Legal Design

---

We assess the optimal entity stack—HoldCo, OpCo, IPCo, and PropCo—based on asset type (leasehold vs freehold), jurisdictional tax regimes, and investor control needs. Outcomes include ringfencing of liabilities, dividend flow planning, and financing flexibility.

We evaluate incorporation across onshore/offshore jurisdictions using metrics like treaty benefits, CFC rules, management & control thresholds, and capital repatriation ease. Options include DIFC, ADGM, Delaware, BVI, and Cayman, aligned to investor optics and compliance mandates.

We identify redundant SPVs, dormant entities, or legacy subsidiaries that inflate legal overhead and audit complexity. Includes preparation of board resolutions, license cancellations, and coordination with statutory authorities for formal liquidation.

We simulate cap table changes post-exit or dilution events—drag/tag rights, liquidation preferences, voting control, and minority protections. Clean pre-deal shareholding simplifies SPA negotiation and improves buyer due diligence efficiency.

We draft or review management agreements, royalty flows, intercompany loans, and shared services arrangements. Aligned to OECD BEPS guidance and local Transfer Pricing (TP) laws, this ensures defensibility and alignment with arm’s length pricing protocols.

We structure IP ownership across trademarks, menus, SOPs, domain names, and booking platforms. When valuable IP exists, we house it in a separate IPCo with licensing back to OpCos—enabling monetization, investor clarity, and exit readiness.

We draft or review SHA, JV, and franchise agreements with Bain-tier financial alignment: fee structures, territory protection, ROFR/ROFO clauses, termination triggers, and profit waterfalls. All terms reflect investor-grade clarity and dispute resilience.

We lead incorporation of clean SPVs, nominee arrangements, or holding vehicles specific to the transaction. Includes issuing initial share certificates, UBO declarations, authorized signatory resolutions, and board governance documents pre-loaded for due diligence.

We coordinate filings across economic departments, VAT registration authorities, commercial registries, and financial free zones. Our compliance matrix ensures that every legal step—from board approvals to license amendments—is fully documented and investor-auditable.