Banking and Finance

Banking products are a big part of our day-to-day activities. We are using banking products such as payment cards, internet banking, etc., every day. Most frequently, the banking products are complex relationships with tricky legal issues, knowing which requires a deep understanding of the product’s specifications and banking regulations.

Suppose you are going to develop a relationship with a commercial bank or other financial institution to get banking/financial services. In that case, it is drastically important to know what are commitments that you are taking and what kind of legal risks are hidden in that relationship. The approach that there is no need to read the bank’s agreements as they are the “standard terms and conditions”, “no one will change the terms” is quite risky for you and your business. You should know that various regulations protect your rights and interests towards the commercial bank or other financial institution.

How can we help?

We will help you in any relationship with the bank or other financial institution, identify the legal risks and provide the solutions for mitigating them. We will participate in negotiations with the bank or other financial institutions and draft any respective legal documents for the transactions. We will provide full legal support within the relationships given below:

• General agreements for banking products and services.
• Pre-credit contracts (credit term sheets) and credit agreements, credits issued under the government subsidiary programs, etc.
• Security agreements (mortgage, pledge, surety, corporate guarantee, etc.).
• Insurance agreements (life, payment, property) within the credit relations.
• Agreements about mutual financing, syndication, assignment of the claim, debt assignment, sale and purchase of the credit portfolio, debt subordination, etc.
• Bank guarantee and letter of credit agreements.
• Factoring agreements.
• Agreements about Payment services (POS, E-commerce, Paybox, etc.) and/or operating the billing systems.
• Agreements between the commercial banks and development companies about the realization of the property with the bank credit.
• Treasury agreements (option, swop, spot, forward, repo transactions, etc.).
• Cash collection agreements.
• Agreements for bank accounts and payroll programs.
• Agreements for deposits and certificate of deposits (CDs).
• Any other banking product agreement or relationship.

Our expertise

We have long-term and deep expertise in banking relations and broad knowledge of the banking system, banking procedures and processes. We are very aware of the National Bank of Georgia’s regulations and approaches, which makes it so much easier for us to protect your interests and rights during the negotiations with the commercial bank or other financial institution. Our experience includes:

• Participation in complex agreements between the banks or international financial institutions, such are subsidiary credit relations, mutual financing, syndications, debt subordination, assignment of the claim, debt assignment, sale and purchase of the credit portfolio, complex security agreements, etc.
• Leading the negotiations concerning the banking products on behalf of the financial institution and revising the clients’ documents for getting the banking products and financial services in compliance with the legislation and internal procedures of the bank.
• Participating in legal drafting of the Rule on Consumer Protection for Financial Organizations and the regulation on crediting the physical person and implementing the respective regulations within the financial institution.
• Communication with the National Bank of Georgia within the clients’ complaints towards the financial institution.
• Conducting the processes with the Creditinfo Georgia, both in terms of contracts and consumer rights protection.
• Implementing the strategies and drafting the Real Estate Valuation Instruction procedures for commercial banks.
• Partnership agreements and plans with the development companies and auto dealer companies for realizing the property with the bank credits.
• Participating in complex agreements concerning the payment services and operating of the billing systems, e. with the major gambling companies, agreements between the payments systems, etc.
• Managing the processes within the bank guarantees and factoring relationships, including drafting the template agreements concerning the products mentioned above.
• Full legal support of Georgia’s one of the biggest financial institutions within the day-to-day activities.

Contractual relationship

Physical persons and legal entities are concluding the agreements daily. A significant part of the contracts is completed orally and fulfilled in several minutes, for example, when you choose the products at the store and pay the respective amount for them. However, more complex agreements may include the long-term relationships, complex and step-by-step delivering and providing of the goods or services or different payment terms, non-standard rights and obligations of the parties, etc.

Often the parties to the agreements sign and conclude the agreements without sufficient discussions and reviewal if the contract price is acceptable for them, not considering the risks that can be hidden and when the legal issues arise, the attractive contract price becomes a minor issue.

