Corporate Transactions

Our practice is diverse and encompasses all significant corporate transactions and/or corporate law-related matters that a business may encounter on an unusual or routine basis.

We assist our clients in structuring, timing, and implementing corporate transactions, as well as providing advice on all practical matters that must be considered during the course of the deal.

The illustrative list of the most commonly requested transactions and issues from our practice includes:

  • Domestic or cross-border merger, share or asset acquisition or joint venture transactions;
  • Company formation and drafting of the constitution documents;
  • Corporate governance, shareholder's rights and remedies;
  • Reorganizations, demergers, insolvency and liquidations;
  • Shareholder's agreements, management agreements;
  • Ongoing reporting obligations and compliance with regulatory requirements;
  • Due diligence investigation and post-completion integration;
  • Offshore registrations. 

Commercial Transactions

Our commercial law practice includes the execution of advanced domestic and international commercial transactions, as well as the drafting and negotiation of commercial agreements for a variety of industries.

We advise our clients throughout the commercial transaction and contract execution process, from negotiations to preliminary structuring, processing any pre-closing arrangements and drafting any necessary agreements, coordinating the due diligence investigation, documenting the transaction, and managing the completion stage.

Our sector-specific experience and commercial awareness ensure that rewards are maximized while risk exposure is appropriately allocated and controlled through contractual and other legal provisions.

We consider the broader scope of each transaction and all related practice areas to the extent they have a material impact on the transaction.

The following is a list of the most frequently requested commercial transactions/agreements from our clients

  • International sale of goods
  • International carriage of goods
  • Supply of services
  • Indemnity agreements
  • Lease agreements
  • Insurance agreements
  • Franchise agreements
  • Product liability and safety
  • Confidentiality agreements
  • Preliminary agreements 
  • E-commerce related agreements and arrangements
  • Payment service agreements
  • Trade finance related agreements and arrangements 
  • Subcontracting arrangements
  • Share or asset purchase agreements
  • Software license agreements
  • Memorandums of understanding
  • Consultancy agreements

Licenses, Permits and Authorizations

Any person may engage in any form of entrepreneurial or non-entrepreneurial/non-commercial activity as long as it does not violate the legislation of a relevant country. In order to perform certain activities permissible by law, it is essential to obtain the relevant licenses, permits or authorizations/registrations from the authorized state entity. 

When developing a business concept, it is essential to determine whether the activity of a person's interest requires any license, permit or authorization. Conducting business without the reelvant license, permit or authorization shall be regarded as illegal and can result in administrative or criminal liabilities. Apart from the foregoing, it must be fully examined what requirements and obligations exist for the persons conducting licensed businesses and to what extent an interested party should comply with such requirements. 

Following that, all necessary documents for obtaining a license, permit, or authorization must be gathered and submitted to the appropriate state authority for decision-making. The negative resolution can be appealed to the state body and/or the court.

Experience of Conse Law Firm

Conse team has extensive experience in obtaining the following type of licenses, permits and authorizations, as well as conducting research on its regulatory requirements:

  • Authorized activities existing in the field of electronic communications for which the Georgian National Communications Commission issues a relevant authorization;
  • Payment Service Providers (PSPs) which are registered by the National Bank of Georgia;
  • Gambling permit which is issued by the Revenue Service of Georgia;
  • Gambling License in the offshore jurisdictions.

Conse Law Firm also has experience in assisting clients from other industries in obtaining necessary licenses and permits for their business operations. 

Regulatory Compliance

Regulated business is any type of activity conducted under the relevant permit, license or authorization/registration. Persons who operate the regulated business are expected to adhere to those regulations. 

Regulatory compliance may involve including required clauses in contracts, submitting periodic written reports to the appropriate state authority, and coordinating and carrying out all activities in compliance with applicable regulations. In the regulated industry, the state authority at its sole discretion often has certain questions directed at a person operating in a regulated industry and also issues instructions that require the provision of valid response or position and safeguarding the interests of a party. 

Additionally, regulatory compliance includes frequent and effective communication with the regulator which helps reduce the misperceptions about existing regulations.

A dispute may arise before a regulatory authority during the course of regulated activities, either at the regulator's initiative or at the request/complaint of an interested party. To represent a client efficiantly and with high qualification, it is crucial to have a thorough understanding of the client's business and legal expertise in the relevant field of regulated industry. 

Experience of Conse Law Firm

Conse provides continuous full legal outsource services to authorized persons in highly regulated field of electronic communications in Georgia. Additionally, Conse team, in collaboration with foreign advisers, oversees and organizes regulatory compliance for offshore companies with applicable gambling regulations. We also have expertise in Fintech, where we perform regulatory research and compliance for Payment Service Providers or companies interested in providing such services.

