Inna Arendarenko's golden rule

Inna Arendarenko's golden rule

Where is entrepreneurship, there is an endless headache. This is a common opinion about the business path, because it runs through a "minefield" of unforeseen situations. We talked to Inna Arendarenko, one of the best lawyers in Russia in the field of corporate law according to the American rating of Best Lawyers, Ph.D. in Law, author of the book "Law to be different” and a mentor of the legal company “Golden rule” (Krasnodar, Simferopol, Moscow).

– Often, entrepreneurs are afraid to turn to lawyers because of the language barrier. Incomprehensible terms, official wording, unfamiliar expressions. How do you bridge this chasm?

– We have learned to speak the language of our clients and thus have occupied a niche that was empty until recently. You can come to us and tell everything as it is in your own language. We will understand and answer something like this: “You don’t need to worry about anything. What we have just talked about, in fact, fits into a corporate or ordinary civil law contract, in which we will write everything down as you need. It is advisable that you read it. We will clarify the incomprehensible. But in general, this is not your task. You will not need to participate in the process”.

Inna Arendarenko, lawyer, candidate of legal sciences

Inna Arendarenko, lawyer, candidate of legal sciences, photo © Inna Arendarenko

Why is this happening?

Because entrepreneurs immediately begin to strain and worry: “Is it really necessary to create a company? If to create, then what should it be - a joint-stock company or LLC, or maybe a production cooperative, or is it enough for an individual entrepreneur? Who should I run to? Do I need to see a notary? And to the tax office?”. Businessmen really do not understand this (and is it their area of responsibility?). They are looking for someone who will listen to them and give clear answers to their questions, and not in a list or in the form of  58 points, but something like this: “Ok, I understand everything - we create an LLC, we make a corporate agreement in which you will have 51%, we give the investor certain rights, we invest money without taxes as a contribution to the authorized capital. The whole process will take a week”.

We approach the solution of the issue without complex concepts. Once I saw 15 sheets where was written how to structure a fairly simple deal. Although this can be put on one sheet in the form of specifically formulated 10 points.

Our clients can forget about complicated terminology: in simple language, we explain what exactly needs to be done in the proposed case - to create a company or be limited to a civil law contract. If we are talking about the latter, then the task is realized not through a million dollar consulting, but within the limits of 100 thousand rubles.

The team of the law firm Golden rule

The team of the law firm Golden rule, photo © Inna Arendarenko

– It is said about the specialization of the Golden Rule: if you want a safe and understandable solution quickly, go to them. How do you do it?

– Our main service is legal packaging of business ideas of owners and registration of partnerships. When an entrepreneur comes up with an idea to do some kind of business - alone, together, or it will be 58 people, he comes to us and says: “I have this idea. In the future, investors, owners may join us, or someone will go out of business. What is the best way for us to formalize relationships at the beginning so that everyone understands on what conditions we enter, act, divide money and leave?”. This is our core competence. Based on the results of one fifteen-minute conversation with the owner, we can offer him a preliminary solution, and after working through a detailed checklist, a clear plan for how to implement the idea, whether it be the launch of a plant, a startup or the acquisition of intangible assets. Anything, there are no restrictions.

We will offer a solution and, without involving the owner, will help to implement the indicated scheme and provide a safe partnership that he can develop further without thinking about the legal side of the issue at all. If, after the launch of the project, further support is required, we have a special team for this. Serious problems or conflict situations will be helped by the judicial department.

– What is your uniqueness?

– In general, the team of the Golden Rule covers all the legal needs of the business and does it exactly as the owner needs, without burdening him with unnecessary information.

This is a fundamentally new level of service provision!

We are not just experts; we are changing the market with a non-standard approach to service. The specialists of the Golden Rule immediately get involved in the problem, guide you to the logical conclusion of the case, not only give a concrete reasoned answer, but also give a percentage of the chances of success. We will be with you in negotiations on the plane, taxi, in the desert or in the mountains, if the situation so requires. Emergency support 24/7, legal services for business - that's about us.

