syutkin and partners law firm, kiev, ukraine success stories

SYUTKIN AND PARTNERS FIRM OF ATTORNEY

Law Firm, Kiev, Ukraine

Success stories

Kyiv, Ukraine

Syutkin and partners Law Firm, Ukraine, Kievwww.siutkin.com

Anti-raider acts/Securitization of assets

• This area of legal defence is the most actual of all practices because in Ukraine the main assets of every business are the real estate objects.

• During the last 4-5 years unlawful seizures of real estate have become more frequent, or so called raider seizures. Also, the unstable political situation in the country and frequent power shifts are reflected in the “re-privatization processes”.

• This means that after another power shift, the prosecuting bodies and other state authorities initiate the return of privatized real estate to the state or municipal property. At the same time, the return of investments which the government received from the business entity is quite problematic (since the funds have already been spent, for example, for gas supply to a village, and the chances the funds recovery from the state or local budgets are very poor).

Syutkin and partners Law Firm, Ukraine, Kievwww.siutkin.com [email protected]

The main issues, with which our clients come to us and

which are the most problematic for businesses in this area are:

1 Invalidate the decision of local authorities

and / or public authorities on the privatization or sale and purchase of real estate

2 Invalidation of sales contracts of real estate

judicially

3 Prolongation of land lease agreements for

agricultural purposes

4 Termination of real estate lease

agreements judicially

5 Registration of title to objects under

construction and / or the object is not put into operation

6 Raider/unlawful seizures of real estate by

third parties, securitization of assets in such seizures


The main issues, with which our clients come to us and

which are the most problematic for businesses in this area are:

7 Securitization of assets acquired from

state or local authorities

8 Securitization of real estate assets located in the

territory of the Autonomous Republic of Crimea

9 Getting an objective alternative legal

opinion on the possibility of acquiring real estate, conducting Due Diligence transaction, identifying all possible legal risks of the transaction, the development of schemes to minimize the legal risks


Successful cases-1-

We were approached by a client who wants to assert their rights to the land on which he had placed a large property.

The client is in constant litigation with government agencies, procuratorial authorities, third parties. Our client would like to receive: a legal opinion about the prospect of litigation begun by him (he had such processes over 20, that walked over the last 5 years) and for getting the legal plan (scheme) of his follow-up, in order to obtain the final decision about recognition of an ownership of the land.

After studying the decisions of the courts and assessed the litigations in which was arrived at that time our client, we came to the conclusion that all the judicial measures were taken by the client were unpromising. Such actions can not lead the client to consolidate the last for land ownership rights. We have developed for our clients a legal scheme that included only one trial (instead of 20) and that, afterwards, brought to the client a guaranteed result and has fixed its rights to the land. Syutkin and partners Law Firm, Ukraine, Kiev

www.siutkin.com [email protected]

Successful cases-2-

We were approached by a client who wants to assert their rights to the land on which he had placed a large property.

The client is in constant litigation with government agencies, procuratorial authorities, third parties. Our client would like to receive: a legal opinion about the prospect of litigation begun by him (he had such processes over 20, that walked over the last 5 years) and for getting the legal plan (scheme) of his follow-up, in order to obtain the final decision about recognition of an ownership of the land.


Successful cases-2-

This case was successfully won by us in the trial, after which the client has decided to carry out additional measures of assessing securitization. As a result of "legal purity" of the land plot will allow customers to attract foreign partners and successfully complete Due Diligence, and hotel built on the once disputed plot of land transferred to the management of one of the major hotel chains. The hotel is operating and makes a profit to the present day.


CORPORATE LAW

• This law practice is highly popular due to the fact that the protection of corporate interest provides the basis for successful operation of business in any country of the world.

• Corporate protection has become quite popular in Ukraine over the past 8-10 years, as "corporate wars" remain quite a "popular" way to re-divide business not only in our country, but also all around the world, while total or partial loss of corporate interest might become a potential cause or prerequisite for loss of business as a whole.


CORPORATE LAW

This law practice is highly popular due to the fact that the protection of corporate interest provides the basis for successful operation of business in any country of the world.

Corporate protection has become quite popular in Ukraine over the past 8-10 years, as "corporate wars" remain quite a "popular" way to re-divide business not only in our country, but also all around the world, while total or partial loss of corporate interest might become a potential cause or prerequisite for loss of business as a whole.


