The mandate of the Labor Inspectorate expanded to cover compliance with labor law on top of occupational safety and hazard (OSH) issues. In addition, labor disputes remain the high-risk litigation for employers due to existing case law.

Thus, GLCC Law Firm offers private companies a full and comprehensive service to bring labor relations in-line with the labor legislation. Services include:

1. Labor Audit – a multi-vector assessment of the company’s labor relations (includes desk research and interviews with the personnel and management), on the basis of which we identify the labor risks, make recommendations for the prevention and the elimination of labor law violations;
2. Bringing labor contracts and internal regulations in line with labor legislation;
3. Establishing and implementing a mandatory consultation and information procedure with employees;
4. Introducing mandatory anti-harassment regulations and procedures against and discrimination;
5. Managing relations with trade unions, conducting collective bargaining, drafting and negotiating collective agreements;
6. Conducting internal workplace mediation, labor dispute prevention, legal support of industrial relations;
7. Litigation of labor disputes;
8. Appeals against labor inspection sanctions;

The labor relations service department is headed by Shalva Tskhakaia, a partner of the firm. He has vast experience in labor relations, studied the International Labor Standards at the International Labor Organization International Training Center in Turin and Geneva, is a member of the Tripartite Commission of Georgia on Social Partnership, and is an elected member of the Board of the Georgian Employers’ Association.

The experienced team of GLCC Law Firm will provide you with qualified and complete assistance in case you require the services listed below

Drafting Article of Association, or amending the Existing Ones as per the Requirements of the Law

As per the Georgian legislation, to establish a new legal entity, it is necessary to have an agreement between the founding partners (shareholders) regarding essential terms of the company’s activity. Such an agreement is known as a charter.

It should be noted that while agreeing upon the charter’s terms, it is recommended for the shareholders to avoid executing a document that just acts as a template that is drafted per the legislative requirements. Using such a charter may be enough to incorporate a new entity, however, it might become problematic in the future if a problem arises for which there are no preexisting rules between you and your partners.

Any business indeed starts with mutual beliefs and goals of its founders, and at this stage, it is hard to think that there might be some disagreement in the future. However, there are no guarantees, on the contrary, it is natural that with time the shareholders might start to have different visions of how should the company move forward. This is why it is recommended that while drafting the charter, the shareholders pay attention to its terms and agree upon the rules that will cover future occurrences too, for example, what happens if: a shareholders’ decision ends up in a split vote? One of the shareholders wishes to leave the company? The shareholders wish to agree upon the distribution of dividends that is not proportional to their shares? etc.

GLCC Law Firm shall assist your business partners and you to draft the company’s charter that best corresponds to every possible scenario. Thus, no matter how things might develop in the future, the shareholders shall preexisting rules that will simplify operating the business.

Drafting the Agreement for the Company’s Director/CEO

From January 1, 2022, a new law on entrepreneurs has entered into force in Georgia. This law makes it compulsory to have a service agreement with the director/CEO of the company, which will set the essential terms of how this person should carry out his/her duties. To increase the level of accountability of the director/CEO, it is important to have a written document that shall point out at least general expectations that the company has from its executive officers, and in addition, stipulates the rights and limitations that shall fall upon this person.

Therefore, it is important to seek the assistance of lawyers for drafting such agreements to make sure that the legal outline of this contract secures the interests of both, the company and the executive officer.

Establishment and Structural Development of Supervisory and Managing Bodies

Size of company’s capital, number of its employees, and just the need for efficient management might make it necessary for your business interests to appoint several directors/officers (and thus, establish a board of directors), establish a supervising board, audit committee and other bodies (a body for resolving internal disputes, ethics committee, etc.).

It goes without saying that in such cases, it becomes necessary to create appropriate regulations and rules of conduct for such bodies, and for these rules to have a unified and structurally sound form. This will help strengthen the corporate order of your business.

Changing the Organizational Form of the Company

Changing the company’s existing organizational form to a new one requires commencement of a reorganization process, difficulty of which depends on what are these organizational forms. For example, transforming a company from a Join Stock Company to a Limited Liability Company (and vice versa) is considered to be less risky for the enterprise’s creditors – Thus, the registration procedure of such reorganization is not that complicated. However, if the reorganization involved other organizational forms then registration procedures become much more complex and it requires significant diligence to carry out the process per the law and avoid drawing out the reorganization or failing it altogether.