Another important detail: our lawyers will make documents and represent you with dignity, observing the dress code and the rules of business etiquette. Legal work is done in a convenient form, place and exactly as much as you need. All logistics and preparation for solving problems at our expense.

The Golden Rule team provides support to its clients 24/7

The Golden Rule team provides support to its clients 24/7, photo © Inna Arendarenko

– One of the most "sensitive" issues in business is partnership. How do you help entrepreneurs to work together?

A partnership is a pooling of interests of two or more persons, which has a purpose related to business. Depending on who unites, for what purpose and in what way this goal can be achieved, the format of partnership is determined, which should be legally fixed. The question arises: what is it for?

The fact is that agreements in words are interpreted by each participant freely. When you have a document with agreements, in simple language, put on paper, all questions from the category “we agreed on something else” and “I didn't mean it” are immediately removed.

I always tell partners and bring this information to the masses: “As soon as you start discussing the topic of partnership with each other, already at this stage it is worth contacting lawyers to consult: “There is such an idea. How can we move on?”

– How do you communicate with novice partners?

In the format of a confidential conversation. I always insist that communication takes place one-on-one with the initiator of the partnership. It is important for me to understand who is in charge here and how a decision will be made if something happens. In addition, I want to listen to all the participants individually to understand how their visions coincide. Before formalizing agreements legally, it is necessary that the partners clarify them among themselves.

– How to encourage them to put all the cards on the table?

We have developed a special checklist, in which there are 48 questions related to finance, management, entry and exit, in general, everything.

Working through this list together, the partners clarify many important details for themselves, and about one in five then says: “You know, our partnership did not take place. Thank you and your checklist.” I clarify: “Why?”. Answer: “When my partner and I began to align our interests according to the checklist, it became obvious that we have a different vision and we are not on the way”.

It turned out that we created a simple and at the same time powerful working tool, which, firstly, helps the initiator of the partnership to clarify their goals, and, secondly, to check ourselves and the partner for the coincidence of points of view and business vision. After that the scheme is developed, which is then transferred to legal documents.

Inna, mentor of the law firm Golden rule

Inna, mentor of the law firm Golden rule, photo © Inna Arendarenko

— What do you need to know about the methods of legal registration of a partnership?

— There are three main ways: the first is the creation of a company, a legal entity, the second is the conclusion of a civil law contract between the parties, we will talk about this separately, and the third method is joint activities, when two entrepreneurs or legal entities are united, again, by an agreement, regulating the conditions on the basis of which they implement the project. The third option is the least common, since it has a tax-specific nature.

A company is opened when it is necessary to combine and create new assets or processes that will generate money. But the creation of a company in which the shares are correctly distributed, the charter is correctly spelled out, is the tip of the iceberg. Next, we need to link up common interests between all the participants. For this, there is a special legal instrument called a corporate agreement.

– Partners and corporate agreement are like a marriage contract.

You are right, only the possibilities of the corporate version, paradoxically, are much wider. In a prenuptial agreement, we can only settle issues related to property, and we cannot prescribe, for example, who will wash the dishes. We can write this down in the corporate agreement. Everything can be settled: who contributes what, in what order the participants enter, in what order they leave, how they exercise their rights, how they vote, etc. To the extent that parties in a corporate agreement may be persons who are not directly related to the project: creditors, affiliates ...

Inna will help you understand the ways of legal registration of a partnership

Inna will help you understand the ways of legal registration of a partnership, photo © Inna Arendarenko

– From this place in more detail, please.

Suppose two partners unite and sign a corporate agreement. One of them does not have a spouse, while the other has. In this case, I suggest that the second participant sign a marriage contract, so that if something happens, the spouse cannot claim a share in the business and create problems for another partner. Some answer this: “In my picture of the world, signing a marriage contract with my beloved wife is tantamount to preparing for a divorce. I will never offer her this in my life”. But most agree to sign.

