subsidiary liability, replacement of managers.
Special organizations can be created to manage common real estate property, unite the interests of manufacturers and consumers, perform charitable activities and for other purposes that are of non-commercial nature.
Special organizations can be created to manage common real estate property, unite the interests of manufacturers and consumers, perform charitable activities and for other purposes that are of non-commercial nature.
One of the key conditions of successful operation of the company is correct distribution of competences between its management bodies.
Thus, owners must focus on the company’s future, the board of directors must reasonably approve or reject decisions on acquiring new businesses and entering new markets, and the board or the director must ensure achievement of the goals set and coordinated performance of work by all employees.
Exactly such correct setting of the corporate governance is also the key to higher attractiveness of enterprises for investors.
Entering new markets, launch of new risky products, a peaceful separation with business partners - this is for not exhaustive list of the reasons for reorganization of existing businesses.
Addressing lawyers to accompany a reorganization will allow prevention of possible negative changes (for instance, the prohibition to use of the simplified taxation system), calculate the cost of resulting expenses (replacement of labels on products, changes in licenses and certificates, etc.)
As our experience shows, prior to registration of their subsidiaries in Belarus, major businesses study the possibilities of doing business in Belarus by opening a representative office of the foreign company.
Such representative offices are suit perfectly for studying the markets of the Republic of Belarus, opportunities for investment, sales of tickets and reservations for air, rail road and sea transportation companies. An undoubted advantage is full control of the parent company over the activities of its representative office, as well as the absence of the need to obtain any work permits for the head of the representative office.
To perform business activities, first of all, it is required to obtain the status of a company, i.e., to register a legal entity. The registration process starts with analysis of the company incorporation objectives (commercial or social), composition of its members (one, two or several dozens), as well as other legal and business factors.
As a result of such analysis, we will propose the optimal form of performance of activities (out of more than ten forms possible in Belarus) and the taxation system type.