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18 March 2018

 15 Aug 2009



Securities Law & Capital Market Products

CFS Legal Guledani & Partners is an acknowledged leader in capital markets practice. Issuers and market participants rely on our firm for the most current advice on disclosure and corporate governance matters, corporate and securities regulatory issues and transactional structuring. Our unique expertise extends to classic public and private debt & equity transactions as well as to highly complex structured financings via structured (ABS) notes.

Our capital market practices involve:

Corporate, tax and contractual coverage and implementation of structured finance (ABS) transactions, which includes, but is not limited to:

- Full legal, tax, structural and bankruptcy vetting of the transaction
- Preparation of the corporate documentation and incorporation of an SPV
- Structuring, drafting and finalizing asset transfer agreements between Originator and SPV, which also entails preparation of the opinions on validity of the model, assessment of the true sale and bankruptcy remoteness concepts and their applicability to the model
- Preparation of  SPV management, portfolio management and safekeeping agreements
- Drafting business descriptions for the Prospectus
- Preparation of the terms and conditions of the notes envisaging embedded features
- Preparation of the note purchase agreements
- Full legal coverage of the transaction and its closing
- Coordination of registrar services

Representation and legal counsel of the issuers on the local and international securities market in public and private issuance and placement of debt & equity instruments, including:

- Drafting transaction related agreements and legal documents including terms and conditions, note purchase, underwriting, registration, placement agent, trust, depositary, guarantee & brokerage agreements
- Drafting business descriptions of the issuer for the prospectus for the public offering for submission to the national securities regulator for the approval 
- Preparation of tax opinions for the noteholders  
- Advising on IPO transactions

Private Equity and Investment Funds

- Modeling & full contractual coverage of the real estate and private equity funds including: 
- Preparation of the founding documentation envisaging fund specific restrictions 
- Preparation of the fund management, administration and investment management agreements 
- Preparation of collateral, option and other feature agreements 
- Preparation of the private placement memorandum
- Preparation of subscription and share transfer agreements
- Coordinating registrar services  
- Full corporate, legal & tax coverage of the fund investments 
- Legal due diligence of fund investments and protection of fund’s business interests

Brokerage & Asset Management business line:

- Contractual coverage of local securities brokerage services involving Georgian Stock Exchange and listed and traded securities; 
- Contractual coverage of global brokerage services involving trading on the global stock exchanges.


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(+ 995 32) 55 99 02
(+ 995 32) 55 99 03

154 Agmashenebeli Ave.
10th Fl. Tbilisi 0112, Georgia
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