Corporate

The PRIMUS team of corporate lawyers assist private and public sector entities with:

developing effective governance models designed to identify and optimise business risk;
securing effective operation of business functions;
focusing on business development and the prevention of potential disputes.

We pay special attention to each of our client’s needs and the nature of their business, providing legal advice on their day-to-day activities and helping them find the most effective corporate governance and corporate structure, funding, and development models. Working closely with the client, we assist them with implementing their chosen models by comprehensively applying the most appropriate legal instruments and processes (such as company and group reorganisation and restructuring, setting up new companies, increasing and reducing equity, issuing convertible bonds, drafting convertible loan and shareholder contracts, etc.).

Legal services:

set up and liquidation of various legal entities;
reorganisation and restructuring of companies and/or groups;
corporate financing transactions and related legal services (implementation of equity change, etc.);
corporate due diligence;
legal advice on operational compliance;
drafting of contracts necessary for day-to-day corporate function (sale and purchase, loan, lease, donation, use, commission, haulage, service provision, contract work, distribution, partnership);
legal advice on corporate governance;
drafting of documents for the due registration of decisions made by corporate bodies;
drafting of regulations concerning the remuneration of members of corporate governance bodies, and those related to rules of procedure;
legal services related to the establishment and dissolution of corporate governance bodies, as well as the election and recall of members of such bodies;
client representation in negotiations with prospective business partners;
client representation in negotiations between shareholders, and drafting of shareholder contracts;
client representation before public authorities regarding all relevant matters (inspections, licensing, etc.).

Major projects:

Long-term cooperation with a health and beauty products wholesaler, providing daily advice on corporate governance (related to decisions made by corporate bodies, the election and recall of members of governance bodies, drafting of commercial agreements) and the management of risks precipitated by global events.
Assisting a client – one of the leading insurance brokerage firms in Central and Eastern Europe – with optimising the operations and governance of the insurance brokerages it owns in Lithuania by implementing the reorganisation (merger) of said brokerages and providing legal services during the entire reorganisation process (from proposals and solutions to optimising the operations and governance of the brokerages to transaction structuring and completion of the reorganisation process).
We have successfully implemented an exceptionally difficult cross-border merger on behalf of our client – a Baltics-wide steel, stainless steel, and aluminium trading and services company belonging to a single group – whose interests we represented before public authorities and institutions. We have drafted all the necessary merger documentation and provided consultations and legal assistance with resolving all related tax, labour, regulatory, and other matters. The project required a comprehensive knowledge of corporate law and participation in all stages of the process.
We are providing one of Europe’s largest and most innovative construction materials group with comprehensive legal services (requiring an extensive knowledge of corporate law) in restructuring, governance optimisation, and reorganisation processes. Legal assistance includes detailed governance evaluation, making group optimisation proposals and implementing selected reorganisation and restructuring solutions from start to finish, as well as providing legal opinions and advice on regulatory (licensing) matters.
We are assisting one of the fastest growing transport and logistics companies in the Baltics with setting up new companies in Lithuania. For this purpose, we represent our client in negotiations with national and international business partners to enable the establishment of new companies. Additionally, we draft shareholder contracts to prevent shareholder disputes and to implement the most appropriate governance model.
We are also the trusted partner of a global aviation group that has entrusted us with reorganising its companies. PRIMUS has carried out a company de-merger, assisting the group with drafting the relevant documentation, and representing the client before public authorities in settling matters related to dividing the reorganised company’s property complex and IP rights.

KEY CONTACTS

GIEDRĖ DAILIDĖNAITĖ, CIPP/E
Partner

ROBERT JUODKA
Managing Partner (International Business)

TEAM

DALIA MINELGAITĖ
Junior Associate

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