GLCC Law Firm provides construction development and real estate companies with high-quality legal assistance. Construction Legal audit is the service that includes the full compliance of the construction process with the stated regulations.
The legal services to the construction and real estate companies include:
- Drafting and defining the general legal strategy related to construction activities;
- Defining the legal status of the real property;
- Obtaining requested government consent and permits;
- Negotiating the contract provision with owners of the real property;
- Drafting and registering project plan;
- Signing contracts with builders, suppliers, and service providers;
- Concluding agreements with clients (purchaser of the real property);
- Drafting contracts related to real property (purchase, mortgage agreement and etc);
- Representing clients’ interest in courts or/and arbitration;
- Completing the memorandum of understanding and cooperation between commercial banks and real estate companies;
- Supporting clients on the contentious issues with the City Hall, Labor and Municipal Inspection Bodies, and National Agency of Public Registry of Ministry of Justice of Georgia.
The Construction and Real Estate Services are headed by the director of the GLCC Law Firm – Aleksandre Kamushadze, who has many years of expertise in the construction field.
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:
- 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;
- Bringing labor contracts and internal regulations in line with labor legislation;
- Establishing and implementing a mandatory consultation and information procedure with employees;
- Introducing mandatory anti-harassment regulations and procedures against and discrimination;
- Managing relations with trade unions, conducting collective bargaining, drafting and negotiating collective agreements;
- Conducting internal workplace mediation, labor dispute prevention, legal support of industrial relations;
- Litigation of labor disputes;
- 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).
Other Documents Connected to Mergers and Acquisitions
As mentioned above, the process of mergers and/or acquisitions (M&A) is a complex deal and is full of risks. Therefore, in many cases, executing the primary agreement is not enough and before its execution, it is compulsory to identify and analyze not only the financial but legal risks that are connected with the transaction. This process is called Due Diligence.
Within Due Diligence, the entity interested in a transaction shall be provided with legal service, within which, with the cooperation of the other part(y)ies of the deal, all the risks that are connected to the particular M&A deal shall be analyzed and evaluated thoroughly, including but not limited to: What is the employment policy of the target business? Which rights and obligations does it have from existing or expired agreements? How many litigations or ADR cases does the targeted business have, and what are the chances that the dispute shall be resolved in its favor?
For answering such questions, our law firm offers you a service to identify, legally analyze and assess every potential risk and fact connected to the potential business transaction. This, in turn, will help to make more informed decisions.
In addition, when it comes to business transactions, it is common practice to, prior to executing a primary agreement, execute a preliminary deal and/or a Term Sheet. Our law firm shall provide you with legal assistance in all stages of your deal.
In some cases, despite the fact that the parties show interest to go through with a business transaction, the terms of the deal that are connected to the performance of the financial obligations are still the major reason for uncertainty and doubts.
For such occasions, a reliable and optimal option is to execute an escrow agreement, which stipulates depositing the funds on an account of the third party – an escrow agent. The escrow agent is informed beforehand about every essential term of the deal, including the conditions that give the basis for paying the price of the object to be purchased. Therefore, the escrow agent shall transfer the money to the seller once the former shall receive the evidence that conditions for payment have been fulfilled. The way in which this evidence is presented is stipulated by the escrow agreement.
It goes without saying that the escrow agreement requires attention to details as well. For this purpose, it is necessary to seek the services of qualified lawyers.
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.
Timely and cost-effective resolution of nusiness disputes between in modern relationships has become extremely important. Consequently, the resolution of some legal conflicts through the common court system is inefficient and outside the best interests of the disputing parties. Therefore, the GLCC Law Firm offers timely and cost-effective alternative dispute resolution (ADR) mechanisms, such as mediation and arbitration.
Arbitration is a private, voluntary, and confidential process where the dispute is transferred by agreement of the parties to a tribunal of one or more arbitrators whose decision is final and binding on the parties. Arbitration in comparison with the court is a fast and economical process that offers the parties a high degree of control and flexibility. Also, the parties are given the opportunity to select an arbitrator acceptable to them, neutral and credible, decisive in the dispute.
Our law firm offers the services of highly qualified and experienced arbitrators, as well as representation in arbitration.
Mediation is a flexible and voluntary means of resolving disputes in which the impartial party, the mediator, assists the disputing parties to reach a mutually acceptable agreement. Unlike litigation and arbitration, mediation is much faster, more accessible, tailored to the interests of the parties, and fully confidential. Accordingly, GLCC offers independent, neutral, objective, and impartial mediators to provide you with a confidential and collaborative atmosphere.
Mediation and Arbitration Department is led by an accredited member of the Georgian Arbitrators Association, an Arbitrator at the Dispute Resolution Center (DRC), as well as a certified mediator in the State of Indiana, a graduate of the International Labor Organization International Training Center ICTILO (Turin), Founding partner of the GLCC law firm – Shalva Tskhakaya. Enri Abuladze, a lawyer of the firm, works with him in the field of mediation, is a graduate of mediation training, and has undergone many mediations.
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.