We assist in safeguarding clients’ interests in the acquisition or sale of businesses, whether it involves the sale of shares, assets, or individual business units. We also provide comprehensive support for investment rounds and projects, and help clients establish partnership relationships (joint ventures).

Structuring

The deal structures we develop take into account both the commercial arrangements between the parties and regulatory requirements. We are interested in engaging in the implementation of any non-standard ideas, such as joint ventures, that require an individualised approach. In addition, we also take into account the tax implications for our clients.

Due diligence

We carry out legal and tax due diligence on the assets involved in the transaction. Based on our findings, we provide a detailed report outlining the asset’s legal and tax status, potential risks, and strategies for mitigating them.

Transaction Documents

We offer comprehensive support throughout the preparation of transaction documents, from the letter of intent to the main agreement and ancillary documents. Our team drafts and reviews documents proposed by the counterparty and effectively defends our clients’ interests in negotiations regarding terms and conditions of the transaction.

Obtaining regulatory approvals for the transaction

Many transactions require regulatory approvals and permits from governmental authorities. This may include consents from antimonopoly authorities, the Council of Ministers, National Bank. We provide advice on the approval process and offer support throughout each stage of obtaining the necessary authorisations.

Post-closing support

Our team provides full support for M&A transactions from start to finish. We assist not only with the primary transaction process but also develop a plan for integrating post-transaction legal processes, offering guidance throughout the integration phase.

Our team provides services across a spectrum of legal issues related to corporate structuring, management, and conducting business activities within special legal regimes. We support the establishment of legal entity unions, company registrations, their financing, and the distribution of business results. Our experience also encompasses more specific issues of corporate law such as share issuance, amendment of founding documents, preparation of relevant local legal acts.

Development and change of business corporate structure

We assist in structuring business ownership to ensure the realisation of the client’s objectives in terms of regulatory, tax, immigration, and other aspects. In addition, we offer practical solutions when there is a need to change the existing corporate group structure, including through reorganisation, liquidation, or other corporate procedures.

Corporate governance

We provide legal support for relationships among company participants, as well as relationships of company participants with the company’s management bodies. In particular, our services include the development of shareholder agreements, representing clients’ interests in negotiations re their content, and expert guidance in resolving corporate disputes. We assist in implementing corporate governance standards adopted in international corporate groups, taking into account local regulatory specificities. Another aspect of our work involves developing and formalising a management structure that aligns with the client’s objectives.

Meetings of corporate management bodies

We support the organisation and conduct of meetings of corporate management bodies: shareholders’ and board meetings. We assist in the proper documentation of management body decisions and determining the appropriate level for their adoption. Our services can be beneficial, among other things, in preparing the agenda for the meeting, notifying authorised persons of its holding, as well as in conducting the procedure for admission to participate in the meeting and verifying the authority.

Special legal regimes

We assist in structuring corporate operations within special legal regimes, such as the Hi-Tech Park, free economic zones, the Great Stone Industrial Park, and small towns. We advise on compliance with specific regulatory requirements of these legal regimes, utilising their benefits and preferences. Furthermore, we participate in the development of regulatory legal acts concerning their functioning.

Establishing unions of legal entities

We assist with the creation and ongoing legal support of holding structures, associations, and other unions. Our services include legal support for corporate procedures related to the establishment of a union, organisation of management, obtaining regulatory approvals, as well as assistance in the registration process.

Corporate presence

We ensure a legally reliable start to business in Belarus, assisting with selecting the most suitable legal structure and providing tailored advice to support the successful launch and initial operations. Our services include the registration of legal entities, opening branches, and represetative offices of foreign organisations.

Funding the company and distributing financial results

Our support includes selecting optimal methods for capital inflow and outflow by participants, taking into account tax and regulatory peculiarities. We assist with converting loans into the share capital and injecting funding without increasing the share capital.

Our experts provide thorough and tailored advice on a range of employment matters. These include employment of foreign specialists, establishing appropriate working hours, designing stock option programmes and other employee incentive schemes, drafting non-compete agreements and confidentiality obligations, applying disciplinary sanctions, and addressing issues related to compensation for damages caused by the employee.

Formalisation, modification, and termination of employment relationships

We assist with preparing the necessary documentation, offer guidance on the process, and represent clients in negotiations with key personnel. Our services also include consultations on non-standard terms of employment relationships, as well as their formalisation.

ESOP

Issuing stock options is a common practice for motivating employees. Our lawyers can help choose the optimal form of options, such as granting rights to real or “phantom” shares, and develop an option program and documentation that is clear to both the employer and employees.

Protection of trade secrets

In order for an employer to effectively protect commercially valuable information, it is necessary to ensure the proper establishment of a trade secret regime. We provide detailed explanations of these features and prepare the necessary document package to protect the interests of our clients.

