Our Practice Groups
Our specialist lawyers provide the full range of contentious and non-contentious advice on Software and Services matters, for IT suppliers and customers in the public and private sectors. We specialise in helping clients protect, manage, exploit, enforce and defend their information technology rights. Our expertise covers the entire spectrum of IT and technology law and practise.
Specifically, our clients can benefit from the following:
Government body advice – we can advise a government body on the provision of its data via cloud services and also help with the drafting and negotiation of the necessary contracts with technology providers.
Software provider contracts – we assist software providers with contract negotiations with banks and financial service providers.
EULAs (End User License Agreements) – we help with the assembly of all EULAs including software service agreements, development agreements, support and maintenance agreements, channel partner agreements and managed service agreements.
Secondment Commitment – our IT lawyers work on a secondment basis, essentially acting as ‘virtual in-house solicitors’ for software and technology providers.
Contract disputes – our team can confidently handle contract disputes and litigation, covering the whole spectrum of IT law, specifically regarding non-payment of fees and/or early termination, and also disputes relating to the ownership of intellectual property.
Data protection – we offer professional advice on how to securely protect business data and digitalised information, as well as cloud support.
E-commerce regulations – we can guide you on the best route to take in terms of safely selling your products online.
Banking and Finance Practice Group
We provide advice throughout the Banking and Finance sector including project financing, structured finance for real estate construction, capital markets, financial recovery, restructuring and bankruptcy. Our legal knowledge and experience successfully combines international and Ukrainian elements to provide comprehensive legal support to Ukrainian banks, foreign banks, lenders and/or companies that require external financing.
Our focus is to deliver customized and comprehensive legal solutions designed to address and resolve the complex problems frequently faced by our clients. The extensive experience of our Banking and Finance team is dedicated to enabling stakeholders to facilitate implementation of complex transactions.
Debt service and legal support of credit risk management
Project finance and private finance initiatives
Banking and corporate lending
Mergers & Acquisition Practice Group
We have an excellent track record in developing successful solutions for the merger and acquisition dimensions of complex projects. Our experience provides the depth to identify and evaluate the diverse range of M&A problems that can arise including corporate, financial and tax issues, as well as issues relating to real estate, labor relations and antimonopoly legislation.
Many of the projects on which we have advised are international in nature. We have the proven capability to support complex international transactions involving the acquisition of Ukrainian assets, as well as Ukrainian and foreign asssets. We have extensive M&A experience from both the purchaser side and the vendor side of transactions.
Support of M&A transactions through to complete transfer of management functions to the purchaser
Reorganization of business assets prior to sale in order to optimize the agreement
Due diligence relating to proposed asset acquisition and recommendations designed to minimize potential purchaser risk
Preparation and review of transaction documentation including asset purchase agreements
Reorganization of non-core assets to facilitate disposition or acquisition of the target assets
Design of holding company structures, alliances and consortiums.
Corporate Law Practice Group
Corporate law is one of the main activities of our law firm. The considerable achievements of our specialists in the field of corporate governance have played an important role in shaping the reputation of Sytniuk & Partners as one of the leading law firms in Ukraine. The legal solutions we have developed in the complex area of corporate governance have enabled our clients to improve control over assets, to increase capitalization of the corporate holding structure and to develop enhanced corporate “transparency” to improve the ability of the venture to attract investors.
We provide advice and recommendations on all issues connected with corporate governance including convening and holding of shareholder meetings, changes in share capital, shareholder rights, delineating management responsibility and liability, etc.
Preparation and implementation of shareholder agreements pertaining to management of joint ventures, shares-related transactions, option contracts
Corporate reorganization and restructuring of companies and groups of companies
Resolving corporate disputes and conflicts
Protecting interests of creditors or debtors in bankruptcy proceedings.
We provide a full range of services in the field of corporate taxation (including tax litigation) both in Ukraine and beyond. Our tax lawyers always work closely with specialists from the client`s side.
The diversity of experience of our tax law specialists enables us to provide practical and effective solutions tailored to the individual characteristics and needs of each client taking into account both the legal aspects of the problem and practical means of resolution.
Our services in the field of taxation include:
Structuring foreign investment in Ukrainian companies
Structuring the investment of Ukrainian companies outside Ukraine
Analysing tax implications of contracts
Tax planning and tax risk management
Pre-investment tax audit of Ukrainian companies
Developing asset management structures including the use of trusts and foreign holding companies
Tax optimization of structured financing
Representing clients in negotiations with tax authorities
Litigation Practice and International Arbitration Practice Group
We are well recognized for securing major litigation victories for our clients in Ukrainian courts as well as in international arbitration. Our deep knowledge of Ukrainian law and the latest trends in legislative and judicial practices provides us with a significant advantage as compared to many Ukrainian law firms. Our litigation experience and strength includes effective representation of client interests relating to litigation brought simultaneously in multiple jurisdictions including litigation involving the law of an EU jurisdiction or English common law.
Our litigation practice protects the interests of clients in specialty areas that range from financial markets, to recovery of debts, to corporate disputes, to bankruptcy. Our case-specific approach to dispute resolution has enabled us to secure success for the client even in matters that other law firms have declined to handle. At the same time, our litigation team always maintains the highest level of international professional standards in our representation of clients before the courts of Ukraine.
“Sytniuk & Partners” has also established a very strong position in the field of international commercial arbitration and alternative dispute resolution mechanisms. We are able to provide comprehensive services to client cases involving foreign arbitration.
