Joint ventures & shareholders' agreements
A joint venture is agreed while the partners trust each other and tested when they no longer do. The shareholders' agreement is where that second moment is settled: who controls what, how a deadlock breaks, and how a partner leaves.
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How we work
Control, deadlock and exit, agreed before anyone needs them.
We structure joint ventures between foreign and Azerbaijani partners, and between foreign partners investing together, and draft the charter and the shareholders' agreement as one set of documents, so that the two cannot contradict each other.
Much of what shareholders once placed in a foreign-law contract can now be agreed under Azerbaijani law, and we advise on what that changes for new ventures and existing ones.
Recent amendments to the Civil Code made corporate agreements a legal institution in their own right, and gave the right of first refusal and tag-along and drag-along rights a statutory footing. Much of what shareholders once placed in a foreign-law contract can now be agreed under Azerbaijani law, and we advise on what that changes for new ventures and existing ones.
What we do
We advise on:
- Structuring the joint venture and each partner's contribution
- Shareholders' agreements and corporate agreements under Azerbaijani law
- Charters drafted to match the shareholders' agreement
- Board composition, reserved matters and veto rights
- Right of first refusal, tag-along and drag-along rights
- Deadlock resolution, call and put options, and exit
- Competition clearance for the joint venture
- Disputes between partners, in court or in arbitration
News and insight
VLM Times
The amendments, decrees and court decisions that change what a business operating in Azerbaijan has to do next.
Contact
Tell us what you are trying to do in Azerbaijan
Marine Plaza, 3rd floor, Uzeyir Hajibeyli 62, AZ 1010, Baku. A partner replies within one business day.
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