Corporate law

“Voropaev and Partners” Law Firm provides a range of services on corporate law issues in various business areas

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  • Legal advice on corporate management issues; development of effective business management structures;
  • Business setting up, including SPV in other jurisdiction, consolidation and deconcentration of business, incorporation of holding, legal practice on foreign investor participation;
  • Liquidation, registration of enterprises, branches, representative offices, enterprises of different business forms; individual strategy development on corporate restructuring;
  • Drafting and legal analysis of documents in the ordinary course of business, legal support of enterprises’ business;
  • Due diligence on suspected deals; operations with finance instruments/securities, corporate rights and other property; consultation on regulatory issues relating to emission and circulation of corporate securities (shares, bonds, promissory notes and others); drafting of foreign economic agreements and their enforcement;
  • Consultation on requirements for business in most regulated regions of Ukraine; support to obtain special permissions, licenses and agreements required for carrying out business in Ukraine;
Mergers and acquisitions

“Voropaev and Partners” Law Firm provides a range of services on M&A transactions (within territory of Ukraine as well as cross-border M&A transactions), starting from drafting of letters of intent, due diligence and transactions’ structuring and finishing with drafting and signing of legal documents and the closing procedure

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  • Legal advice to principal parties on merger and acquisition of private companies (M&A transactions within territory of Ukraine as well as cross-border M&A transactions);
  • Legal assessment of companies merger and acquisition’ schemes and/or companies’ assets; legal analysis of risks and consequences for target company and investor;
  • Structuring of transactions on acquisition of the Ukrainian companies, including the use of investment accounts to be opened in the Ukrainian banks, as well as complex transactions on acquisition of foreign holding companies with the development of a new corporate structure, the issue of options and shares of different classes, using a complicated payments mechanism (loans, letter of credit, guarantee issue, escrow payments), drafting of agreements (including sale and purchase agreements, shareholders agreements) and all other documents to be required for transaction implementation;
  • Legal support of M&A transactions (offers’ preparation, due diligence, preparation of and negotiation regarding the transaction documentation, execution and closing of M&A transaction, consultation on legal issues after M&A transaction’ closing)
Real estate, construction and land law

“Voropaev and Partners” Law Firm provides a range of services concerning real estate, construction and land law

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  • Transaction support on acquisition, alienation, land lease and real estate lease, mortgage and all other transactions on real estate;
  • Legal support for registration of title to real estate, registration of title to real estate;
  • Preparation of permission documents, legal support of construction and reconstruction of real estate items;
  • Drafting of agreements relating to real estate under due consideration of the client’ interests;
  • Legal due diligence of title establishing documents to real estate item
Banking and finance law

“Voropaev and Partners” Law Firm provides a range of services on Ukrainian and international banking legislation

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  • Legal advice on foundation of Ukrainian bank and establishment of inner legal due diligence; registration of banks and representative offices of foreign banks in Ukraine;
  • Support (assistance) in licenses’ obtainment from regulating authority for newly created banks or extension of the license validity period of the existing banks;
  • Legal advice on and support in obtainment of the NBU license to undertake investment abroad, and also license to effect payments abroad in accordance with the currency exchange regulation’ requirements;
  • Legal advice on increase of capital via subordinated loan raise from residents and non-residents of Ukraine, as well as obtainment of NBU’ permissions to enter into Subordinated Loan Agreement;
  • Regulatory issues of financial institutions;
  • Credit and project financing;
  • Full legal support of financial institutions’ activity
Intellectual property, copyright and media law

“Voropaev and Partners” Law Firm provides a range of services on intellectual property, copyright and media law, providing legal advice to the clients on legal aspects for business conducting in the following areas as television and radio broadcasting, cinematography and publishing, protection of intellectual property, copyright and associated intellectual property rights

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  • Protection of copyright and associated intellectual property rights; protection of industrial model, trademark protection;
  • Legal support of the disposal process of intellectual property rights (exclusive property right assignment agreements, license agreements and other types of documents);
  • Registration of trademarks, labelling, invention patents, utility model, industrial designs, registration of copyright items and copyright agreements;
  • Representation of the clients’ interests relating to intellectual property rights in the courts and various state authorities;
  • Provision of legal services on impediment of untruthful data’ dissemination regarding the companies, protection of clients’ business reputation
Tax law