If the answer is “no”, then we suggest: “To prevent us from having an unpredictable participant, whom we did not expect in our partnership, your wife also signs a corporate agreement and confirms that if she ever becomes a participant , then it acts according to the same rules that we agree with you.” That is how the issue is resolved.

– And startups - what scenarios might wait for them?

Suppose someone lends money to a startup, but does not want to become a member of it, since this is a venture story: it will go off, it will not go off - it is unknown. The investor says: “By lending money, I want to have guarantees that I can get it back later. Here and now, I do not need a share in this society. I am ready to allocate funds so that they return to me with a percentage of the profit, for example”. Such a loan is called an investment loan. This is a new form of relations in Russian legislation, and its essence lies in the fact that you can give a legal entity a loan that will be compensated.

In this case, then both the body of the debt and the interest tied, for example, to the company's profit, are returned.

If the loan agreement is initially convertible, then when the company reaches some certain financial indicators regarding profit, product sales, number of customers, such an investor can exchange his right to return the money invested for a share in the company.

A fairly rare legal instrument for Russian law, but very useful for business and pleasant for us, lawyers.

Legal support for entrepreneurs is the main task of Inna and her team

Legal support for entrepreneurs is the main task of Inna and her team, photo © Inna Arendarenko

– If an investor and a top specialist enter into a partnership, where the first one is invested with money, and the second one - with skills. How is the "game" played out in this situation?

Usually an investor contacts us, and we carefully look at the proposed expert from the point of view of his psychotype: how stable, obligatory he is, and corresponds to the declared level of qualification. And if we see (or at least suspect) a person of doubtful reliability, then we tell the client the following: “Before starting in a project, we will draw up a civil contract with him, it will be called a partnership agreement, and in this case you can easily terminate the relationship”.

We had a similar case with a restaurateur who wanted to sell a stake to an expert in exchange for the fact that he would increase his turnover fivefold in six months, as he did in some other restaurant. We dissuaded the business owner from selling the stake. We offered firstly look at a specialist in business, and as a result, the partnership did not take place.

If the restaurateur had sold his share then, it would have been impossible forcibly to withdraw the pseudo-expert from the business. So, foresight is our everything.

In fact, we have a huge toolkit for resolving all possible problems that arise at the stage of registration of partnership agreements.

– Inna, it's time to “pack” such experience into a course, methodology or program. And transfer knowledge to a wider business and professional audience.

In this vein, I want to do two global things. The first relates to my educational mission: I believe it is important to put the value of getting started right in the head of every entrepreneur. What and how to do to initially ensure the security of your business, your assets and interests. We convey this philosophy through different communication channels.

The second goal is to create a corporate university to significantly improve the market for legal personnel to help businesses. "Raw" specialists are often graduated from higher educational institutions. Universities provide normal theoretical knowledge, but at the same time they do not teach how to correctly implement it in practice.

And we know how to help the client choose the best way to solve his problem, and we are ready to transfer the relevant knowledge to newly minted specialists.

Inna's goal is to improve the legal staff market

Inna's goal is to improve the legal staff market, photo © Inna Arendarenko

– Have you already started implementing this project?

Yes, we have established two scholarships - at the Kuban State University and at the Kuban State Agrarian University.

We observe promising students and invite them to our practice. We are ready to share our best practices in those areas where we are really strong - corporate law, courts, assessment of prospects, contract law as part of customer support. Our goal is to bring neophytes to a high level in the profession, instead of producing lawyers who sit in oak offices and speak a complex language.

We now have 25 top experts and we are paid more than we ask. Let there be 25,000 of them throughout Russia, so that they can meet the needs of entrepreneurs in a quality manner. I want the entrepreneurs to be protected and to have someone to defend their interests.

I am sincerely happy when I meet worthy opponents in the courts who know how to work with law. And this right to be different, which I have been broadcasting all my life - this is the name of the book I have written, by the way - it applies to clients, current employees, and those to whom we can and want to transfer our knowledge.

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