Complex internal and external policies and requirements along with frequent legislative changes make doing business more challenging. VLM’s legal professionals work alongside their colleagues in tax and consulting fields is to provide clients with sound advice based on individual needs and circumstances. The following is an executive summary of our legal services:
We aim to provide a full spectrum of legal services to meet expectations of our clients. This, among others, includes assistance during negotiation process and full legal support in case of disputes arising out of the agreements.
Our team will assist you in drafting, negotiating, and reviewing:
Letters of Intent and Memorandums of Understanding
Partnership and cooperation agreements
Distributorship and franchising agreements
Facility and security agreements
Various type of oil & gas services agreements
Construction and maintenance services agreements
Confidentiality and non-disclosure agreements
Brokerage and agency agreements
Sale-purchase and lease agreements
Services and employment agreements, and many others.
We represent and secure the interests of our clients before counterparties in connection with defaults under the obligations assumed under the contracts.
We advise clients on all aspects of corporate law. This, inter alia, embraces (i) registration of a presence in Azerbaijan in any legal form including limited liability and joint stock companies (including IPO) as well as branch and representative offices of foreign legal entities, (ii) establishment of joint ventures in various jurisdictions, (iii) registration of corporate changes (e.g. change of shareholder), (iv) liquidation.
We are ready to prepare for and lead meetings of boards of directors/shareholders in limited liability and joint stock companies. Our team may serve as corporate secretaries.
We have regularly engaged in complex domestic and cross-border corporate transactions. Close relationships with foreign law firms enable us to successfully complete projects which require knowledge and experience in several jurisdictions.
VLM provides solutions for corporate governance and regulatory compliance issues. We would be happy to draft corporate governance and regulatory compliance materials tailored to your business.
International Corporate Structuring
To be most effective, we do corporate planning in anticipation of future events and choice of proper jurisdiction in a large number of countries from UAE to a European jurisdiction. Every business, regardless of industry, can benefit from international structure to, among other things, ensure tax efficiency and limit legal liability. Our experience can help you determine the appropriate corporate structure for your business based on your specific goals and needs. Some of the considerations include:
• Tax structures
• Small business corporation status
• Cash distributions
• Investment options
• Succession planning
VLM’s lawyers advise its clients on full spectrum of industry matters including private M&A, joint ventures, disposals, debt and equity capital markets, governance, and corporate advisory matters.
With significant involvement on several projects, we are well positioned to provide a business-oriented legal advice on complex domestic, cross-border and multijurisdictional transactions. We have a broad range of experience in representing buyers, sellers, financial advisers, and shareholders.
VLM’s services include (i) due diligence of the targeted entities, (ii) advising on anti-trust and other regulatory matters, (iii) negotiating, drafting and reviewing transactional documents, (iv) assistance with post closure matters, (v) legal support during default resolution.
Businesses review their corporate structure to ensure it provides the most effective means of achieving commercial plans while ensuring appropriate tax efficiency and minimizing HR risk. Structural and business flexibility is a competitive necessity to achieve efficiency, whitening, operational synergies and cost savings.
Our knowledge and experience in designing and implementing efficient, cost-effective legal and tax structures and business operating models gets results.
Our team will assist you and your business with a broad range of integrated services, including (i) transfer of business, (ii) post-merger integration, (iii) carve-out/spin-off, (iv) supply-chain transformation, (v) entity rationalization and (vi) general corporate structuring.
In addition to legal services, our team may provide transfer pricing and valuation services required to implement your re-organization.
Our corporate investigations service covers all aspects of corporate, tax, currency, banking, financial and other relevant laws and internal procedures, from commercial and mandatory compliance requirements, to protecting the interests of corporates and shareholders. We have delivered substantive assignments supporting corporate clients and institutions on sensitive reputational matters. We advise clients across complex matters and have acted on some of the largest investigations in Azerbaijan, including those containing international elements. We focus on the investigation and research of irregularities, including disciplinary and criminal offences such as bribery, corruption, money laundering, fraud, embezzlement, etc.
We combine a strategic and tactical approach with undisputable subject matter expertise - our team is able to effectively investigate how your personnel comply with the requirements while they do daily transactions from making bank transactions, paying third party invoices and taxes, signing the documents up-to reporting personal expenses.
Our team will work closely with you to keep you up to date with regulatory requirements in your sector. This can include to ensure that employees fully understand regulatory risks and are able to make decisions within this framework.
Our team has experience in large scale financings from international finance institutions and foreign banks to local corporates. Our team members have been successfully engaged in the biggest financings in Azerbaijan.
VLM has all required prerequisites and experience to appear as a local counsel for such projects. Our services for such engagement includes (i) reviewing and commenting on the facility documentations, (ii) issuance of Azerbaijani law legal opinion, (iii) ancillary Azerbaijani law advice customary for such type of transaction, (iv) reviewing the relevant corporate approvals, conditions precedence (“CP”) collection and confirmation, and (v) coordinating, as necessary, any translation work.
VLM has the depth of experience and vision necessary to help you with your activity within both debt and equity capital markets. We can assist in the efficient and proactive delivery of IPOs and secondary listings for both issuers and their advisors.
Our debt capital markets team provides both transactional and regulatory advice to a broad range of clients on a wide variety of capital market products. We have an extensive experience in issuance and re-call of bonds issued in Azerbaijani market.
