Corporate / M&A

IFLR1000 2016

“Practical and specific advice on sophisticated matters, helpful and always on time”

Services

Commercial Contracts

  • advising Clients on various legal matters concerning international and domestic commercial activities and daily operational issues;
  • comprehensive advice on commercial activities in highly-regulated industries;
  • drafting and negotiating all types of commercial contracts; and
  • issuing legal opinions as to validity and enforceability 

Corporate Finance

  • advising on pre-finance restructuring and tax planning issues;
  • tactical planning and structuring corporate finance transactions, advising on mitigation of the transaction-related risks, including consultations on foreign investment and currency control requirements;
  • efficient and reliable legal management of the transaction, including preparation of an offer, legal audit, drafting and negotiating the transaction documents (including term sheet, investment agreement, share purchase agreement, capital call agreement, loan agreement, etc.);
  • participation in closing of the deal;
  • post-closing support that may include tax - and business - effective integration or restructuring, and establishment of new corporate governance.   

Corporate Governance

  • comprehensive analysis regarding corporate governance compliance;
  • establishing and improving the corporate governance standards of existing business ventures;
  • advising on matters related to shareholders’ rights protection;
  • planning and structuring the relationships between shareholders / participants of joint ventures, between owners and the management of legal entities; drafting joint venture / shareholders agreements, option agreements, etc.
  • assisting with management buy-outs and all transaction related matters; and
  • legal review of the established corporate governance structure to identify potential risks of a hostile takeover. 

Employment

  • consulting on all aspects of employment and industrial relations law, including issues related to confidentiality and restrictive covenants; drafting employment contacts; elaborating and implementing internal employment policies;
  • overall advising on employment aspects in the course of M&A transactions and corporate restructurings, including employment transfer compliance;
  • handling of foreign individuals' employment in Ukraine, including procurement of work permits and state registrations;
  • elaborating and implementing the employee share option plans and profit sharing schemes, incentive plans for employees, management buy-outs; and
  • advising on all matters of trade union and collective bargaining activities, drafting and negotiating collective bargaining agreements 

General Corporate and Restructuring

  • advising on strategic corporate initiatives and setting up optimal corporate structures for newly established businesses;
  • advising on entering into new and operating the existing business ventures in Ukraine as well as legal planning and structuring of the investments;
  • overall support in establishing greenfield investments of any form (including special purpose vehicles) as well as in opening divisions (branches, representative offices) of foreign legal entities and their subsidiaries in Ukraine;
  • assisting with the formation of joint ventures and strategic alliances across a wide range of industries as well as advising on related asset and share transfer matters; legal structuring and planning joint venture activities;
  • integrated advise on various corporate actions such as participation in a legal entity, increase/ decrease of its share capital, etc.; handling any corporate securities issue by Ukrainian legal entities;
  •  acting for Clients in liquidation of legal entities and all liquidation-related issues;
  • overall support in conducting effective corporate restructuring of businesses (spin-offs, splits, transformations, etc.), including in-depth analysis of the risks of business interruption related to corporate restructurings;
  • advising on bankruptcy prevention measures: : preparation and implementation of restructuring arrangements aimed at the renewal of a company’s solvency; legal audit of the insolvent legal entity;
  • advising on acquisitions in the context of bankruptcy; and
  • guiding through bankruptcy proceedings and rehabilitation process.
     

Privatization

  • integrated advice on the privatization process and its planning;
  • representing investors in the privatization process, filling of the bid;
  • efficient and reliable management of the privatisation process (conducting the legal due diligence, preparing and negotiating the privatisation documentation, execution and completion of the acquisition); and
  • overall advising on post-privatization matters concerning fulfillment of privatization undertakings, business-efficient corporate restructuring, establishing the optimal corporate governance structure 

Public and Private Mergers & Acquisitions

  • representing principal entities or financial investors / advisors in public takeovers and public company mergers (both domestic and cross-border transactions);
  • advising principal entities in private mergers and acquisitions (both domestic and cross-border transactions);
  • strategic planning and structuring of M&A transactions; recommendations on mitigation of transaction-related risks;
  • efficient and reliable management of the M&A transaction (preparing an offer, conducting a legal audit, drafting and negotiating the transaction documentation, executing and closing the transaction, and implementation of the post-closing matters); effective handling of time-sensitive and multi-step M&A transactions;
  • assistance in procurement of regulatory approvals required for closing of the transaction and representing the clients in relations with Ukrainian regulatory authorities (the National Bank of Ukraine, the State Securities and Stock Market Commission, the Antimonopoly Committee and the State Commission for Regulating of Financial Services Markets);
  • post-transaction support that may include tax- and business-effective integration or restructuring; and
  • advising on asset-based deals.

Regulatory matters

  • advising on all matters related to regulatory requirements for domestic commercial activities in highly-regulated industries;
  • assisting with procurement of specific permits, licenses, consents required for conducting commercial activities in Ukraine;
  • legal review concerning compliance with foreign investment and currency control requirements; registration of foreign investments in Ukraine;
  • consulting on regulatory requirements related to issuance and circulation of corporate securities (stocks, bonds, promissory notes, etc.);
  • advising on bankruptcy related regulatory matters;
  • legal review of contracts and warranty obligations concerning consumer protection compliance; and
  • representing Clients in relations with specific regulatory authorities and institutions.  

Tax

  • counselling on all matters related to corporate and individual tax issues;
  • strategic tax planning of corporate restructurings, joint venture arrangements, including in tax favorable jurisdictions;
  • advising on transactional tax matters: effective tax structuring of M&A transactions;
  • representing Clients in relations with domestic tax authorities. 
Key Contacts

Borodkin, Alexander

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Igonin, Volodymyr

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Sisetska, Anna

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