Arbitration and Litigation
WHAT WE DO
- Negotiation and mediation
- Contractual settlements
- Representation in private arbitrations
- Litigation in the Georgian courts
- Enforcement coordination
- The Government of Georgia on the annulment proceedings and revision proceedings before the International Centre for Settlement of Investment Disputes (ICSID) in respect of an award against Georgia relating to a joint venture agreement and a related concession to develop oil and gas transportation systems in Georgia, and the successful settlement of this matter.
- Ministry of Energy of Georgia in relation to arbitration proceedings relating to the distribution network of electricity in Georgia.
- Represented a Georgian cooperation in Georgian courts regarding a US$2.5 million tax dispute;
- National Bank of Georgia in connection with international arbitration proceedings.
- Ministry of Energy of Georgia in relation to proceedings relating to the distribution network of electricity in Georgia.
- The Government of Georgia in connection with its annulment proceedings and revision proceedings before the International Centre for Settlement of Investment Disputes in respect of an award against Georgia relating to a joint venture agreement and a related concession to develop oil and gas transportation systems in Georgia, and the successful settlement of this matter.
- The Government of Georgia in connection with proceedings brought before the English High Court in respect of claims under various contracts for the delivery of equipment, and the successful settlement of this matter.
Investors and real estate developers, joint ventures, limited liability companies and other investment vehicles rely on us to handle all relevant corporate, regulatory and tax issues involved in real estate transactions. We have acted in many transactions involving real estate firms and corporate entities with substantial real estate assets, effectively guiding them through the complexities of M&A transactions.
- A foreign investor in Georgia in relation to investments in real estate and hotel assets.
MG Law attorneys focus on leveraging clients’ intellectual property to help them achieve success in the marketplace. Our IP lawyers provide counsel on the most effective methods for protecting IP rights.
WHAT WE DO
- Copyrights and trademarks
- False advertising
- IP litigation
- Licensing and technology transfers
- IP asset due diligence
MG Law attorneys bring expertise and creative solutions to the myriad legal and public policy issues confronting the critically important, interdependent, and rapidly transforming fuel and power industries in Georgia. Our expert lawyers are familiar with the business realities in every aspect of energy and natural resources projects in a broad range of sectors.
Our team advises clients who represent multinational, domestic, and government-owned oil and gas companies, pipeline and transport companies, biofuel producers, mining, and renewable energy companies (wind, solar, hydro, geothermal).
WHAT WE DO
- Handle all stages of a project
- Title Examination
- Permitting and Exploration
- Feasibility analyses
- Site Development
- Operation and Marketing
We are experienced with the operational details and points of negotiation in the contracts and physical operations that are common and also unique to a particular resource. Our lawyers can provide invaluable orientation and counsel to foreign companies investing in Georgia, or domestic companies seeking to expand their presence globally.
The work performed includes corporate, regulatory, legislative, international trade, and litigation dimensions, and fully addresses the complicated opportunities and challenges facing industry participants. We handle all stages of a project, from the initial stages of acquisition, title examination, permitting and exploration and feasibility analyses to site development, financing, management, operation and marketing
- The Georgian Co-Investment Fund on its acquisition of Hydropower project in Georgia.
- A consortium on the drafting, negotiating and executing of a term sheet for a joint venture to develop a cascade of hydropower plants in Georgia.
- A consortium on the establishment of a joint venture to develop the Namakhvani Cascade of hydropower plants, including the drafting, negotiating and executing of the shareholders agreement and drafting and negotiating the implementation agreement with the government of Georgia.
- Advised a major oil and gas company in relation with concluding a production sharing agreement and conducting operations in Georgia;
- Conducted petroleum and natural gas market assessment (including analysis of existing technical safety norms, monitoring measures, identification of challenges and provision of recommendations for increasing sector transparency);
- A French energy company in the acquisition of a gas-fired electrical plant
- An energy company in the acquisition of petroleum-related assets.
- A major oil company in the acquisition of a listed company in France.
Tax and Customs
WHAT WE DO
- Advice on tax qualifications and interpretations, tax vetting of corporate transactions and structures
- Advice on double taxation issues, which includes:
- Advice on qualifications and interpretations
- Assistance in double taxation exemption filings with the tax authorities
- Administrative and court proceedings on tax disputes
Advice on general tax laws and regulations
MG Law handles transactions involving entities from small start-ups to multinational giants, advising corporations on Mergers and Acquisitions, Bankruptcy & Liquidation, and Debt & Equity Transactions.
