This case is about a collaboration that began as a strategic partnership — but turned into a source of risk and loss. And how, through an analytical approach and a legally grounded expert opinion, it was possible not only to assess the damage but to regain control.

A European crop protection manufacturer entered the Russian market in partnership with a local distributor. A joint company was established to handle marketing operations. The manufacturer financed 80% of the budget (branding, promotions, sales channel development), while the distributor covered 20% and managed day-to-day operations.

The joint venture had ambitious goals: to scale the brand, enter new niches, and establish a long-term presence.

Over time, however, the distributor — having benefited from the brand-building — decided to terminate the commercial collaboration. He switched to selling his own products, manufactured by third-party contractors, while retaining control of the shared infrastructure. As a result, marketing assets funded by the investor continued to operate in favor of a new player — without consent and to the detriment of the original partner.

The situation escalated when it became clear that, formally, the distributor wasn’t violating the law — the ownership structure of the joint company remained intact. But in practice, the investor had lost access to customer data, sales channels, and brand presence. With no guarantee that the new distributor wouldn’t exploit prior investments, the manufacturer faced the very real risk of losing the market.

At this point, formal legal instruments were insufficient. What was needed was a strategic logic — one that understood not just documents, but actions, scenarios, and risk.

We began with a comprehensive diagnostic. We analyzed management decisions, asset structures, interactions with the joint company, and the nature of brand presence in the market. The key question: how do you legally and operationally secure control over what took years to build?

Based on this diagnosis, we prepared an independent Expert Opinion that served three key functions:

—  Risk identification. We modeled circumvention scenarios — how the partner could exploit their position to escalate the conflict or push the investor out of the market.

—  Vulnerability assessment. We identified which parts of the marketing infrastructure were open to manipulation and which legal tools could realistically be enforced within the current jurisdiction.

—  Agreement formalization. We proposed mechanisms to codify the deal: from sales channel separation to restrictions on brand usage.

During negotiations, the Expert Opinion became the foundation for our argumentation. This allowed the conversation to focus not on emotions or expectations — but on facts, risks, and enforceable legal constructs.

The final agreement included:

—  clear division of sales channels;

—  prohibition on using brand-related visuals without separate permission;

—  restricted access to the CRM and customer data;

—  compensation mechanisms for brand investment;

—  prohibition on the use of technical materials and presentations.