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.

Our advantages

  • experienced team of corporate lawyers with established practice;
  • insightful and comprehensive risk analysis;
  • tailored approach.

Our team

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Evgeniy Dzhafarov
Evgeniy
Dzhafarov
der@cliff.ru 
About

Our services

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.

Joint ventures:

  • 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.


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