Specialists of the corporate & M&A practice of Cliff Legal Services have a vast experience in supporting corporate processes and procedures at any level.
We will be glad to provide our legal services with relation to transformation or re-structuring of business, optimization of its activities, optimization of management model, implementing of incentive plans in growing businesses.
We provide full range of legal services: consulting on legal issues, drafting of legal documents, protection of the clients' interests in courts and other state authorities.
- experienced team of corporate lawyers with established practice;
- insightful and comprehensive risk analysis;
- tailored approach.
Corporate restructuring and management:
- Examination of the current structure of enterprise management and verification of the level of asset protection;
- Development of an optimal corporate structure (management model) considering the interests of all the business owners;
- Development and implementation of corporate structure with multiple executive directors;
- Development and drafting of internal documents regulating the activities of company management bodies;
- Preparation of shareholders’ agreements for business owners in accordance with the new corporate structure.
Business sale&purchase transactions. mergers and acquisitions:
- Legal due diligence of the target company (complex or selective);
- Transaction structuring;
- Preparation of any transaction documents (framework agreements, letters of intent, term sheets, shareholder agreements, NDA, SPAs, security transactions, etc.);
- Full support of execution and closing of the transaction, completion of the transaction.
- Structuring of joint ventures;
- Development of an optimal corporate governance structure;
- Drafting of documents regulating the activities of joint ventures.
Corporate agreements and shareholders’ agreements:
- Drafting of agreements for co-owners of business;
- Drafting of agreements between co-owners of business and external investors.
Investments and support of investment transactions:
- Development of an investment scheme (project financing) for a specific business project or enterprise, structuring of investments and investment income return, scheme for entering and exiting investment projects;
- Development of a corporate governance structure/model (in favor of the investor and current co-owners of the business);
- Creation of special joint ventures (special-purpose companies);
- Preparation of any documents related to the investment transaction (contracts, investment agreements, shareholders' agreements, stock-option agreements), as well as legal documentation to secure the transaction (pledges, sureties, etc.).
Corporate conflicts and dispute resolution:
- Assessment of risks, consequences for participants and opportunities of the parties in the corporate conflict;
- Development and implementation of preventive measures and actions to minimize the risks of corporate conflict;
- Litigation support.
Equity incentive plan (program) for top management:
- Development of different options of incentive programs or bonus programs for the top management of a company;
- Drafting of the documents and implementation of corporate procedures required for launching the incentive program;
- Comprehensive support of execution and completion of the incentive program.