Energy, Oil & Gas Law
We are in the capacity to provide innovative legal advice, with expertise in establishment of joint ventures, partnerships and public private partnerships (“PPP”) within energy, and oil & gas industries. Our experts can advise and lead you through in the requirements of the energy and resources sector, specifically, within renewable energy, oil and gas, and electricity, where we have solid records of experience.
VLM is committed to helping you to keep pace with market and regulatory developments, as well as enabling you to enter new markets, protect your interests, manage risk and strengthen your business.
We advise a broad range of companies in these sectors, including major energy, oil & gas companies, junior energy companies, development banks, contractors and government across the full range of issues that apply to the sectors.
Our engagements include complex legal, financial and commercial issues associated with upstream, midstream and downstream developments in oil & gas and renewable energy sector.
Labor and migration
We provide our clients with a full HR and employment law advisory outsource opportunity. Our services include but are not limited to (i) set-up of HR processes, (ii) preparation and registration of employment agreements, (iii) preparation and registration of amendments thereto and terminations thereof, (iv) advices on employment law issues, (v) assistance during labor inspections, and (vi) employment related disputes.
VLM specialists conduct employment law and HR due-diligence for its clients to ensure the compliance with the regulatory requirements and employment structuring issues (international secondments, dual employment etc.). Our lawyers have supported several local and multinational companies in staff redundancies and downsizings.
We can offer you a prompt solution in obtaining of work and residence permits for the expats to be engaged in labor activity in Azerbaijan.
Possessing a strong team of lawyers, we represent our clients before all court instances of the Republic of Azerbaijan as well as provide advice and assist our clients during negotiations to settle the disputes amicably.
VLM assists its clients to manage risks and to avoid litigation wherever possible. At all stages of the client advice and representation regarding dispute resolution ways VLM assess legal, commercial, regulatory and reputational risks of each case to help clients achieve their commercial objectives as well as to devise optimum procedural tactics or creative settlement approaches.
Full legal outsourcing
To stay competitive in an intense business world, most businesses choose cutting costs and focusing on primary objectives. That is why outsourcing is considered as a first, and in many cases, the only option by most companies doing on what is relevant for them and grow their business.
VLM handles day-to-day or specific legal matters and projects for the clients with and without in-house lawyers.
We offer an innovative approach to meet clients’ legal needs with our highly qualified business lawyers who bring strong expertise and high skills to oversee the legal aspects of the client’s business. The outsourcing services include (i) drafting and negotiating contracts, (ii) managing compliance and IP matters, (iii) regulatory affairs, (iv) employment and HR matters at flexible terms.
By outsourcing services VLM’s lawyers convert in a reliable member of your team by going through induction process of your business model and understanding your organizational needs.
Tax Compliance and Accounting Services
Proper tax compliance and accounting plays a vital role in running a business since this is a tool to track income and expenditures, ensure statutory compliance, and provide investors, management, as well as the government with quantitative financial information which can be used in making business decisions. VLM’s tax team provides a range of accounting support services that take care of a back office needs, leaving the clients to focus on running its business and planning for the future.
The accounting and tax compliance services offered by VLM include: (i) tax accounting management; (ii) invoice management; (iii) execution of money transfers; (iv) payroll processing; (v)tax advice; (vi) tax fillings & VAT returns; (vii) tax audit support.
Our team advises clients on all aspects of IP law locally and internationally. We are committed to provide: (i) local and international registration of the IP objectives; (ii) extension of the validity of the registered IP objectives; (iii) IP transactions, purchase, pledge and inheritance of IP objectives, legal support for transfer of copyrights; (iv) representing the interests of the clients in the IP disputes; (v) valuation of IP, market access and advertising placements, licensing, advising on issues of combating illegal use of IP rights, piracy or counterfeit products.
VLM acts for many of the world’s most prestigious brands, luxury goods and automobile manufacturers, food and beverage producers and consumer goods manufacturers as well as wholesalers and retailers and advises them all aspects of consumer, retail, automobile, leisure and other sectors.
Our lawyers propose effective legal solutions to clients with the help of their deep experience ranging across all legal fields including antitrust and unfair competition, tax, corporate, etc.
We provide clients with the professional services, including (i) representing the clients during the State Service for Antimonopoly inspections and investigations; (ii) advising on unfair competition, anticompetitive agreements and abuse of dominant position; (iii) representation in competition-related dispute resolutions; (iv) analysing contracts, labels, prescriptions at the products, policies and other documents for compliance with the competition law; (v) inspections of businesses for compliance with competition law, development of internal documents and implementation of internal compliance procedures; (vi) natural monopolies and tariff regulation; (vii) state procurement; (viii) competition aspects related to product distribution and manufacturing, etc.
Let it be financial, anti-monopoly or another regulator, we provide our clients with a complete service that covers all aspects of a regulatory investigation and requirement. We can help you to build, protect and manage your internal policies and compliance with the regulatory requirements.
We have first-hand experience in helping businesses under investigation. We know the best way to communicate and negotiate with regulators to get the optimum result for our clients.
We work closely with you to keep you abreast of any relevant regulatory developments in your sector. We also provide bespoke training to ensure that staff fully understand regulatory risks and are able to make commercial decisions within this framework.