A Strategic Alliance as a Legal Instrument
A strategic alliance between companies usually goes beyond a one-off trading relationship and requires a legally deliberate structure. In Georgia, such cooperation may rest on a production or commercial contract as well as on the corporate mechanisms provided by the Law on Entrepreneurial Societies — the establishment of a joint venture, equity participation, or an agreement coordinating voting and decisions between the parties. Where the alliance takes the form of a common entrepreneurial society, the founders reflect in the agreement, together with the charter, the firm name, the legal address, the identification data of the partners and the particulars of the persons authorised to represent the society, while the proportional participation is expressed in percentages and must sum to 100 percent. It is precisely this formal foundation that turns a shared commercial intention into a defined relationship protected even in the event of a dispute.
The Shareholders' Agreement between the Allies
The law directly recognises the shareholders' agreement: shareholders, or shareholders together with a third person, are entitled to conclude a contract under which its parties will be obliged to exercise, in a defined manner, the rights arising from the shares or other rights, and to perform the corresponding obligations. The company must be notified immediately of the conclusion of such an agreement. The agreement requires no special form, which gives the parties flexibility — although precision of content becomes especially important. Where a share covered by a shareholders' agreement is sold, the rights and obligations arising from the agreement do not pass to the purchaser, unless this was specially provided for both in the shareholders' agreement and in the contract of sale. Accordingly, for the stability of the alliance it is essential to determine in advance what happens if a party sells its stake.