Empowering Growth and Protecting Wealth

Creation of a holding structure in the UAE to manage assets in the Middle East, Latin America and Asia, including incorporation, revision of the Articles of Association and drafting of shareholder agreements.

We registered several companies in RAKEZ, drafted new versions of the Articles of Association that meet the companies’ needs in terms of corporate governance and adheres to local regulations.

We developed several shareholder agreements that reflect the arrangements between asset owners and establish the rules for managing the holding structure.

Assistance in incorporating an SPV in ADGM, using a fully digital process and preparation of a Shareholders’ Agreement (SHA) to ensure compliance and governance flexibility. This structure provided an efficient solution for asset management and investment purposes.

We set up an SPV in ADGM without minimum share capital or a physical office, compliant with AML/KYC regulations. The SHA defined rights, obligations, and governance, including ownership, voting rights, and drag-along/tag-along provisions, integrated with customized Articles of Association. Additionally, put and call option agreements were included to ensure flexibility in ownership transitions.

Launch of multiple sub-funds within an existing investment fund (Guernsey).

Preparation of supplements to the fund’s securities prospectus in connection with the issuance of new share classes (Portfolio Supplements).

Creation of a subscription agreement for investors wishing to acquire shares of the new Class B. Each supplement was developed upon the launch of a new sub-fund in accordance with requirements.All documentation was prepared under English law. Ensured the fund’s prospectus remained up-to-date and compliant with each new sub-fund launch.

Legal assistance for formation a startup accelerator and venture builder in Latvia.

The task was to propose the most suitable organizational and legal structure for a company that would attract investment and operate in the acceleration of startups in the Life Sciences sector, facilitating their entry into the European market.

Our services included preparing a memorandum, registering the company, assisting in formalizing relationships among shareholders, developing a comprehensive set of documents to govern the relationships between the accelerator and participants in the acceleration program.

Legal services for a DeFi startup in the UAE: assisting in fundraising and negotiating with the crypto regulator.

We assisted a crypto startup in the DeFi sector, a yield farming aggregator, in securing early-stage investment for their company in Dubai, prepared an investment agreement and amended the company’s memorandum of association, held negotiations with the regulator VARA regarding the regulation of DeFi projects under the VARA Regulations.

We registered the company’s trademark and capitalized the developed software for yield farming aggregation protocols on the company’s balance sheet.

Legal services for an agrotech startup: establishing a company in the USA and assisting in token issuance.

An agrotech startup decided to raise additional funds through tokens. We helped them register a company in the USA and prepared a filing under Rule 506(c) of Regulation D. This rule allows the issuance of securities, in this case, tokens as securities, without going through the full SEC registration process, provided the tokens are offered only to accredited investors, with restrictions on resale for a certain period.

Legal advice on a $450 million M&A and debt restructuring transaction, which included the sale of shares in a Cypriot debtor company, partially financed through new credit secured by the acquired shares.

We coordinated legal standards across Cyprus, the Netherlands, the UK, and Switzerland, utilizing Mercury signing and an escrow agent to ensure immediate pledging of shares post-transfer. Our strategic management and legal analysis ensured seamless execution and compliance with all relevant jurisdictions, providing tailored protections for the client.

Assisting in structuring investments for a venture fund into Cyprus-based game studios, including share pledges with a flexible legal framework to ensure tax benefits and simplified compliance. Tailoring share pledge agreements allowed for non-judicial enforcement, streamlining the process to secure the fund’s interests.

We ensured the agreements met regulatory standards for both jurisdictions, allowing efficient non-judicial enforcement with minimal delays. The result was a series of well-secured investments, providing confidence in managing the venture fund’s cross-border portfolio.