• Tomashevskaya Nataliya
    Partner practice
    Yalovoy Artur
    Contact

    Securities

    Shares, bonds, notes and other securities have already become widely used in business activities of Ukrainian companies. Business relations in this area are governed in detail both at the level of laws and subordinated regulations. Moreover, scopes of respective case law also increase from day to day. Therefore, it is crucial upon entering into any transactions with securities to plan and structure diligently, and coordinate, actions with the Securities and Stock Market State Commission and other governmental authorities.

    It should be mentioned that this area is distinctive for the following:

    • A great number of innovations and changes in the laws governing such legal relationships which to be carefully followed up;
    • Various restrictions on circulation of securities;
    • Complicated and intricate procedure for issuing securities;
    • A grate number of participants on such market having different functional purposes.

    The services INTEGRITES offers in this area include the following:

    • Advising on security market regulations, supporting the issuance of shares and bonds, operations with Eurobonds;
    • Establishing securities market participants, investment funds, drafting internal documents, licensing their activities, obtaining necessary approvals;
    • Legal due diligence of, and structuring, merger and acquisition transactions, advising on issues related to obtaining permits to sale of shares;
    • Advising on, and drafting, agreements related to regulation of securities, developing performance security arrangements.

     

  • Projects. Securities Market.

    Advising on security market regulations, supporting the issuance of shares and bonds:

    • Advising on formation of the authorized capital in joint stock companies, issuance of shares, bonds and other securities by companies, issuance of securities by property operation funds, construction financing funds, and joint investment institutions.
    • Advising on securities accounting, depositary regulation, securities operations, pledge and encumbrances, and circulation, payment of accumulated income (dividends, interests and redemption payments), clearing, placement of securities on the exchange, delisting.
    • Supporting the issuance of shares and bonds, including preparing underwriting agreements, agreements with the security custodian and registrars, auditing documents, registering the issuance with the Securities and Stock Market State Commission of Ukraine, drafting share sale and purchase agreements, brokerage agreements with brokers, preparing shareholders agreements.

    Establishing securities market participants, investment funds, drafting internal documents, obtaining respective licenses and permits:
     

    • Drafting constituent documents, internal regulations and registering market participants, investment funds and licensing their activities.
    • Services related to establishing subsidiaries, branches and representative office of companies participating on the securities market.
    • Legal support for organizations and holding general shareholders meetings.

     
    Legal due diligence of, and structuring, acquisition transactions, obtaining permits to sale of shares:

    • Due diligence of companies (issuance of shares, bonds and other securities, and their encumbrance) to identify respective risks, drafting recommendations for the purpose of minimizing such risks.
    • Structuring transactions of merger and acquisition of companies by purchasing shares, and obtaining respective permits from public and governmental authorities necessary to pursue and complete M&A transactions;

     
    Preparing agreements related to regulation of securities, developing performance security arrangements:
     

    • Advising on issues related to entering into ad fulfilling agreements related to regulation of securities, developing performance security arrangements, preparing respective draft agreements.
    • Supporting transactions involving notes and tax bills.