Arbitration and Litigation
MG Law attorneys bring a vast breadth of knowledge and experience to the resolution of international disputes, including practice at the International Court of Arbitration (ICC), the London Court of International Arbitration (LCIA) and the International Centre for the Settlement of Investment Disputes (ICSID).
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 and the 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;
- The Ministry of Energy of Georgia in relation to arbitration proceedings relating to the distribution network of electricity in Georgia;
- The National Bank of Georgia in connection with international proceedings;
- The Government of Georgia in connection with proceedings brought before the English High Court in respect of claims under various contracts for delivery of equipment, and successfully settled this matter.
Labor and Employment
MG Law attorneys understand the legal, business, and professional implications of entering and exiting employment and partnership agreements of all kinds. We have considerable experience negotiating contracts and agreements for our clients in a variety of employment and partnership contexts, and represent them when a party to a contract breaches, threatens to breach, or is accused of breaching an agreement.
WHAT WE DO
- Advice on implications of amendments to the employment-related laws
- Drafting, review and amendment of employment contracts, handbooks and policy documentations
- Drafting memorandums to set out specific employment law regulations
- Ensuring compliance of clients with employment law requirements
- Advice on departures of key executives and other employees, including negotiating and drafting of related settlement agreements
- Advice on employee immigration issues
- Advice on employee personal data protection
- Internal investigations
- A foreign investor owning real estate and hotel assets in Georgia;
- A foreign investor operating on the market of casino services;
- A company providing consultation services to mobile-telecommunication businesses;
- A foreign investor owning a trading mall, hotels and other real estate assets in Georgia;
- A company owning a trading mall and other real estate assets in Georgia.
MG Law handles all stages and types of real estate transactions and investments. Our attorneys have an extensive experience with complex commercial property acquisitions, major construction and development projects, co-ownership arrangements and leases. 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.
WHAT WE DO
- Preparation of legal due diligence reports
- Comprehensive advice on transaction structuring
- Advice on real estate taxation regulations
- Drafting purchase, sale and lease agreements
- Assistance in managing tendering procedures
- A foreign investor in Georgia in relation to investments in real estate and hotel assets.
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 legal issues at all stages of a project
- Title examination
- Advice on permitting and exploration
- Advice on legal issues of operation and marketing
- A Georgian fund on its acquisition of a 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 hydropower plants, including the drafting, negotiating and executing of the shareholders agreement and drafting and negotiating of the implementation agreement with the Government of Georgia;
- A major oil and gas company in relation to concluding a production sharing agreement and conducting operations in Georgia.
Tax and Customs
MG Law team provides high quality, professional tax advice across a wide range of transactions and situations. Our firm has an extensive experience in strategic tax planning and tax implementation issues associated with multijurisdictional, cross-border transactions. Our attorneys also counsel international investors regarding their investments in Georgian ventures and international investment funds, as well as tax treatment under Georgian laws and treaties. We provide an opportunity to add maximum value and to minimize the financial risks. The special knowledge of our lawyers on the latest developments and trends enables us to offer the most advantageous solutions for our clients.
WHAT WE DO
- General tax planning for corporations
- Advice on tax qualifications and interpretations
- Advice on double taxation issues
- Advice on tax breaks and VAT regulations
- Representation of a Georgian corporation before Georgian courts regarding a tax dispute.
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 the regional contexts, and are able to effectively structure and execute transactions to meet your business needs.
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
- Ensuring compliance with Georgian regulations affecting the client’s particular industry
- Provision of full contractual, procedural, and registration coverage
- Assistance in corporate structuring and complex commercial transactions
- Drafting commercial contracts with clients’ customers and suppliers
- 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, the electricity transmission agreement and the power purchase agreement);
- 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;
- A major European private equity funds on corporate governance issues related to their Georgian subsidiaries;
- A major investment bank on 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;
- A major pulp and paper company in the divestment of assets in France.
MG Law investment lawyers assist clients in every step of their projects, working with them to find the structure meeting their regulatory, strategic, marketing and operational constraints best.
We are 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
- Advice on structuring new funds
- Helping private equity firms negotiate the terms on which investors contribute their money
- Assistance with the preparation of partnership agreements
- Drafting 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
- Due diligence and negotiation of contracts
- Advice on the constantly changing regulatory and compliance issues arising under the Georgian law
- An investor on regulatory issues and launch of Georgian operations.
Cryptocurrency and Blockchain
At MG Law, we have built a network of lawyers with expertise and experience in helping not only startups, but also established developers and FinTech firms. Our team in Tbilisi has been the lead counsel for the leading blockchain companies.
With a constantly evolving regulatory environment in Georgia, every prospective and ongoing cryptocurrency enterprise needs an industry-leading expert in their corner. So, it is imperative for cryptocurrency companies to consult the legal expertise of the attorneys who are helping to shape the new legal framework for cryptocurrencies. Engaging a lawyer can help ensure that your business plan stays on-track regardless of government interventions, minimize the risks, and guarantee a smooth capitalization process.
