Projects. M&A.

Structuring and comprehensive legal support of M&A deals, implementing privatization projects:

• Conducting due diligence of companies at the buyer’s or seller’s special request to identify risks and other factors affecting the adjustment of share prices, preparing due diligence reports, developing recommendations for the minimization of risks.
• Structuring transactions involving mergers and acquisitions, fixed asset acquisitions and integrated property complex acquisitions in line with applicable laws.
• Providing legal assistance in obtaining permits from governmental agencies and regulatory bodies (such as the Antimonopoly Committee of Ukraine, the National Bank of Ukraine, etc.) for pursuit and completion of M&A deals.
• Drafting necessary documents for the pursuit and completion of transactions, in particular such documents as letters of intent, preliminary agreements, share and asset sale and purchase agreements with all relevant annexes (price calculations, warranties and representations, heads of agreement, completion agreements, etc.), escrow account agreements, blocking agreements, closing memorandums, post-closing agreements, and other additional documents required for the pursuit and completion of M&A transactions.
• Executing documents necessary for the allocation and sale of a share of an integral property complex.
• Preparing internal corporate documents, as well as constituent documents and other agreements, and developing corporate operating schemes to fend off hostile takeovers and corporate raids.
• Providing legal support for deals involving privatization of enterprises.

Providing legal support for investment projects, structuring corporate transactions:

• Creating transaction-related corporate operating charts, including for transnational projects, supervising their consistent implementation, drafting works and services agreements, joint venture agreements, asset management agreements, commodity supply agreements, drawing up agreements to secure the parties’ performance of their obligations (penalties, security deposits, prepayments, escrow accounts, guarantees, sureties, etc.)
• Structuring investment schemes for various sectors of economy, providing legal assistance in the process of drawing up business plans and developing projects involving doing business in Ukraine, developing joint venture arrangements.

Providing legal support for the implementation of clients’ projects aimed at establishing their corporate presence in Ukraine and abroad, dealing with licensing issues.

• Advising on rules and procedures for registering, re-registering and liquidating companies of various legal and organizational forms, representative offices of foreign companies, institutions and organizations, including NGOs, funds and political parties, branch offices and separate structural units.
• Drafting corporate management documents, implementing Western standards for companies’ operations, ensuring the maintenance of capital, calling and holding general shareholders meetings.
• Providing advice and legal support for registration of companies in EU and CIS member countries, in American, Asian, and Oceanian countries, and in countries with simplified tax systems, supervising their operations.
• Advising on licensing-related issues and procedures for obtaining permits by business entities wishing to engage in entrepreneurial activities in various sectors of economy, providing explanations regarding licensing terms, practical difficulties and restrictions.
• Providing legal assistance to companies seeking to obtain permits and licenses for the right to engage in certain business activities, to set up buildings or facilities, to launch certain types of manufacturing facilities, engineering structures, storage facilities for hazardous substances, food products or medicinal products, to dispose of wastes, or to obtain documents of Good Manufacturing Practice compliance, quality certificates, labor safety documents, and other permits.

Providing legal services in the field of share issues and protection of minority and majority shareholders’ rights.

• Providing legal support in connection with share issues, in particular drafting necessary documents, including underwriting agreements, depositary agreements and registrar agreements, providing assistance with due diligence checks, registering issues (initial offering) and additional issues with the Securities and Stock Market State Commission of Ukraine, drafting share sale and purchase agreements, brokerage agreements and shareholders agreements.
• Advising clients on how to protect the rights of majority and minority investors, participating in the drafting of investment agreements and other investment-related documents to secure the rights of such clients.