The main issues, with which our clients come to us and which are the most problematic for businesses in this area are:

1 Protection of the rights of shareholders / members against unlawful actions by other members / company managers

2 Minimization of members’ / shareholders’ risks related to potential actions by other members / shareholders and / or third parties

3 Liability of the company’s director for the damage caused to the company, minimization of the risks of the company (assets) through creation of the corporate structure of the company with optimal powers of the company’s director and control over his activities


• 4 Raider attacks / illegal takeovers of corporate rights by other company members, securitization of corporate interest / company’s assets in the course of such takeovers

• 5 Holding of the general meetings of members / shareholders where there is a corporate conflict between the members / shareholders of the company

• 6 Litigations between members / shareholders of the company, including those related to expulsion of a member from members of the company, recognition of agreements on purchase and sale of shares in the authorized capital as invalid

• 7 Corporate conflicts, including court disputes related to recognition of general meetings of members / shareholders as incompetent, and setting aside of the minutes of the general meetings of members / shareholders

• 8 Corporate conflicts related to division of marital property, minimization of the risks of loss of corporate rights in the course of division of marital property (if corporate rights are owned by an individual)

• 9 Enforcement of court decisions


• A company• Nonresident company was leaded a successful business on the

territory of Ukraine. Was the majority owner of the corporate rights.

• A problem• A company has entered into a small court conflict on the territory

of Ukraine and the general power of attorney has issued to the Chairman of society in which there was a point (deliberately prescribed by Ukrainian partners) about providing to the last the right to conduct of general meetings of society and accept on behalf from the participants, any decisions.Chairman of the society has conspired with directors of the Company, and they held a general meeting of participants - and decided to liquidate the company. The foreign investor found out that his company is under liquidation by accident, has referred to our company for legal advice.


• Solution• We have stopped the process of liquidation of the company, and

even saved the part of the property of the company. But as all statutory documents and printings of the company were located at the former director, the latter managed jointly with the chairman of the company, "generate debts of an enterprise" and transfer all the expensive equipment of the new company, which was established by him and former Chairman of the society. One legal error of a foreign investor, who worked on "confidence" cost him the loss of a profitable business on the territory of Ukraine and the loss of half of the assets that he was bringing into the territory of Ukraine. Our recommendation: the development of legal protection scheme assets and of the corporate rights at the stage of creating a business, the implementation of such a scheme - is a prerequisite for successful business, preservation of property companies and obtain a stable income.


This practice focuses on legal assistance / services to businesses in the event of charge of additional tax liabilities and application of fines (penalties) by tax authorities. The protection of rights and interests of taxpayers in disputes with tax authorities of all levels, in courts of all levels and in law enforcement agencies is the most sensitive issue for businesses in this law practice.

We draw the attention of representatives of businesses to the fact that "innocent-at-first-sight" protocols on administrative violations may provide the basis for the respective body to transfer the case to the prosecutor and to instigate prosecution with respect to the officers of the company.


TAXATION

The main issues, with which our clients come to us and which are the most problematic for businesses in

this area are1 Ongoing support to financial and business activities of the taxpayer, timely

diagnostics of the first "disease symptoms" and prevention of tax risks in business operations(transactions)

2 Analysis of primary documents of the taxpayer, court appeals against the actions (or omissions) and decisions of tax authorities, formation of a legal stand and evidentiary basis

3 Legal support in the course of tax inspections starting from the moment of receipt of the notice from the tax authority through the moment of receipt of the inspection certificate and / or decision from the tax authority

4 Litigations related to appeals against actions (or omissions) of tax authorities 5 Litigations related to appeals against tax notices and decisions on the

amount of financial liabilities of a taxpayer 6 Litigations related to appeals against decisions on seizure of the taxpayer's

property


• 7 Appeals against refusal by the STS to accept a tax declaration • 8 Litigations related to appeals against decisions to terminate

registration of a VAT payer • 9 Litigations related to appeals against orders to initiate

inspections • 10 Appeals against written tax advice • 11 Legal support in the proceedings of obtaining VAT refund

from the budget starting from the date of tax inspection and through the moment of de facto reimbursement of the declared amount

• 12 Litigations related to administrative offences (protocols in respect of officials)


Successful cases A companyWe were approached by a large foreign company which over the previous 8

years had been constantly involved in litigations with tax authorities on additional corporate profit tax, value added tax, and decrease of gross expenses of the company.

A problemLegal advisers rendering legal services to the client before us predicted a

positive court decision for that client only in the "European Court of Human Rights." The outcome of those litigations was crucial for our client to decide on whether to continue doing business in Ukraine or to close it, as the aggregate amount of all the claims was almost equal to the value of all assets of the company. The client briefed us to develop the respective plan and minimize legal risks in the shortest possible terms.