WHAT WE DO
- Consulting on legal aspects of implementing a Blockchain technology
- Advice on government regulations on virtual currency compliance
- Provision of full contractual coverage
- White Paper drafting, analysis, and finalization
- Data protection advisory
- Advice on intellectual property
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
- Assistance in structuring private equity and venture capital investments
- Advice on syndicated and bilateral loan market transactions
- Advice on registration of banking and financial institutions
- Legal due diligence of banking and financial institutions
- Assistance with contractual coverage
- Advice on regulatory compliance and securities activities
- The European Bank for Reconstruction and Development in 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 leading state-owned and private companies and banks.
WHAT WE DO
- Advice on equity offerings
- Advice on debt offerings
- Advice on hybrid securities offerings
- The Government of 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;
- 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;
- J.P. Morgan Securities plc and 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;
- J.P. Morgan and Citigroup Global Markets Limited in connection with the issuance, offering and sale of Joint Stock Company Georgia Capital US$300,000,000 6.125% notes due March 2024;
- 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;
- JSC Georgian Railway in connection with the issuance of US$250 million 9.875% Notes due 2015, the first-ever international debt offering by JSC Georgian Railway;
- A major European telecommunications company in connection with due diligence and Georgian-law advice relating to its assets and legal entities in Georgia.
MG Law team has a valuable experience of working with national and international companies regarding competition and antitrust matters. Our dedicated competition specialists have the capacity to represent clients’ interests at every stage of a business lifecycle, including at pre-transaction, investigation and litigation phases.
WHAT WE DO
- Negotiation of clearance for acquisitions, mergers and joint ventures
- Advice on structures of commercial and cooperation agreements
- Advice on cross-border trade and anti-dumping measures
- Advice on the application of new laws and regulations
- Assistance during investigations
- Assistance in litigation
- A major oil distribution company on Georgian law competition issues;
- A leading Apple product distribution company in relation to the Georgian Competition Agency’s investigation of the Apple product distribution cartel;
- A major European pharmaceutical company on competition issues related to the distribution of the pharmaceutical products;
- A major European online gaming company on the competition issues of the acquisition of a Georgian company.
Infrastructure & Project Finance
MG Law attorneys have a significant experience developing and implementing complex, tax-efficient capital structures for all types of infrastructure and project finance transactions in Georgia. We provide advice and counselling on infrastructure development, including P3 projects, including various areas of regulatory law impact on development projects, such as municipal law and land use planning.
We advise sponsors, lenders, insurance companies, infrastructure funds, commercial banks, corporations, developers and governmental entities involved in the development and acquisition of large-scale projects.
WHAT WE DO
- Advice on transport infrastructure
- Advice on energy and power infrastructure
- Advice on telecommunications and satellites
- Advice on social infrastructure
- 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;
- JSC Georgian Railway in relation with the review of the Legal Framework of the Baku-Tbilisi-Kars Railway Project;
- IATA Consulting in relation to its assessment of the Georgian airline market, including a detailed review and assessment of Georgia’s regulatory framework regarding aviation.
MG Law’s governmental affairs practice is dedicated to helping clients engage directly with public authorities. With substantive legal experience and network in businesses and government in Eastern Europe and CIS countries, MG Law offers clients comprehensive and sound advice. Our governmental affairs practice team aims to minimize legal and regulatory risk exposure and maximize business opportunities. We believe, a strong government affairs strategy is key to any modern and successful business to foster internal and external goals.
We provide clients with solutions to legal and business issues based on our extensive experience and knowledge of legislation, legislative procedure, regulatory and policy matters. Our governmental affairs team is composed of experienced policy professionals and lawyers committed to representing our clients’ interests at the legislative and executive levels. Our team analyzes client problems and goals comprehensively and strategically and develops the most practical and effective solutions.
As part of our government affairs practice, we offer the following services:
- Representation of clients through direct advocacy before executive and legislative branches;
- Tracking and targeting interest groups;
- Monitoring and tracking of policy issues;
- Development of public private partnerships;
- Conducting regulatory impact assessment;
- Drafting of legislation and regulatory framework; and
- Drafting and implementation of regulatory compliance policy.
MG Law’s international affairs and organizations practice is dedicated to helping clients engage directly with International Financial Institutions (IFI), Export Credit Agencies (ECA), Bilateral Development Agencies and other international organizations. With substantive legal and policy experience and networks in business and governments in the Eastern European and CIS countries, MG Law offers clients comprehensive and sound advice. Our international affairs and organizations practice team aims to assist clients in their dealings with international institutions.
We provide clients with solutions to legal and business issues based on our extensive experience and knowledge of legislation, legislative procedure, regulatory and policy matters. Our team is composed of experienced policy professionals and lawyers committed to representing our clients’ interests. Our team analyzes client problems and goals comprehensively and strategically and develops the most practical and effective solutions.
Our practice includes both advisory and advocacy work on all aspects of international affairs. We advise governments and companies on issues such as:
- Financing from IFIs, ECAs and other international organizations;
- Partnerships with IFIs, ECAs and other international organizations;
- Sovereign and corporate debt restructuring;
- Sustainable Development Policies;
- International investments;
- FDI structure;
- State contracts;
- International organizations; and
- Sanctions and trade embargoes.