We understand the unique deal terms and issues that arise in the local and regional context, and are able to effectively structure and execute transactions to meet your business needs.
Our corporate attorneys
Our services cover all corporate governance matters with respect to the formation, governance, and day-to-day legal problems of such entities.
WHAT WE DO
- Ensure compliance with Georgian regulations affecting the client’s particular industry
- Provide full contractual, procedural, and registration coverage
- Corporate structuring and complex commercial transactions
- Draft commercial contracts with the corporation’s customers and suppliers
- United Airports of Georgia on the renegotiation of the Build-Operate-Transfer agreement for Tbilisi International Airport with the Airport’s operator, TAV Georgia.
- Georgian Co-Investment Fund on the purchase of a 50 MW brownfield hydropower plant project, including full legal due diligence including review of the implementation agreement, electricity transmission agreement and power purchase agreement, as well as assisting with drafting and negotiating an Owner’s Engineer Agreement in relation to the Mtkvari Hydroelectric Power Plant Project.
- Betsson AB in connection with the acquisition of a Georgian gaming company, including providing a comprehensive overview of gaming regulations in Georgia; carrying out due diligence, providing advice regarding corporate structuring, advising and representing in negotiations with the target companies, and providing day-to-day corporate advice.
- Advised Gürtel Telekomünikasyon Yatirim ve Dis Ticaret A.S. regarding sale of 100% shares in Geocell LLC
- Advised major European private equity fundson corporate governance issues related to their Georgian subsidiaries
- Advised major investment bankson various Georgia securities law related issues
- Kenes S.a.r.l. (Luxembourg) in connection with the sale of its 51% interest in Caroli Foods Group B.V. to Campofrio Food Group, the Spanish subsidiary of Mexican multinational food processing and distribution company Sigma Alimentos.
- M1 group, a diversified investment holdings group, in connection with its sale of Façonnable Holding S.A.S. and its subsidiaries (including Façonnable S.A.S.) and sale of Façonnable S.à.r.l. to PJL Investments, part of the Pepe Jeans group.
- Georgian Co-Investment Fund in the acquisition of a 55MW Hydro Power Project
- A major pulp and paper company in the divestment of assets in France.
MG Law attorneys are professionals in the fund industry and asset managers with a practical approach in terms of compliance, fund distribution, Business & Operations and governance.
Our investment lawyers will assist you in every step of your project, working with you to find the structure that will meet your regulatory, strategic, marketing and operational constraints best.
We will be by your side during the entire time, helping you to implement your new strategies or to use new assets in light of the regulatory constraints, supporting you as you negotiate the regulatory wave and making sure you are appropriately alerted each time the new regulation impacts your fund or business model.
It is important you rely on specialists who understand your ideas, views, objectives and issues. This complementary approach is unique in Georgia. Together we offer legal advice combined with true operational benefits and efficient regulatory solutions.
WHAT WE DO
- Advise clients on how to structure new funds.
- Help private equity firms negotiate the terms on which investors contribute their money.
- Assist clients with the preparation of the partnership agreements
- Draft the numerous organizational documents necessary to form an investment fund, including a private placement memorandum, a limited partnership agreement, or an operating agreement, and investor subscription agreements.
- Conduct diligence and negotiate contracts.
- Inform and advise clients on the constantly changing regulatory and compliance issues arising under Georgian law
Evolution Gaming AB on regulatory issues and launch of Georgian operations
Cryptocurrency and Blockchain
Blockchain Legal Aspects: Consulting on legal aspects of implementing a Blockchain technology in business operations. Selection of the jurisdiction. Licenses and Permits. Compliance with the law.
Banking and Finance
At MG Law we assist with structuring private equity and venture capital investments, as well as bilateral and syndicated bank loans. We are fully conversant with all types of private and public debt and equity financings, including syndicated and bilateral loan market transactions, acquisition financings, limited-recourse financing, asset-backed structures and other off-balance sheet transactions.
We serve domestic and foreign commercial and investment banks, multilateral financial institutions, export credit agencies, investment funds and corporations.
