Корпоративное право

Corporate Law

Corporate Law

     c-laywer  
    15.11.2015
Amendments to Legal Entities’ Documentation

Corporate Lawyer provides services for amending incorporation and other internal documents of legal entities.

 

Securities Purchase Transactions and Other Securities Transactions at the OTC market

Corporate Lawyer provides legal services to support a wide range of transactions with securities.

Our specialists are experienced in supporting securities sales and pledges, options, securities transfers into custodial management, nominal holding, to depositary companies, and contributing shares in the company’s authorized capital.

When supporting securities transactions, our specialists prepare the required documents, check the parties’ authorities to execute the transaction and check if the transaction complies with the legislation and internal (incorporation) documents of the parties. If needed, they work with the registrar or nominal holder to register the transfer of the rights to shares. Following a customer’s request, our specialists can take part in negotiations on various transaction stages as well as managing the complete transaction.

 

Registration of relations between founders (shareholders, participants) of legal entities

When creating or reorganizing a business, the following issues become very topical: capacities and distribution of authorities between management bodies of a company (several affiliated companies), determination of the value of the company’s authorized capital, the procedure and method of formation, determination of the company’s legal capacity (types of activities) and securing the negotiated agreements in the incorporation and other internal documents of a company as well as agreements between all involved parties.

Our specialists provide their services and have experience in supporting negotiations between founders (shareholders, participants) for resolving the issues mentioned above and preparing documents securing such agreements.

 

Purchasing shares from shareholders

The following actions are implemented during work with shares purchase:

  • analysis of documents related to the operation of a joint-stock company (incorporation, financial and other documents) and preparation of the legal entity for purchasing shares: for example, if needed, the system of JSC shareholders register maintenance is brought into conformity with legislative requirements;
  • negotiations with the shareholders are held;
  • draft documents for purchases are prepared;
  • the rights of successors for shares are registered;
  • the shares purchase is submitted for approval by the antimonopoly bodies;
  • taxation issues are taken into account;
  • transactions with shares are agreed with other shareholders;
  • registration of transactions by a notary, if needed;
  • transactions registration in the company’s shareholders register is arranged and controlled; and other issues arising during shares purchase are resolved.

The purchase of shares from shareholders is made with the focus on making the company or holding management simpler.

The current Russian legislation on joint-stock companies sets out a large number of corporate procedures related to purchasing shares from shareholders. Thus, purchasing shares from shareholders is a complex and time-consuming procedure. Its successful accomplishment largely depends on whether the specialists dealing with it possess up-to-date knowledge of corporate law as well as experience in conducting negotiations and managing complex processes.

 

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