Commercial, Corporate and M&A

 
Through a tailor-made approach designed for each client’s business needs, the firm provides to various industry sectors a full spectrum of corporate and commercial law services, including but not limited to transaction structuring and closing, legal due diligence, drafting transactional documents, support, and participation in negotiations, regulatory and antitrust clearances.

WHAT WE DO:
  • Regulatory.  Advising clients, on regulatory and compliance matters, including, among others, the rules relating to data privacy, product safety, product labeling, product liability, authorization and licensing, competition issues, etc.
  • Commercial Contracts. Drafting and negotiation of various types of commercial contracts, including, among others, sales, cargo shipping, freight forwarder, distribution, franchise, service, operation and maintenance contracts.
  • Joint Ventures.  Drafting and negotiation of the joint venture and cooperation agreements.
  • Incorporation. Assisting clients in the establishment of Georgian branches and companies, as well as advising on preferable legal structure.
  • M&A. Advising on Mergers & Acquisitions transactions, drafting, negotiation and execution of necessary documentation, including share purchase and shareholders agreements.    
  • Due Diligence. Conducting due diligence on commercial and corporate law related issues.
  • Commercial and Corporate Disputes.  Representing clients on commercial and corporate disputes, at all instances of Georgian courts, arbitration and mediation proceedings.

EXPERIENCE AND HIGHLIGHTS:
  • Regulatory:  Recent highlights include:
    • Advising one of the leading multinational pharmaceuticals company on the operation setup including, but not limited to the advice on the most suitable business model, obtaining a license, trade permissions, regulatory clearance, patent search, and employment matters.
  • Commercial Contracts: We have extensive experience in drafting and negotiating commercial contracts.
  • Incorporation: We regularly assist clients in the establishment of Georgian companies, including drafting incorporation documents and assisting in the registration process.
  • Joint Ventures:  Recent highlights include:
    • Advising one of the leading real estate development and construction companies in Georgia in relation to the formation of the joint venture in Georgia with a Turkish partner with the aim of participating at the tenders announced by the governmental authorities of Georgia with the support of Asian Development Bank. We have drafted the joint venture agreement regulating the relationship among partners and advised on other issues relating to the participation in the call.
  • M&A: Recent highlights include:
    • Advising the Client in relation to the acquisition of shares in one of the Georgian companies in the food industry. We have drafted and executed the share transfer agreement, call option agreement, updated charter of the company and the shareholder agreement encompassing all important details relevant to the shareholding at the company, including the profit distribution rules, provisions on the related party transactions and the management provisions.
    • Advising the leading private equity fund manager in Georgia on the major corporate restructuring procedure involving corporate merger and division of several companies within Georgia.
    • Advising Austrian Investor in connection with consolidating several of its Georgian subsidiaries into a single entity and the sale of its interest in the cheese production company.
  • Due Diligence: Recent highlights include:
    • Legal due diligence on behalf of the potential buyer of the major player within the telecommunications industry including specific advice on regulatory clearance and certain aspects of share acquisition.
    • Legal due diligence of the company operating in the industry of Media and Telecommunications.

RECOGNITIONS: 

“Nodia, Urumashvili & Partners handles transactions and general corporate matters. Eprem Urumashvili assisted The Bitfury Group with piloting a blockchain land titling project with the Georgian National Agency of Public Registry. Lasha Nodia assisted Geofood Invest with consolidating several of its subsidiaries into one single entity. Alexander Sukhishvili advised Georgian Hotel Management on a joint venture funded by Georgian and foreign investors.” – Legal 500, 2018

“Nodia Urumashvili & Partners has acted on a range of financial and corporate work during the research period, working on deals in cryptocurrency, mining and pharmaceuticals.” – IFLR 1000, 2018

“Standout deals include advising Ziraat Bank on its restructuring, and due diligence work on a sale for Global Contact Consulting.” – IFLR 1000, 2018

According to Legal 500, 2020, Nodia, Urumashvili & Partners ‘covers the whole spectrum of commercial law’ and also handles every stage of M&A from transactional document drafting and negotiations through to legal due diligence and regulatory clearances. The team has a ‘very good understanding of the Georgian business environment in an international setting’ and particular expertise in the telecoms, pharmaceutical, tobacco, retail, professional services and education sectors. Lasha Nodia has a ‘unique ability to see the whole picture of a matter’ and jointly heads the department with Vakhtang Gamtsemlidze, who has 'outstanding experience' in the space.

Testimonials as per Legal 500, 2020

They cover the whole spectrum of commercial and fiscal law and have been selected by us after a local and personally carried out tender. Not only top from a legal point of view, they are practical as well and have a very good understanding of the Georgian business environment in an international setting. They keep up to their promises and have been of great value in a cross-border SPA.’

‘Vakhtang Gamtsemlidze: Commercial partner, quick thinker, easy to approach and always keeping a perfect balance between the legal aspects of the deal and the practical implementation of it.’

‘Not a big firm, so partners are always engaged and available. It builds confidence easier, makes process smoother, less risky and the possibility of a favorable outcome more likely.’

‘Very creative, trustworthy, intelligent and competent individuals.’

‘Throughout long-lasting relationship between my companies and Nodia, Urumashvili & Partners, I can name the law firm as the best in Georgia. My companies work with both legal and tax teams of the law firm and I would assess them as a knowledgeable team of professionals. In addition, I would highlight company’s experience and dedicated approach to work.’

‘Alexander Sukhishvili has superior knowledge and incomparable experience, making him the best professional in tax field. Alexander shall also be praised for his personal skills and qualities, and the impressive ability of convincing opponents.’

‘Eprem Urumashvili shall be recognized for his outstanding experience in tax advisory services. He has exceptional negotiation skills and ability to promptly identify the most efficient solution for every tax matter.’

‘Aside from being a very skilled lawyer, Ekaterine Danelia is the person to whom you can fully trust, she is especially qualified in corporate and labor law and has the ability to deliver the highest quality service in timely manner.’

‘Lasha Nodia has distinctive knowledge in corporate law, with the unique ability to see the whole picture of matter and quickly find the easiest solution.’