WHAT WE DO
- Assist structuring private equity and venture capital investments
- Syndicated and bilateral loan market transactions
- Registration of Banking & Financial Institutions
- Legal Due Diligence of Banking & Financial Institutions
- Contractual Coverage
- Advise on regulatory compliance and securities activities
- P. Morgan Securities plcand Merrill Lynch International as Joint Lead Managers in connection with the issuance, offering and sale of JSC BGEO Group’s US$350,000,000 6.00% Notes due 2023 on the Irish Stock Exchange
- P. Morgan Securities plcand Renaissance Capital as Joint Lead Managers in connection with the issuance, offering and sale of Joint Stock Company Bank of Georgia GEL500,000,000 11.00% Notes due 2020 payable in U.S. dollars
- P. Morgan and Citiin connection with the issuance, offering and sale of Joint Stock Company Georgia Capital US$300,000,000 6.125% notes due March 2024
- The European Bank for Reconstruction and Developmentin relation to its financing of a supermarket chain in Georgia
A major operator of online shopping platform in Asia on its Series B funding
MG Law team has advised on several market-leading debt issuances and liability management transactions for the sovereign and leading state-owned and private companies and banks, as well as a high-profile premium listing on the London Stock Exchange by a leading Georgian financial institution.
WHAT WE DO
We advise all types of offering participants in connection with the full range of equity, debt and hybrid securities offerings.
- Georgia (acting through the Ministry of Finance) on the issuance of US$500 million 6.875% Notes due 2021 and the simultaneous completion of a cash tender offer by Georgia in respect of all or any of its outstanding US$500 million 7.50% Notes due 2013.
- JSC Georgian Oil and Gas Corporation on a liability management exercise in relation to its US$250 million 6.875% notes due in 2017, which included the issuance of new notes
- Georgian Railway LLC in connection with its issuance of US$250 million 9.875% Notes due 2015. The transaction marked the first-ever international debt offering by Georgian Railway LLC.
- J.P. Morgan Securities plc and Merrill Lynch International as Joint Lead Managers in connection with the issuance, offering and sale of JSC BGEO Group’s US$350,000,000 6.00% Notes due 2023 on the Irish Stock Exchange.
A major European telecommunications company in connection with due diligence and Georgian-law advice relating to its assets and legal entities in Georgia.
Attorneys at MG Law have experience practicing environmental law on behalf of corporate and governmental clients across the country. This experience allows us to provide our clients with informed, pragmatic legal representation, and strategic advice. We have direct and deep experience across the spectrum of environmental laws.
WHAT WE DO
- Air Permitting and Compliance Counseling
- Industrial and Hazardous Waste Issues
- Water Permitting and Compliance Counseling
- Release Reporting
- Contaminated Property
- New Project Development and Permitting
- Property Transfers
- Environmental Enforcement Actions and Litigation
- Environmental Management Systems
- Compliance Auditing
- Environmental Impact Reviews
- Wetland Regulation
- Occupational Safety and Health
- Environmental Legislation and Regulations
MG Law team has valuable experience of working with major Georgian companies regarding competition and antitrust matters. Competition law regulations apply almost at every stage of business lifecycle, therefore it is a key to understand both, legal framework and business interests of our clients. Having extensive expertise Georgian and European regulations, our team has the capacity to provide guidance for your business decisions, risk management and planning. MG Law attorneys has the capacity to represent clients’ interests at every stage of business lifecycle, including pre-transaction, during investigations and in litigation.
WHAT WE DO
- Planning and risk management;
- Assistance in compliance with Georgian regulations;
- Assistance during investigations;
- Assistance in litigation;
Infrustructure & Project Finance
We advise on the development, financing construction, operation and acquisition of a wide range of capital-intensive projects and facilities. We have significant experience developing and implementing complex, tax-efficient capital structures for all types of infrastructure and project finance transactions.
WHAT WE DO
- The Ministry of Economy and Sustainable Development of Georgia on the investor selection and negotiation process for the Build, Own, Transfer Agreement for the Anaklia Black Sea Deep Water Port Project.
- United Airports of Georgia on renegotiation of the Build, Operate, Transfer Agreement for Tbilisi International Airport. A foreign investor in Georgia in relation to investments in real estate and hotel assets.
- Ministry of Economy and Sustainable Development of Georgia on the investor selection and negotiation process for the Build, Own, Transfer Agreement for the Anaklia Black Sea Deep Water Port Project.
- Advised JSC Georgian Railway in relation with review of the Legal Framework of Baku-Tbilisi-Kars Railway Project.
- IATA Consulting in relation to its assessment of the Georgian airline market. This included providing a detailed review and assessment of Georgia’s regulatory framework regarding aviation