Drafting agreements is a creative process. While preparing the contract, the lawyer’s primary purpose is to comprehensively determine the contracts’ terms concisely, clearly, and unambiguously, thus avoiding misunderstandings and further disputes between the parties.

 How can we help?

We will help you draft, prepare, review any contracts and identify the legal risks for your business, including:

• Any service agreements, including IT services, consultation agreements, etc.
• Sale and purchase agreements of properties (tangible, intangible).
• Advance payment, earnest money agreements, put and call option agreements, buy-back contracts, preferential right to purchase agreements, etc.
• Lease and sub-lease agreements.
• Non-disclosure agreements.
• Standard terms and conditions and confidential clauses for websites, cookie politics, personal data protection rules, disclaimer clauses, etc.
• Debt settlement or acknowledgment of debt agreements, debt forgiveness agreements.
• Assignment of the claims and debt assignment agreements.
• Exchange, gift, lending agreements.
• Loan and security agreements (mortgage, pledge, surety, corporate guarantee).
• The mandate, trust, brokerage, bailment contracts.
• Any kind of non-standard civil contracts and documentations.
• Legal due diligence of the agreements and relationship within the agreements, including the parties’ legal status and/or the contracts’ subject.

Our expertise

Our team has participated in numerous complex contracts throughout their career, has led the negotiations, and successfully completed plentiful projects. Our expertise includes:

• Legal support of the financial institution in management (lease, other forms of temporary use, etc.) and disposal of the seized assets.
• Full legal support of the company’s various departments in any legal issues, including:

• procurement department, while drafting any kind of contracts (including the international), conducting the negotiations, etc.
• PR and Marketing department in advertisement relationships, gaining intellectual property rights, organizing the various events (including the concerts), planning the joint promotion programs with partner organizations, organizing the various charitable and social activities, etc.
• IT department while purchasing the software licenses, concluding the software development agreements, including international.

• Relationship with the public and private authorities during the conclusion of various partnership agreements/memorandums and conducting the respective negotiations.

Commercial transactions

If you plan to start a business or already have one, commercial transactions are part of your day-to-day activities. Commercial transactions include drafting of incorporation documents, registration of legal entities, obtaining the licenses and permissions, issues arising from reorganization, management agreements, managing director agreements, sale and purchase of the shares and actives, etc.

How can we help?

• We will prepare the legal opinions about commercial law and respective regulations or any other legal matter your business needs.
• We will do a legal due diligence of your business and property or the business and property you are interested in.
• We will guide you through:
• The registration process of any legal entity.
• The process of obtaining the licenses and permissions for your business, including for registration as the payment service provider.
• The reorganization process (changing the company’s legal form, mergers and acquisition, separation) and draft for you the respective documentation.
• We will draft and/or review:
• Articles of incorporation, shareholder agreements, decisions of the company’s management (decisions of the shareholders, minutes of supervisory board meetings, etc.) and power of attorney/general POAs.
• Management agreements and managing director agreements.
• Sale and purchase and other disposal agreements of the assets (property, shares, rights of claim and other intangible assets).
• Agreements about the restriction of the ownership rights in a property, such are put and call options, pre-sale and purchase, limitation of disposal, preferential right to purchase, etc.

Our expertise

• We have drafted and/or reviewed dozens of the company’s incorporation documents (articles of incorporation, shareholder agreements, decisions of the shareholders, minutes of supervisory board meetings, power of attorney/general POAs, etc.).
• We have done the legal due diligence of businesses and/or properties for various transactions, including international transactions.
• We have participated in numerous complex sale and purchase and other disposal agreements of the assets (property, shares, rights of claim and other intangible assets).
• We have prepared and participated in numerous complex agreements about the restriction of property ownership rights. Such are options, pre-sale and purchase, limitation of disposal, Preferential Right to Purchase, etc.
• We have participated in the legal drafting of several commercial legislations, for example, in drafting the new code for Entrepreneurs.
• We have supported the company in founding the subsidiary companies and in any matter thereof, including drafting the respective documents, receival the licenses and permissions (intellectual and other) and concluding any agreements.
• We have supported one of the biggest financial institution in drafting the management agreements and managing director agreements.