“Voropaev and Partners” Law Firm provides a range of services on tax legislation

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  • Legal advice on taxation of companies in Ukraine;
  • Legal advice on international taxation in favorable foreign jurisdiction and tax planning;
  • Legal advice on tax treatment of international agreements and dealings with non-residents, including issues on currency regulation and control;
  • Tax consulting in the course of planning and realization of corporate restructuring projects, M&A projects, transactions on international and local financing and refinancing, and also all other packet , including cross-border transactions;
  • Interpretation and practical application of international agreements for the avoidance of double taxation;
  • Analysis of contractual arrangement of separate transactions and business schemes for clients, and audit of tax accounting of business transaction, aiming to identify and minimize possible tax risks;
  • Support of audit by regulatory authorities, appeal against their illegal actions;
  • Support in administrative and court appeals against decisions and actions of tax authorities, representation of clients’ interests in courts of all instances;
  • Representation of clients’ interests in tax authorities
Labour law

“Voropaev and Partners” Law Firm provides a range of services on labor law of Ukraine

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  • Drafting of labor agreements and treaties, non-disclosure agreements, services agreements;
  • Advice on enterprise management organization and on limitation of representative powers of directors;
  • Preparation (drafting) and registration of collective agreements, conflict situation resolution with trade-union organizations;
  • Staff transfer, staff reduction, restructuring;
  • Foreigners employment, work permit;
  • Compensatory programs, taxation, local policy;
  • Disciplinary proceedings, dismissal, labor disputes and peaceful settlements;
  • Preparation of HR documentation and conformation with the company’ existing inner policy;
  • Due diligence concerning compliance with all standards of labour legislation
Commercial and contract law

“Voropaev and Partners” Law Firm provides a range of services on support in various commercial transactions

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  • Comprehensive advice on business activity in various business areas;
  • Preparation of sale and purchase agreements, services agreements, lease agreements, loan agreements, construction agreements, investment treaties, lease and licence contracts, agency agreements, distribution agreements and at al.;
  • Preparation and conduct of negotiations relating to any types of commercial agreements;
  • Preparation of legal opinion on validity and enforceability of commercial agreements;
  • Comprehensive consultation of residents and non-residents on issues relating to foreign economic activity on the territory of Ukraine, drafting (formalization) and expert appraisal of foreign economic agreements;
  • Legal enforcement of foreign economic monetary transactions;

Consultation on issues of optimization of custom payments, customs settlement, realization of export-import transactions

Representation in courts

“Voropaev and Partners” Law Firm provides services on support of civil, commercial, administrative cases in Ukrainian courts of all instances

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  • Corporate disputes between shareholders or shareholders and company, including disputes relating to corporate management and shareholders’ rights, agreements between shareholders, mergers and acquisitions, reorganization and liquidation of enterprises;
  • Commercial disputes arising out from or relating to conclusion, enforcement, termination and validity of commercial agreements and any similar transactions, debts collection disputes;
  • Disputes in IP areas and related areas;
  • Disputes relating to securities, including those pertinent to emission and carrying out of transactions with shares, bonds, transfer and ordinary notes, and any other securities;
  • Disputes concerning real estate, including disputes on title to the land and other real estate objects;
  • Tax disputes and regulatory disputes;
  • Representation of company’/ leading managers in the course of inspections by state bodies, and also defense of clients’ interests in the courts on suits relating to state control in business area;
  • Recognition and enforcement of decisions, made by international arbitration, and decisions of international courts in Ukraine, and also assistance to enforce such decision abroad, appeal against judgment in Ukraine, delivered by international arbitration
Comprehensive support of business

“Voropaev and Partners” Law Firm provides services on comprehensive support of business on the principle of subscriber’s service

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  • Legal support of the client’s business, including current (daily) tasks of the company on issues of taxation, investment, corporate issues, labour relationship, relationship with clients and contracting parties;
  • Preparation of practical consultation with up-to-date information on changes in legislation;
  • Development of optimum taxation scheme and consultation on taxation system organization;
  • Transaction support, participation in negotiations, pre-court dispute resolution;
  • Legal analyses of business projects, development of strategy and mechanisms of business objectives implementation, preparation of legal documents;
  • Presentation of interests in state authorities, judicial bodies of all instances, participation in proceedings, bankruptcy proceedings
Private wealth management

“Voropaev and Partners” Law Firm provides a range of services on private wealth management

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  • Development, planning, structuring and further implementation of schemes and mechanisms, including with the use of trusts, holding companies, foundations and other structures (their combinations) depending on jurisdiction and objectives pursued by the client, aiming to protect and preserve the property of the owner of large private capital;
  • Risk management in private sector;
  • Inheritance planning for individuals;
  • Investment and tax mitigation;
  • Communication and work with banks, professional services providers (foreign administrators, lawyers, auditors and others), in certain cases – provision of services of professional directors