Tax Compliance

When concluding any transaction or establishing or altering the corporate structure, the taxation regime must be considered. The tax component can significantly alter the transaction's original content, terms, or corporate structure.

The lawyer who plans and executes the transaction with management must pose tax-related issues. It is prudent to do so early at the transaction planning stage to avoid altering the original plan and terms and to mitigate tax risks and negative tax consequences.

Experience of Conse Law Firm

Conse lawyers often consider the tax consequences of any transaction or legal structuring. For final conclusion we consult with tax advisers to rule out or mitigate the possibility of misinterpretation.

Conse provides the following services in the area of dispute resolution

  • Representation in common courts; 
  • Representation in the Constitutional Court; 
  • Representation in administrative bodies; 
  • Representation in commercial arbitration; 
  • Conflict resolution through the use of alternative dispute resolution techniques.

Real Estate Transactions

Prior to entering into any real estate deal,  the parties shall possess detailed information about the validity and compliance of the transaction with the requirements of the applicable law. Additionally, the buyer must be mindful of the legal status of the real estate being purchased.

Furthermore, before a closing can take place, a variety of legal conditions must be examined and considered.

Experience of Conse Law Firm

  • Determining the legal status of the real estate;
  • Preparing real estate agreements;
  • Due diligence of the real estate; 
  • Registration and cancellation of real estate registrations;
  • Using real estate as a security and drafting appropriate agreements;
  • Construction permits; 
  • Purchasing state-owned real estate through auction;
  • Procedures for acknowledgement of property rights;
  • Procedures for legalization of illegal constructions;
  • Other real estate-related hearing and litigations in administrative bodies and the courts.

Labour Law

The key factor in labor market growth is to formulate employment policies on the basis of regulations and existing court precedents.

On the one hand, the employer must safeguard guaranteed worker rights, while it is also essential to protect the employer's legitimate interests. The presence of labor policies, which are formulated in accordance with the law, ensures that this balance is achieved. It is important that lawyers are involved in this process.

Experience of Conse Law Firm 

  • Drafting employment agreements, internal labor regulations, employment manuals, and other employment -related legal documentation in compliance with existing legislation and court practice;
  • Employment audit (due diligence) in the process of reorganization, identification of risks in the process of dismissals and transfer of undertakings;
  • Drafting legal opinions and recommendations on employment-related matters; 
  • Consulting employees on labor rights; 
  • Representing employers or employees in litigations and hearings. 

Intellectual Property Law

Intellectual Property (IP) Law covers all forms of creations of human intellect, including inventions, literary and creative works, designs, as well as symbols, names, and images used in commerce. Patents, copyright, design rights, and trademarks provide legal protection for Intellectual Property, allowing individuals to obtain recognition and financial gain from such inventions or creations.

While copyright is protected from the moment the work is created, patents, designs, and trademarks must be registered at the competent authority of the applicable jurisdiction in order for the owner to fully enjoy their IP rights.   

Experience of Conse Law Firm

Our experience with respect to the Intellectual Property Law includes the following types of services: 


  • Trademark search and Trademark control;
  • Preparation, submittion and management of all stages of Trademark application process;
  • Renewal of Trademark registration;
  • Appeal against a negative decision on trademark registration and appeal against a positive decision on trademark registration issued in favor of third parties;
  • Registration of Trademarks with Customs.


  • Preparation, submittion and management of all stages of Design application process;
  • Renewal of Design registration;
  • Appeal against a negative decision on design registration.   

Domain names:

  • Registration of Domain names ending with ge;;;
  • Proceeding disputes related to domain names.

Copyright and Related Rights:

  • Drafting of software license or software development agreements, service level agreements (SLAs);
  • Drafting of TV retransmission agreements;
  • Drafting of any IP related license agreements;
  • Integration of IP related clauses in any type of agreements.

Conse also represents its clients in the common courts and arbitration institutions of Georgia regarding any of the aforementioned matters.  

Full Legal Outsource (FLO) Services

Full legal outsource (FLO) implies replacement of the internal legal department or acting as an external aid to the in-house lawyers of the client companies. 

FLO is usually a long-term partnership with the client. FLO implies that the legal counsel investigates the company's legal matters, identifies the legal risks, establishes the action plan to eliminate the issues and implements the process. The assigned legal counsels conduct an inquiry into the operation scheme and development plans of the client company, as well as explores the industry specifics and ensures continuous legal support in everyday operational matters or complex transactions, locally or internationally. 