Work-for-hire

Taking into account the individual characteristics of clients’ business, we prepare documents aimed at ensuring the automatic transfer of rights to intellectual property objects created by employees in the performance of their duties to the employer.

Labor migration

We assist with obtaining work permits, work visas, advise on visa-free entry peculiarities, obtaining permits for permanent or temporary residence, document recognition procedures, concluding employment contracts with foreigners, and other matters necessary for the proper formalisation of foreign workers.

Development of employer’s internal legal acts

Preparation of clear and legally compliant internal policies helps to ensure transparency and protect the interests of both the employer and employees. Our team of qualified lawyers drafts internal legal acts that, among other things, govern workplace discipline, and ensure consistency in procedures carried out by employees.

The real estate and construction sector is one of the most challenging areas for medium- and long-term investments. The sector demands deep understanding of market trends and dynamics, as well as the applicable legal and regulatory frameworks. Our team provides comprehensive legal services across all aspects of land law, real estate, and construction.

Real estate and construction advice

We offer professional legal advice throughout the entire lifecycle of a real estate asset, from its creation or acquisition, including the management stage, to its transfer to third parties or even demolition. As there is a close link between buildings and the land on which they stand, our assistance also includes dealing with public authorities regarding allocation, modification, use, and re-registration of land plots and transfer of rights to them.

Legal due diligence of real estate

Our team conducts legal due diligence of real estate assets, either as a standalone service (e.g., verifying sufficiency and consistency of title documents, compliance of transactions) or as part of larger projects, such as acquisition of a business.

Transaction support in real estate and construction

We assist with negotiation, conclusion, and execution of transactions on sale and purchase of real estate, including leasing, transfer into trust management, and mortgage. Our expertise also extends to transactions on the creation of new objects and modification of existing ones, whether involving shared construction structures, general contracts (including those based on FIDIC model terms), or the division, merger, or subdivision of real estate assets.

Putting clients’ interests first and taking into account all preferences, we help to choose the most advantageous type of transaction, e.g., sale and purchase of real estate or shares in a company. We also develop a negotiation strategy to ensure making an agreement with the other party on the best possible terms. Additionally, we provide advice on financing options for transactions and guide clients through the process of obtaining necessary approvals and permits, e.g., those required by antitrust authorities. Our team prepares all the necessary documentation, checks the accuracy of all transaction elements, assesses potential risks, and recommends ways to mitigate them.

Investment agreements with the state

We offer expert legal guidance throughout the process of negotiating and concluding investment agreements with the Republic of Belarus, as well as advise on the subsequent implementation of the corresponding investment projects.

State registration of real estate

Our team provides support in preparing all necessary documentation for submission to the registrar. We also ensure that the process of state registration goes smoothly, covering both the real estate itself and any related rights, restrictions (encumbrances), or transactions with its involvement.

Our finance and insurance team provides comprehensive legal support for financial transactions, entry into capital markets, project finance, and public-private partnership (PPP) transactions. We advise on the regulatory framework for financial services, acquisitions and disposals of financial market participants, fintech, blockchain and cryptocurrency projects, and insurance dispute resolution. Our experts have extensive experience of working with market participants, including domestic and international banks, international financial institutions, financed companies, professional market participants, leasing firms, and insurers.

Financial transactions

We provide legal assistance at every stage of financial transactions, including structuring of the transaction, conducting due diligence of borrowers and financed projects, negotiating transaction documentation, creating security, and closing.

Project finance and public-private partnerships

We assist with project structuring, addressing corporate and tax considerations, land law, construction, project insurance, and competition law matters. Our services include preparation of documents and participation in negotiations at all stages of project finance and PPP transactions.

Securities markets

We advise issuers and other parties on stock and bond issuance, transactions in regulated and unregulated markets, and the acquisition of public companies. We provide guidance on mandatory share purchase and buyback obligations and address issues concerning securities market abuse.

Financial services regulation

Our team assists clients with navigating complex regulatory environment of financial and insurance sectors, including banking, leasing, microfinance, forex brokerage, and payment services. We also advise on anti-money laundering (AML) compliance, draft policies, and establish internal control systems.

Fintech projects

We offer end-to-end legal support of fintech initiatives, helping market players digitise their operations and launch innovative financial products.

Blockchain and cryptocurrency projects

Our team advises blockchain and cryptocurrency ventures on business setup, compliance with regulatory requirements for Hi-Tech Park registration, development of internal policies and user agreements, building banking relationships, and ensuring compliance with AML and other regulatory obligations.

Insurance issues

We provide legal support on establishment, operation, acquisition, and sale of insurance entities, licensing, cross-border insurance activities, insurance brokerage, and launch of new insurance products. Our team also assists insurance providers and their clients with resolving insurance disputes.

Our firm has a highly skilled team, including a qualified patent attorney, providing a broad range of services related to the acquisition, management, and protection of intellectual property rights.