Organizing Internal Corporate Dealings of the Shareholders and Drafting Corporate Documents That Reflect Their Interests

In most cases, the company’s charter (an article of association) sets general rules by which the company’s shareholders manage their relations. This document regulates matters such as the rules concerning: shareholders’ meetings and how the decisions are made; change of capital; distribution of dividends, etc.
Despite this, the company’s shareholders are free to execute additional agreements that shall regulate matters that do not fall under those issues that should be provisioned by the charter (as per the law). The important difference between such additional shareholders’ agreement and the company’s charter is that the former can be left private, without registering it in a public commercial registry. Thus, the shareholders are given an option to decide on different matters between themselves and make their internal relations much more defined.

Distribution of Company’s Assets, Leaving the Company, Separating Shareholders’ Share

From January 1, 2022, a new law on entrepreneurs has entered into force in Georgia, and this law regulates these issues much more thoroughly than the previous one. Therefore, to avoid potential disputes, the parties involved in such proceedings must act in accordance with the law. To achieve this, the involvement of qualified lawyers plays a key role.

The experienced team of GLCC Law Firm will provide you with qualified and complete services in case you require drafting and execution of the agreements/documents listed below

The Company’s Share Purchase Agreements

For purchasing/alienating the share(s) of a legal entity, the parties execute a share purchase agreement (SPA). Within this transaction, it is crucial to make sure that your (a party to this agreement) interests are well translated in the SPA and not to leave any “grey space” which might be interpreted against you.

When it comes to business transactions, it is not a good approach to lean on a simple written agreement and agree on the rest verbally. The reason for this is that, in most cases, to conclude a successful agreement it is crucial that the parties precisely provision every detail of the transaction. Such an approach secures that every party to the agreement knows exactly what its rights and obligations are without any ambiguity, which helps the overall success of the deal.

Thus, it is recommended to involve qualified lawyers in such transactions. Our law firm has years of experience in drafting mentioned agreements and protecting the interests of our clients.

Agreement on Merging and/or Splitting the Companies

Just like in the case of purchasing/alienating the share(s) of a legal entity, the process of merging, splitting, and/or combining companies, requires that the parties to the agreement provision exact and detailed terms/conditions of the deal.

During our years of practice, GLCC Law Firm has successfully concluded numerous processes of reorganization, within which: one company was merged with the other; two (or several) companies have been unified under a new company, or the company was split up (demerged or separated).

One of the most strong and experienced fields of our activities is insolvency.

Leading by managing Partner of the law firm – Mr. Irakli Gaprindashvili, the GLCC team was and is currently involved in most of the significant insolvency cases in Georgia. Our service includes not the only representation of the debtor party in applying to the court with insolvency application and relevant legal proceedings but also representing clients as creditors.

This part of our services became of current interest from 2021 when a new law on rehabilitation and collective satisfaction of creditors came into force. The new law has granted specialized professional attorneys full power to manage insolvency proceedings which before was managed by the state enforcement agency.

GLCC team is one of the pioneers who has received a special license and was given authority to manage rehabilitation and bankruptcy proceedings.

GLCC attorneys also are assisting clients in the liquidation and reorganization process of the companies which is one of the efficient solutions for solving problems of non-profitable businesses.

GLCC offers its clients comprehensive analyses of insolvency risks and suggests the most efficient legal solutions to overcome financial difficulties, including restructuration and rehabilitation proceedings or company voluntary arrangement (CVA) with the creditors.

In a world of growing digital markets, it is critical to secure the legal side of such dealings and benefit from services like:

• Drafting the website’s terms and conditions, privacy policies, distant sales agreements, refund policies, etc.
• Managing relations with Communications Commission and State Inspector’s Office (including for obtaining special permits and licenses);
• Provision of legal support for crypto investments;
• Registration of trademarks, copyrights, and patents, and drafting of licensing agreements.

For more than ten years, the experienced team of GLCC Law Firm has been providing legal assistance for local and foreign companies that operate in the IT and telecommunication industries.

Together with you, we are also eager to tackle the new frontier of the ever-growing cryptocurrency market.

Through the many years of our practice, GLCC Law Firm has managed to carve out a great reputation when it comes to representing our clients in the courts of law. The many success stories we have had can be attributed to several factors but mainly the standards we have in place that emphasize orientation on details, discipline, well-structured advocacy, and maintaining constant contact with the client.

Our firm can be your reliable representative in courts for all cases that involve contractual, employment, corporate, construction, administrative, and tax disputes.

As any reputable law firm, we pay extra attention to the services we provide for litigation, as achievements made through advocacy serve as a great aggregate for the quality of the rest of the services offered by our law firm. By partnering with us, you can rest assured that your case is handled by attorneys that give it their all no matter the amount that is disputed in a particular case.

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