Anahata Solutions

Client case background. Loss of marketing investments and operational control.

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A European manufacturer and a local partner agreed to jointly run marketing campaigns to promote the manufacturer’s products. The manufacturer financed 80% of the budget (branding, opening new sales channels, promotional campaigns), while the partner contributed 20% and handled operational control over the execution of marketing activities.

To this end, the parties established a joint company in Russia. Over time, the distributor terminated its trading relationship with the manufacturer and began selling its own competing products produced at third‑party facilities.

Leveraging its dominant position in managing the joint structure, the distributor continued to benefit from the joint marketing investments. The manufacturer lost access to developed sales channels and branded assets, putting its market position at risk.

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Challenge and opportunity.

Preserving market position and protecting investments in the context of a partnership breakdown

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The situation required a strategy that would not only restore control over key marketing assets but also prevent their further use by the former partner, ensuring long‑term protection of the investments.

Primary objectives of the client

Define and secure legal rights over the marketing assets, commercial information, and sales channels.

Eliminate the possibility of the partner using these assets without authorisation.

Develop legal and commercial mechanisms to ensure compliance with the agreed terms and to prevent circumvention schemes.

Reduce the risk of losing market share during the transition period and secure entry to the market through a new distributor.

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Solution. A comprehensive approach combining legal analysis, negotiation strategy, and data analytics

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The Anahata Solutions team conducted a detailed legal and commercial analysis, assessing the corporate control framework, rights distribution over marketing assets, and potential pressure points on the counterparty.

Based on these findings, a negotiation strategy was developed with a robust legal foundation for the client’s position. The process was structured to minimise confrontation while systematically securing critical terms for the client in formal agreements.

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KEY STEPS

1. Prepared a legal position securing the client’s rights to marketing materials, sales channels, and branded assets.

2. Included in the agreement compensation mechanisms, business separation procedures, and intellectual property protection clauses.

3. Drafted provisions prohibiting the use of marketing assets without the client’s consent, with defined sanctions for violations.

4. Formalised monitoring mechanisms to ensure compliance with the agreement, including regular audits and reporting obligations.

5. Data Research: analysed corporate and registration records of the joint company, reviewed the history of transactions involving marketing assets, and identified third‑party contractors and channels through which the partner could continue to benefit.

6. Identified and documented all digital and physical access points to marketing materials, followed by transferring control to the client.

7. Prepared a closed dossier on potential circumvention schemes and developed preventive measures to block them.

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Result. Preserving market share, protecting investments, and minimising risks

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Negotiations resulted in a balanced agreement that included the redistribution of rights to marketing assets, sales channels, and commercial information. Compensation mechanisms were implemented to protect the client’s interests in the event of non‑compliance. The manufacturer retained its market share, secured swift market access through a new distributor, and avoided reputational losses. Control measures reduced the risk of the former partner reusing the assets to a minimum, and the manufacturer’s intellectual property was fully safeguarded.