Multi-jurisdictional Share Restructuring for Gamedev Holding

An online game development and publishing company operated through a Hong Kong holding and a Meydan Free Zone subsidiary. The founders wanted to bring in a new minority investor without losing control of the strategic subsidiary, while keeping the holding's capital structure flexible enough for future rounds. The restructuring spanned two jurisdictions with different corporate regimes and required several share instruments to work together — additional issuance, capital contributions, and preferred shares. The team needed clean documentation, aligned governance, and a deal structure that protected founder control before committing to the transaction.

We structured the multi-jurisdictional restructuring end-to-end, covering equity instruments, carve-out, and governance.

1. Equity transactions — designed and documented the holding's share moves: additional share issuance, capital contributions, and preferred shares calibrated to the new investor's economics.
2. Subsidiary carve-out — separated the Meydan Free Zone subsidiary to the founders so the strategic asset stayed under their full ownership outside the investor perimeter.
3. Minority investor onboarding — drafted the transaction package admitting the new investor at holding level with a minority stake and dividend rights tied to the preferred shares.
4. Corporate governance — built the governance framework around the new cap table to keep decision-making, board control, and reserved matters in the founders' hands.