Holding Restructuring in Uzbekistan

Client

Large international development company

Challenge

A large international development company needed to reorganize the corporate structure of its Uzbekistan holding. The beneficiary of the parent company wanted to make key strategic decisions without being drawn into day-to-day operations, while preserving the ability to retake control if a corporate conflict erupted between participants. Logistics chains and contractual flows inside the group also had to be rebuilt around current domestic and cross-border constraints. The task required balancing operational autonomy for managers with strict corporate control for the beneficiary — before committing further capital to the structure.

Solution

We delivered full legal support for restructuring the holding's corporate framework across ownership, control, and logistics layers:

  1. Constituent documents — drafted new versions of the holding companies' constituent documents, aligning them with the target ownership and management model.
  2. Cross-ownership through SHA — structured cross-ownership of shares between holding companies via shareholders' agreements and insurance-style options designed to seize control in the event of a corporate conflict with the beneficiary.
  3. Corporate agreements — prepared internal corporate agreements that blocked key business decisions inside the holding companies from being taken against the client's will.
  4. Logistics and contracts — rebuilt logistics chains and contractual flows across the group in the most efficient configuration under domestic and international constraints.

Result

The client gained strategic control over a $31.5M holding without being pulled into operational management, with built-in mechanisms to resolve corporate conflicts and reclaim control if needed.

The restructuring set the holding on a sustainable footing — aligning ownership, decision rights, and logistics into a single framework built for long-term corporate control.

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