Labor relationship

Labor relationship regulations are changing rapidly and procedures need to be updated in compliance with the respective regulations.

Labor relationships are strictly regulated under the Labor Code of Georgia and include not only the relationship between an employer and an employee after entering the employment agreement, their rights and obligations, but also pre-contractual relations when publishing a vacancy notice or at a selection stage.

Labor relationships are very specific, no business exists without them, and they fall under special protection in any country. Violation of the respective regulations most frequently causes not only financial responsibilities, but also reputational ones. Therefore, knowing your rights and obligations at any stage, during pre-contractual relations, while publishing a vacancy notice, or at a selection stage, while hiring the chosen candidate or entering the employment agreement, is drastically essential.

How can we help?

• We will consult your HR team in compliance with the labor legislation while publishing a vacancy notice or at a selection stage.
• Suppose you are planning to hire an insource lawyer. In that case, we will help you draft the qualification requirements, job descriptions and assessment of the candidate’s knowledge and experience (we will provide you the written tasks and participate in an interview).
• We will prepare and draft the documents mentioned below and consult you about:

• Pre-employment contracts (term-sheets), management agreements, managing director agreements, employment agreements, employment agreements for trial periods, internship agreements.
• Internal labor regulations, politics, standards, various orders and letters regarding the labor relationship (appointment orders, orders about terminating the labor relationship, etc.).
• Agreements about garden leave and restrictions on competition.
• Documents for incurring the responsibility on an employee (warning, letter of reprimand, etc.).

Our expertise

Our team was supporting the company’s HR department with more than 3500 employees.

Our team is also completed with the lawyers, having long-term experience in managing the teams of lawyers at the legal department. Our lawyers have participated in recruiting the team members, assessing their knowledge and experience (including determining the KPIs) and drafting respective internal labor regulations (standards, job descriptions, etc.).

Our expertise includes:

• Preparing and drafting internal labor regulations, labor standards, procedures, employment agreement templates, complex pre-employment contracts and individual employment agreements.
• Preparing and drafting the nonstandard employment and pre-employment contracts for the company’s managers.
• Consulting the HR department about vacation, maternity leave, remuneration, bonuses, health insurance, pension, etc.
• Terminating the employment agreement with the employee, drafting the termination agreements, etc.
• Preparing and drafting the agreements about garden leave and restrictions on competition and ensuring compliance with legislation under these agreements.

Personal data protection

Personal data is any information connected to a natural person that shall be processed strictly according to the legislation. Under Association Agreement, Georgia’s one of the obligations were to protect the personal data with high standards. Taking the personal data protection regulation into force resulted in the companies ensuring compliance of their business activities. Legislation compliance is controlled by the personal data State Inspector and in case of any violation, the respective penalties are incurred.

How can we help?

We will help you develop processes in full compliance with the personal data protection regulation and standards. And for that:

• We will study your company’s processes and procedures (business process, HR process, etc.) and consult about personal data protection. We will also prepare personal data protection procedures and standard terms and conditions.
• We will study the standard contract terms and make respective changes to comply with the personal data protection regulations.
• We will provide the personal data protection standard terms and conditions for your websites and mobile applications (including confidentiality, cookie politics, etc.).
• We will provide the consent letters for your employees, clients, parties to the contracts about processing the personal data.
• We will represent you towards State Inspector in disputes regarding personal data protection.
• Consult you on any matter regarding personal data protection.

Our expertise

We have long-term experience supporting Georgia’s one of the biggest financial institution concerning personal data protection. Our expertise includes:

• Analyzing and revising the internal politics about personal data protection.
• Analyzing the processing of employee’s and candidate’s personal data in compliance with the legislation.
• Ensuring the processing of client’s personal data in compliance with the legislation.
• Communication with the Creditinfo Georgia and National Bank of Georgia regarding the processing of client’s personal data.
• Drafting the client’s consent letters regarding the processing of personal data.
• Communication with the State Inspector regarding the processing of personal data.

