OUR SERVICES

Complex internal and external policies, requirements, and frequent legislative changes make doing business more challenging. VLM’s legal professionals work alongside their colleagues in the tax, and consulting fields to provide clients with sound advice based on individual needs and circumstances. The following is an executive summary of our legal services:

Contracts

Corporate law

International
Corporate
Structuring

Mergers and Acquisitions

Business reorganization

Tax compliance and Accounting
services

Regulatory investigations

Contracts

 

We aim to provide a full spectrum of legal services to meet our clients' expectations. It, among others,
includes assistance during the 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 types of Oil & Gas services agreements;

 

  • Management contracts;

 

  • 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.

 

Corporate Law

We advise clients on all aspects of corporate law. It, among other things, 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 complete projects that 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 many 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.

Mergers and Acquisitions

VLM's lawyers advise its clients on the full spectrum of industry matters, including private M&A, joint
ventures, disposals, debt and equity capital markets, governance, and corporate advisory.


With significant involvement in several projects, we are well-positioned to provide business-oriented
legal advice on complex domestic, cross-border, and multijurisdictional transactions. We have a broad
range of experience representing buyers, sellers, financial advisers, and shareholders.

VLM's services include (i) due diligence of the targeted entities, (ii) advising on antitrust and other
regulatory matters, (iii) negotiating, drafting, and reviewing transactional documents, (iv) assistance
with post closure matters, (v) legal support during default resolution.

Business Reorganization

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 get 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.


Transfer pricing


In addition to legal services, our team may provide transfer pricing and valuation services required to
implement your reorganization.

Corporate Investigations

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 most extensive investigations in
Azerbaijan, including those containing international elements. We focus on investigating and
researching irregularities, including disciplinary and criminal offenses such as bribery, corruption, money
laundering, fraud, embezzlement, etc.


We combine a strategic and tactical approach with undisputable subject matter expertise - our team can
effectively investigate how your personnel complies 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.
It can include ensuring that employees fully understand regulatory risks and make decisions within this
framework.

Project finance

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 most significant
financings in Azerbaijan. 


VLM has the required prerequisites and experience to be a local counsel for such projects. Our services
for such engagement include:

 

  •  Reviewing and commenting on the facility documentation;

 

  • Issuance of Azerbaijani law legal opinion;

 

  • Ancillary Azerbaijani law advice customary for such type of transaction;

 

  • Reviewing the relevant corporate approvals, conditions precedence ("CP") collection and

confirmation;

 

  • Coordinating, as necessary, any translation work.

Capital markets

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 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 extensive experience issuing and re-calling
bonds issued in the Azerbaijani market.

Energy, Oil & Gas Law

We are in the capacity to provide innovative legal advice, with expertise in establishing joint ventures,
partnerships, and public-private partnerships ("PPP") within the energy and oil&gas industries. Our
experts can advise and lead you through the requirements of energy and resources, specifically
renewable energy, oil and gas, and electricity, where we have solid records of experience.


VLM is committed to helping you keep pace with the market and regulatory developments and 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 the oil&gas and renewable energy sector.

Labor and Migration

We provide our clients with a full HR and employment law advisory outsourcing 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) advising 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 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 work and residence permits for the ex-pats to be
engaged in labor activity in Azerbaijan.

Dispute resolution

Possessing a solid team of lawyers, we represent our clients before all court instances of the Republic of
Azerbaijan and provide advice and assist our clients during negotiations to settle the disputes amicably.


VLM assists its clients in managing risks and avoiding litigation wherever possible. At all stages of the
client advice and representation regarding dispute resolution ways, VLM assesses each case's legal,
commercial, regulatory, and reputational risks to help clients achieve their commercial objectives and
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 a first, and in many cases, the only option by
most companies doing what is relevant for them and growing their business. 


VLM handles day-to-day or specific legal matters and projects for 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 substantial 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 into reliable members of your team by going through the
induction process of your business model and understanding your organizational needs.

Tax Compliance and Accounting Services

Proper tax compliance and accounting play a vital role in running a business since this is a tool to track
income and expenditures, ensure statutory compliance, and provide investors, management, and the
government with quantitative financial information to make business decisions. VLM's tax team offers a

range of accounting support services that take care of back-office needs, leaving the clients to focus on
running their business and planning.


The accounting and tax compliance services offered by VLM include:

 

  •  Tax accounting management;

 

  •  Invoice management;

 

  •  Execution of money transfers;

 

  • Payroll processing;

 

  • Tax advice;

 

  • Tax fillings & VAT returns;

 

  • Tax audit support.

Intellectual Property

Our team advises clients on all aspects of IP law locally and internationally. We are committed to
providing:

 

  • Local and international registration of the IP objectives;

 

  • Extension of the validity of the registered IP objectives;

 

  • IP transactions, purchase, pledge, and inheritance of IP objectives, legal support for the transfer of

copyrights;

 

  • Representing the interests of the clients in the IP disputes;

 

  • Valuation of IP, market access and advertising placements, licensing, advising on issues of combating

illegal use of IP rights, piracy, or counterfeit products.

 
 
 
 
 
 
 
 
 
 
 
 
 

Consumer Markets

Regulatory Investigations

Whether 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 build, protect,
and manage your internal policies and comply with 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 make
commercial decisions within this framework.

VLM acts for many of the world's most prestigious brands, luxury goods, automobile manufacturers,
food and beverage producers, consumer goods manufacturers, wholesalers, and retailers and advises
them on 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 professional services, including (i) representing the clients during the State
Service for Anti-monopoly inspections and investigations; (ii) advising on unfair competition, anti-
competitive agreements, and abuse of dominant position; (iii) representation in competition-related
dispute resolutions; (iv) analyzing 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.