We provide M&A legal support services such as supporting the deals of acquisition or sale of shares/parts belonging to legal entities and individuals; corporate restructuring of businesses.
What we do?
- negotiation and drafting of primary and ancillary transaction documents;
- developing appropriate legal structure of a company (or group of companies) for investors;
- preparation of all necessary documentation;
- support for all legal procedures necessary for transactions to be fulfilled;
- due diligence (if needed).
What you need to know about business or asset acquisition in Ukraine?
Business acquisition always has some risks in any country. And it is not secret that purchase of assets in Ukraine has some specificity. One of the main part of the whole process of due diligence is a legal checkup of business. Future owner of the company shall be well-informed even about potential uncertainty of juridical status of assets. Here we would like to inform you about important points of business audit in Ukraine.
- The real basis are always a property rights. No matter what it is, a real estate, intellectual property, shares or other assets. Ukrainian legislation is not a perfect one. So acquiring an asset to avoid risk you need to know even how this asset was gained by current owner. Also consider that the land may be in leased from the state of Ukraine. Must have to check the lease contract itself, prolongation procedure and payments. Consider that general laches term in Ukraine is 3 years, so usually all transactions for such period are to be checked.
- Other very important part of evaluation of risks is the analysis of available permissions or licenses. It is especially decisive when a license or permission is one of fundamental basis of business, for example in mining industry. So it is must have not just to know that a company has needed documents, but also how those permissions were obtained and on what ground.
- Debts is also very and very extensive part of business. First you need to know whether there are some debts to state authorities, like State Fiscal (tax) service, Pension fund, license fee payments etc. Such information can be also requested from appropriate state bodies. If possible, it would be better to obtain documents from each state authority, confirming zero debts. Salary debts (not a rare thing in Ukraine) is necessary to audit as it may cause financial sanctions and penalties if there are some.
- Other necessary part to be checked are litigations. Because lawsuit itself shall not be a reason to refuse investment if the business is worth to buy. Most middle and big companies in Ukraine do have some disputes. There is nothing to be afraid of. But you need to be well-informed about potential risks of current litigation.
Needed actions before M&A
First question is «Who is going to make an investment»? First we need to be absolutely sure that there are no restrictions for purchaser to make an acquisition. Most restrictions for M&A refer to competition law regulations. So to avoid a situation when the business and a price for it is OK, but you can not buy it, we advise to make needed checkup before. Also consider that some assets can not be purchased because of subjective juridical reasons, such as sanctions against individuals, companies and owners from certain countries etc.
The second is preliminary agreement. This contract usualy includes the right to conduct due diligence and checkup of the company (or other asset), terms and conditions, responsibility. Preliminary contract can also include the price for the asset and all needed details of acquisition process.
The third is how to get funds to Ukraine. It is not a difficult process but it takes some time. You need to open an investment account or register a company in Ukraine (in the case if acquisition is made via LLC). In the case if it is an individual citizen to buy an asset, tax id is required. It is also possible to invest in Ukraine via joint venture agreement.
We have considerable experience in legal support of business acquisition or sale and due diligence in Ukraine. Maybe 2018 is the best time to acquire property or assets in Ukraine. See more about economy of Ukraine on World Bank website.