Optimization of legal procedures

Business processes are inseparable from legal procedures. Day after day company’s management, procurement, sales, HR, etc., has to deal with legal documents and make the decisions that cause the legal consequences. Clear and effective legal procedures  are a big part of doing business more effectively and faster.

Many companies’ legal procedures  are complex and require more resources than it actually needs. The reason can be complicated procedures for conclusion the contracts, ambiguous agreements templates, few standards and policies concerning the legal processes, etc. Dynamic change of legislation and setting new standards is a big challenge for companies. Along with a lot of time and energy, compliance with the legislation also requires special knowledge and experience.

• Have you ever considered that your company’s legal procedures take more time than you would like them to take? For example, do you think that the contract’s conclusion with the supplier takes too much time?
• Do you have doubts that your business or labor relationship is not entirely in compliance with the legislation?
• Do you have doubts that your company’s legal procedures or agreement templates do not fully protect your business from the legal risks?

How can we help?

• We will study the ongoing legal processes in your company (for example, how is carried out the contract execution process with suppliers, how is carried out the process of hiring the employees, what documents are used in the process, etc.), developing a process and documentation optimization plan, and ensuring implementation in your company.
• We will study the nature of the legal documents used in your company (internal labor regulations, procedures, orders, etc.) and will find ways to simplify them.
• We will prepare and draft templates for the most used legal documents.
• We will train your employees and consult you on any interesting business matters.

Our expertise

Our team has extensive experience in process management and optimization at one of the biggest financial institution in Georgia, particularly in:

• Preparing and drafting the contract standards for products, analyzing the processes and procedures and bringing them in line with legislation.
• Preparing and drafting the contract standards and procedures for the company’s various directions (sales, procurement, HR, IT, PR and Marketing, etc.).
• Analyzing the legal processes, finding the best way for optimization and implementing them on daily basis.
• Developing internal communication and relationship rules and procedures (documents certification rules, SLAs, documents defining the rights and duties of employees, etc.) between the business and legal direction of the company.
• Training the company’s non-legal and legal teams on important legal issues and procedures.

Legal due diligence and Compliance

Any business is inspirable from legal issues and risks. Before starting business knowing the regulations impacting your business is equally important as is market research. Specifically regulated businesses are Banking, Payment services, Gambling, Health, etc. However, despite the specifically regulated businesses and regulations, there are various general rules and regulations concerning any business, for example, labor law, advertising law, personal data protection, etc.

How can we help?

• Suppose you are going to start a business in Georgia, we will provide you the full legal opinion about legislation concerning your business area and consult you on any matters thereof.
• We will perform a full legal due diligence of the party or subject of the contract or any relationship you are about to perform. For example, we will answer the following questions: Is the transaction permitted under the Georgian legislation? Is your contractor authorized to conclude and execute the contract you are interested in? Is the subject of the agreement free from legal defects? etc.
• We will periodically provide you the reports about amendments and changes to the legislation concerning your business.
• We will study your company’s business processes and frequently used documents and ensure compliance with the legislation.

Our expertise

We have long-term experience in ensuring Georgia’s one of the biggest financial institution’s full legal compliance. Our expertise includes:

• Legislation analysis and legal opinion drafting on respective legislations, including while developing the banking products.
• Identifying the impact of legislation on banks day-to-day activities and relevant processes and procedures development for ensuring legislative compliance of business processes.
• Updating the business directions about amendments and changes to the legislation (e.g., National Bank of Georgia regulations, labor code, the law on entrepreneurs, etc.) and defending their opinions and interests towards the respective authorities, e.g., National Bank of Georgia, public authorities and business associations. Commenting and drafting the changes if necessary, regarding the company’s interests. We have participated in various legislation projects, such as new code on entrepreneurs, crediting physical person, consumer protection rules, government subsidiary projects (agro credits, mortgage credits, etc.), the law on agricultural land ownership.
• Responding to complaints from the regulatory body.
• Analyzing the clients’ business activities in compliance with the legislation.
• Ensuring company’s business activities, procedures and standard contract terms compliance with legislation.