Corporate Advisory

Holding structuring, Corporate Governance, Business Restructuring 
In an environment of increased transparency, failure to comply with corporate governance rules and guidelines can have a direct and material impact from a legal and reputational perspective. This is particularly true for listed, regulated and financial entities where compliance breaches may have a negative long-term impact on the success of the business. Blackgarden Advisory focusses on each client’s risks and needs regarding:
  • Managing organization legal structure, composition and regulations
  • Prevention of director liability issues
  • Codes of conduct and best practices
  • Monitoring system and rules (committees, reporting obligations)
  • Core sector reporting requirements
  • Board remuneration policies

Businesses are continually seeking opportunities to manage operating costs and tax positions as well as contain cash expenditures. Entity structuring can help achieve these goals. Providing practical advice and assistance throughout the planning, development, and implementation phases of corporate reorganizations. BlackGarden assists businesses and other advisors in developing and implementing efficient, cost effective legal structures and business operating models including:

  • Establishment of holding management unit for group of several companies
  • Simplifying group structures
  • Transferring assets and business units
  • Aligning legal structures to business models
  • Establishment of corporate governance, monitoring systems (committees, reporting obligations)


Business Reorganization
In today’s business environment, every business face challenges and difficulties caused by increasing competitive, environmental, and regulatory matters. Changes are no longer an option for businesses rather a surviving tool that needs to be addressed. The reorganization has become an unwavering fixture in the business world to support companies to optimize their resources and improve operational profitability. Business restructuring broadly refers to:

  • changing its organizational structure, which can involve shifting direct reports to a different manager, reallocating resources to other parts of the business, business structure optimisation, restructuring or structuring of holding companies on the basis of an existing company or a group of companies, and/or
  • changing its financial structure, which can involve selling assets, refinancing debt at lower interest rates, etc.

General Corporate Law and Tax
Our general corporate practice includes advising businesses in all phases of development, from startups to well-established companies. We advise over contractual matters, securities, formation of legal entities and corporate restructuring, insolvency and liquidation matters, liability of corporations and corporate agents, corporate dispute resolution, structuring of family business and wealth. 
Joint Ventures, Business Partnerships and Shareholder agreements
For a joint venture business to operate efficiently and as intended while avoiding gridlock within the corporate structure, shareholder relations need to be carefully and proactively managed. We have identified the shareholders conflict as one of major issues in joint business undertaking in Azerbaijan. Shareholders agreement and joint venture agreements (in conjunction with the constituting documents) are essential instrument for preventing and managing potential conflicts that may arise. Shareholders Agreement and joint venture agreement regulates the interactions between shareholders and usually contains:

  • Rights and obligations of shareholders
  • The regulation and structure of governing and managing bodies
  • Matters subject to qualified majority
  • Control on the transfer of shares
  • Profit distribution

Disputes Resolutions
Managing a business today is complex and involves taking risks. It requires guidance on a broad range of activities including business start-up requirements, trading activities of an entity, expansion efforts, dissolving or unwinding of a business as well as general questions arising from day-to-day operational activities. BlackGarden both prevent and resolve disputes by providing clients with practical, creative legal advice that focuses on their strategic and commercial objectives.  

We also advise on disputes between shareholders or partners in a business where the key is often to identify whether continuation is possible and then advise clients on the legal options open to them.  Where the relationship can be saved, this will often involve addressing practical issues about working together, including the negotiation of a shareholders’ agreement or other protocol for taking the business forward.