Practices

Shareholders agreement

Taking into consideration the more flexible system of corporate law in most of foreign jurisdictions, preparation and execution of shareholders agreement is frequently considered an essential element of M&A transactions and the incorporation of joint companies where the participation of several shareholders is implied. Incor Alliance uses its wide international experience in handling such issues, since the effective Russian legislative system doesn’t allow completely implementing effective legal instruments well known to a foreign business. Usually such agreements are executed between:

• the new co-holders of the business or certain assets;
• a new business co-holder and an owner of the business who sells part of shares therein and keeps another part;
• a business management, who is also a business co-holder, and an investment fund;
• the parties of international transactions.

Incor Alliance assists in selecting the optimum applicable law for making Shareholders Agreements, works out the structure of the Agreement, participates in negotiations of the terms of the Agreement, consults on the enforceability of certain provisions of the Agreement in the Russian Federation and foreign countries, as well as helps to assure that the Russian business or assets, with respect to which the Agreement is made, are strictly subject to the Agreement and the legal effects thereof.

Incor Alliance has extensive experience in making and executing Shareholders Agreements under English, Cypriot, Austrian, German and US law, as well as in the jurisdictions of Switzerland, Netherlands, Estonia and other countries.