The FLO is usually provided remotely. The constant communication is ensured with the client in the process. When necessary, the assigned legal counsel visits the client's office and conducts meetings, interviews, and undertakes all necessary actions to obtain any relevant information needed for proper execution of the transaction. 

The professional practice of law firms is typically diverse, comprehensive, and covers a broad range of legal services. This is the primary reason the client prefers FLO over in-house services. In most situations, the FLO is also more financially advantageous.

Experience of Conse Law Firm

Conse has a strong background providing FLO services. We have long-term FLO arrangements and handle the legal affairs of our clients in the telecommunications, international gaming, high technology, agricultural, and food and beverage sectors. We conduct legal transactions efficiently at all levels, domestically and globally, ensuring that the client's activities comply with regulatory requirements and advocating for their interests in litigation and administrative proceedings.

Legal Opinion

A legal opinion is an opinion issued by a law firm that gives certain legal conclusions and informs the recipient about the potential legal risks related to specific transactions. Legal opinions are usually given on specific questions of law and not on questions of fact.

The recipient of legal opinion shall then consider the conclusions given in the legal opinion before entering into any transaction for which the legal opinion was issued. The conclusions given in the legal opinion may lead to different consequences, such as the recipient reconsidering entering into the transaction or restructuring it, or requesting additional documents or guarantees. 

Legal opinions are usually requested (and not necessarily limited) for cross-border finance and security transactions, property sale and purchase, and company acquisition transactions. For example, a Georgian law firm may give conclusions whether or not certain obligations will be enforceable under Georgian regulations or the documents were validly executed. Depending on the scope of the transaction, the legal opinion will typically address the capacity and authority of the companies entering into a transaction (legal standing, relevant corporate actions, etc.), the enforceability of certain obligations, tax assessments, risks related to the governing law, and jurisdiction, etc. 


Legal Memorandum is primarily an analysis of certain legal issues. It is a document, which reflects the lawyer's opinion and reasoning on the problems posed in the memorandum. Unlike the legal opinion, which is a statement and shall contain more definitive and final conclusions, the legal memorandum is merely an answer-analysis and represents merely analytical material.

The structure of the legal memorandum may vary, but there are certain areas, which shall always be addressed in a legal memorandum, such as legal issues/problem areas shall be identified, relevant rules/legal norms shall be analyzed and explained, the facts shall be applied and assessed from different sides, conclusions and recommendations shall be formulated. 

Experience of Conse Law Firm

Conse has significant experience issuing legal opinions and legal memorandums. We have written several opinions and memorandums for a variety of industries. Our opinions and memorandums are based on extensive legal study and analysis and adhere to internationally recognized standards of legal writing and methodology. 

Due Diligence

The practice demonstrates that a significant portion of transactions fail as a result of the buyer or investor making poorly informed decisions about the transaction. Conducting a due diligence review is the best way to ensure that the client is aware of all potential legal or commercial risks associated with any transaction.

Due diligence usually comes in three forms such as legal, business and financial and is merely an audit of target company's affairs.  

Legal due diligence is the process by which the legal counsels of a buyer or investor review the target business's records. Legal due diligence is performed during the initial, negotiation stage of a transaction with the goal of disclosing any material legal risks associated with the transaction. The buyer or investor can then make informed decisions about whether or not to request additional documents/information or renegotiate the terms of the transaction based on the information obtained. It is thus a critical stage of each transaction because it enables the buyer or investor to determine whether the transaction represents a sound investment.

Due diligence is performed on a variety of transactions, including those involving the acquisition of a business or assets, the purchase of debt, or the issuance of securities. Depending on the transaction's nature and the industry in which the target business operates, the legal advisers of a buyer or an investor compile a questionnaire requesting all relevant information/documentation pertaining to the transaction, conduct legal investigations into the information/documentation submitted, and typically incorporate their findings into a due diligence report. Following the due diligence investigation, the buyer or investor will usually seek contractual protection and will rely on the warranties and indemnities contained in the transaction agreement to substantiate the findings.

Experience of Conse Law Firm

Conse has extensive experience structuring and managing due diligence processes. We have experience representing buyers/investors or target businesses during the due diligence process. We assist our clients in fully understanding any potential material risks associated with the acquisition prior to entering into any contractual commitments related to the transaction.

Pro Bono Services:

We are committed to investing our time and resources in various pro bono projects that benefit our communities.

We are particularly interested in pro bono work that addresses the protection of women and children's rights, environmental issues, and matters related to socially vulnerable citizens' access to justice and the rule of law.

We welcome clients who need our pro bono services.

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