Legal audit in IP

We carry out thorough analysis and assessments of intellectual property rights to identify potential risks and opportunities for optimisation.

Protection of intellectual property rights

Leveraging our extensive experience, we develop strategies to protect clients’ copyright and related rights, as well as industrial property rights (such as trademarks and patents). We ensure effective enforcement of these rights and handle all necessary documentation.

Support in obtaining patents and certificates for objects of industrial property rights

We offer full support throughout the process of registering patents, trademarks, and other intellectual property assets, safeguarding clients’ innovations and brands. Additionally, we assist with ongoing IP portfolio management, including renewals and amendments.

IP contracts

Our vast experience with all types of intellectual property agreements, including licenses, assignments, and franchises, allows us to draft or review any contracts with your best interest in mind, quickly and efficiently.

Regulatory and commercial considerations are essential for the success of any business. Non-compliance with regulatory requirements or inadequacies in commercial agreements can expose businesses to significant legal risks and adverse consequences, including potential disputes. Our team provides expert advice and practical solutions to help clients navigate complex regulatory and commercial issues, enabling them to focus on growing business. We also offer comprehensive legal services relating to the processing and protection of personal data.

Ensuring regulatory compliance

We deliver tailored solutions to help a company meet mandatory regulatory requirements and mitigate the risk of reputational damage and legal penalties. Our expertise covers multiple legal and business areas, including product compliance, technical regulation requirements, competition law, import/export regulations, and special legal regimes such as the Hi-Tech Park and free economic zones.

Contract advisory services

Our lawyers provide comprehensive advisory services to ensure that contracts comply with legal requirements and align with the interests of the parties involved. We identify potential risks and deficiencies, offer guidance on performance of contractual obligations, including rights and obligations of the parties, and advise on amendment, enforcement, and termination procedures.

Contract drafting

We offer legal drafting services for a wide range of commercial contracts. Whether you need standard agreements for sale, purchase, lease, supply, or services, or more complex contracts that combine elements of multiple standard agreements, we can provide expertly drafted documents. Each contract is tailored to client’s specific business needs, taking into account current legislation and law enforcement practices.

Processing and protection of personal data

Our team conducts thorough audits of personal data processing procedures, assessing risks and evaluating the effectiveness of legal and organisational safeguard measures. We also prepare and update all necessary documentation, including data processing policies, agreements with data processors, and other related records. Additionally, we offer strategic recommendations and solutions to facilitate secure and lawful transfer of personal data, whether within one organisation or between non-related parties.

Our team of experienced professionals is dedicated to safeguarding your interests at every stage of dispute resolution. We handle a broad spectrum of disputes, ranging from those arising out of supply, lease, transportation, licensing, and other contracts to disputes involving violations of intellectual property rights, claims for damages, proceedings with state authorities, and other disputes. Our expertise allows us to develop the most effective strategy tailored to the specifics of the case and client’s objectives and ensure that all necessary documentation is prepared promptly.

Pre-trial dispute settlement

We assess the case, develop a strategy best suited to client’s needs, prepare the necessary claims, and engage in negotiations with the opposing party to resolve the dispute swiftly and out-of-court, while ensuring that client’s interests are protected.

Court/Arbitration Proceedings

Our lawyers provide expert preparation of all required applications, complaints, claims, and other legal documents. We represent client’s interests in arbitration and international arbitration courts and coordinate representation of a case in state courts. Our team is also ready to assist with appeals against court judgements or other court orders.

Enforcement of court judgments

We assist with enforcement of court judgments, arbitral awards, and other orders, including foreign court judgments and foreign arbitral awards.

Bankruptcy

Our specialists safeguard client’s interests during the bankruptcy of debtors, as well as may assist with planning effectively own bankruptcy procedures.

Thanks to having certified tax consultants on our team, we provide consultations on tax law, including the possibility of applying tax benefits and preferences, as well as conducting tax risk assessments. These services can be offered both independently and in conjunction with consultations on other legal matters.

Representation before tax authorities

We provide high-quality representation of clients’ interests when dealing with tax authorities, including during inspections and audits.

Tax structuring

We help structure new business directions and corporate relationships in the most tax-efficient manner while strictly complying with tax legislation. Our services also include conducting tax analysis of individual contracts planned for conclusion by the client.

Permanent establishment

One of the most common requests from our clients is the assessment of existing or planned relationships to determine the risk of creating a permanent establishment in Belarus. We assist in conducting this assessment and, if necessary, support registration and advice on submission of all required reports.

Transfer pricing

We provide consultations on transfer pricing issues, as well as other rules and grounds for adjusting the tax base, the amount of loss, or the amount of tax which is subject to payment (offset, refund).

Double taxation treaties

Our services include consulting on the correct application of double taxation treaties, also taking into account the rules on the actual owner of the income.