Having worked on a large number of arbitration cases, we have developed considerable expertise in taking interim measures, preparing legal opinions pertaining to Ukrainian legislation, obtaining evidence within international arbitration proceedings, and the recognition and enforcement of international arbitration awards both in Ukraine and abroad.
Pepresenting client interests in all courts of general jurisdiction, as well as specialized courts of Ukraine
Representing interests of creditors or debtors in bankruptcy proceedings
Developing effective strategies for debt collection or enforcement of a judgment
Securing enforcement, in Ukraine, of judgments of foreign courts and international tribunals
Advising regarding adoption of appropriate interim judicial measures
Advising on arbitration clauses, on conflict of laws, and use in Ukraine of the substantive law of foreign countries
Representing clients in international arbitration proceedings irrespective of location and jurisdiction
Obtaining interim measures before or during the proceedings in an international arbitration
Securing recognition and enforcement in Ukraine and abroad of judgments of international commercial arbitration courts.
Thorough Due Diligence is an extremely important aspect before committing significant funds to an investment in Ukraine. Our Due Diligence Practice Group has the depth and experience to provide the investor with a thorough audit of the target company in order to assess the potential risks relating to acquiring, or investing in, the business.
The main elements of Due Diligence are analysis of the target company’s financial statements, examining its tax filings and general legal due diligence. Analysis of the company’s financial statements permits an assessment of the company’s ability to function, on a profitable basis, for the future owner. This Due Diligence is undertaken through inspection of accounting documents, inspections to identify potentially hidden liabilities and inspections relating to corporate assets, debt history etc. Examination of tax filings assists to determine accuracy of reporting for tax purposes, identification of outstanding tax liabilities, and potential for future demands by tax authorities.
General Due Diligence assists to establish the target company’s compliance with commercial, civil and labour laws, identification of specific contracts which could lead to hidden transfer of assets, review and analysis of the foundation documents of the company including evaluation of the balance of interests between shareholders and management, as well as the legal status of corporate assets including intellectual property rights, etc.
A Due Diligence report is prepared based on our audit of the target company. This report summarizes the current state of the company and identifies potential risks and/or concerns that may be faced by the investor. The report also summarizes the tax position of the company including issues such as possible tax evasion through the use of fictitious legal entities or schemes such as fictitious asset transfer agreements, payroll schemes, etc.
The Due Diligence Report together with analysis of the financial status of the company increases the client’s insight into the investment attractiveness of the target company.
Investment and Business Projects
“Sytniuk & Partners” has a sophisticated understanding of the Ukrainian business environment and a thorough understanding of the specifics of doing business in various sectors of the economy of Ukraine. This enables “Sytniuk & Partners” to provide foreign parties that are planning to start business in Ukraine with comprehensive legal and tax advice to enable successful implementation of investment projects, as well as business expansion of existing investment projects.
We assist our clients to manage effectively financial, corporate and tax issues, as well as issues associated with interacting with state regulatory and supervisory authorities. We support our clients at all stages of their investment – from assessment of opportunities, risks and prospects through to comprehensive support of their investment activity – to assist our clients to maximize the potential of their investment in the Ukrainian market.
Developing investment strategies based on the peculiarities of a particular business or business sector
Negotiations with representatives of governmental authorities at all levels
Structuring of joint ventures and holding companies
Preparing documentation relating to the management of corporate assets
Legal guidance relating to investment projects through to completion
Resolving investment-related disputes and conflicts.
“Sytniuk & Partners” capability of supporting capital markets transactions – both within and outside Ukraine – is highly regarded. Our expertise focusses on protecting the interests of foreign and Ukrainian issuers in respect of debt and/or equity transactions. We provide specialized advice regarding purchase and sale of securities, registration of securities (stocks, bonds, investment certificates), analysis of security issuer activities, as well as representing clients before government bodies that regulate securities markets.
IPO by Ukrainian issuers
Private placement of securities
Corporate restructuring prior to a private placement
Tax planning and related legal expertise for attracting capital – both equity and debt.
Real Estate & Construction Practice Group
The resources and experience that have been accumulated over many years by our legal team provide a solid foundation that ensures each client receives the highest quality of legal guidance in the areas of commercial and industrial real estate.
In the real estate and construction sector, one of our specialized techniques is the conduct of a comprehensive legal audit – legal due diligence of development projects (L3DP). This enables us to identify and minimize project risks. L3DP involves analysis of legal title, analysis of the proposed operation and management procedures of the real estate project, as well as identifying means to enable contractors to participate in the project.
Acquisition and sale of assets (single assets as complex projects)
Interim project financing
Structuring and support “greenfield” and “brownfield” projects
Resolution of unusual land relationships
Structuring and implementation of complex contracts involving real estate construction.
Antimonopoly and Competition Law
The lawyers of this Practice Group have extensive practical experience with Ukrainian Legislation that applies to antimonopoly and competition laws, as well as in depth understanding of the principles that apply internationally.
Utilizing our domestic and international experiences, we are able to develop effective structures to meet the requirements of Ukraine’s antimonopoly legislation. Our insight into the manner in which Ukraine’s antimonopoly legislation functions enables us to identify and offer recommendations to eliminate defects in proposed or existing contractual arrangements. We have a demonstrated and proven track record in representing the interests of foreign and Ukrainian companies before Ukrainian antimonopoly authorities.
Advice on issues related to the prohibition of abuse of dominant position and agreements concerning activities that could restrict competition
Representing clients in disputes with antimonopoly authorities and competitors, suppliers and buyers of goods
Representing clients before antimonopoly authorities in connection with acquisitions that increase concentration of market position
Performing legal audit regarding compliance with Ukrainian antimonopoly and competition legislation.