SolutionOur company tackled the task with a comprehensive approach.

We started off with an active work on criminal cases against the company’s senior officers, which resulted in a change of the position in the litigations. We also developed a sustained legal stand which changed the vector of further court hearings. As a result of our comprehensive approach, our client not only succeeded in the litigations and closed the criminal proceedings (with respect to senior officers of the company), but also received VAT refund which it had tried to collect for more than 8 years: to be further used for successful development of business and new projects in Ukraine.


Mostly, our clients appeal for our help at such stage of judicial proceedings, which may be metaphorically described as “the patient is sooner dead than alive”,when

other legal companies delivered their verdict that it is impossible to win this case, or that the only option in your case would be appealing to the European Court on

Human Rights.

At this stage, it is very difficult to work on the case, since a whole number of legal companies have already “worked” on it, and we are forced to develop an efficient strategy on the case “resuscitation” in no time. In most cases, we “resuscitate” cases, but there are cases which are impossible to “resuscitate”, of which we

honestly tell the client before we start working.It is much easier for us and the client to start cooperation at the initial stage, at least at the stage of case consideration in

the first instance.

This will save our client financial expenses (since we spend time only on developing a strategy but not on eliminationof mistakes in judicial defence that have been

already made), and we will be able to reach the desired result within the shortest possible terms.


LITIGATION


this area are

• The main issues, with which our clients come to us and which are the most problematic for businesses in this area are:

• 1 udicial disputes on annulment of decisions of state and/or local authorities regarding privatization or purchase-sale of real estate items

• 2 Judicial disputes regarding termination of title to real estate, demolition of buildings and constructions

• 3 Judicial disputes on annulment ofreal estate purchase-sale agreements


• 4 Judicial disputes regarding renewal of land lease agreements • 5 Judicial disputes regarding termination of real estate lease agreements • 6 Judicial disputes between the company’s members/shareholders,

including with regard to exclusion from the number of the company’s members, annulment of agreements on purchase-sale of a participatory interest in the authorized fund

• 7 Judicial disputes on annulment of general meetings of members/shareholders and minutes of such meetings

• 8 Judicial disputes regarding termination of corporate rights purchase-sale contracts, annulment of corporate rights purchase-sale contracts

• 9 Judicial disputes on charging penalties due to a party’s improper fulfilment of its obligations under corporate rights purchase-sale contracts


• 10 Judicial disputes regarding the appeal of actins (omissions) and tax notifications-decisions on determination of amounts of taxpayers’ financial obligations

• 11 Judicial disputes regarding the appeal of resolution on a taxpayer’s property attachment

• 12 Judicial disputes regarding the appeal of refusal of the State Tax Service authority to accept a tax return

• 13 Judicial disputes regarding the appeal of decisions on annulment of VAT payer registration

• 14 Judicial disputes regarding the appeal of inspection orders


• Successful cases • A company• We were approached by a client who wanted to assert his rights to the land on which he had

placed a large real estate.• A problem• The client was in constant litigations with government agencies, procuratorial authorities, with

third parties. Our client wanted to get a legal opinion about the prospect of lawsuits initiated by them (there were more than 20 processes that were going on for the past 5 years) and for legal plan (scheme) of its follow-up, in order to obtain the final decision for recognition of property rights on the ground.

• Solution• After the examining the results of the customer of court decisions and assessing of the

litigations, in which was at the time our client, we have come to the conclusion that all the judicial measures taken by the client were unpromising and made our client and his actions of their legal advisers can not lead to the consolidation of the client for the last rule ownership of the land. We have developed for our clients the legal scheme that included only one litigation (instead of 20) and who later brought the client guaranteed results and secured his rights to the land.


This area of legal defense is the most topical of all practices in the realities of today’s business. Currently, very common is the practice when the Tax Service authorities, immediately after their inspections and prior to the accrual of tax

amounts, forward information about a company’s director to the law enforcement bodies in order to initiate criminal proceedings for tax default.

Criminal proceedings may be initiated on an actual basis as well as with respect to officials (director and chief accountant) of the inspected company. Also, criminal

proceedings may be initiated not against the inspected company itself but against its counteragent. And this being the case, it becomes very difficult for the company to appeal the accrued amount (tax assessment notice), or it may even constitute

grounds for the court to sustain the accrued tax amount by referring to the criminal proceedings. And that’s a vicious circle. Therefore, it is very important to have the right legal support in a criminal procedure starting from the very first interrogation

or even from summons to interrogation of a lawyer.


DEFENCEIN CRIMINAL PROCEDURE


this area are• The main issues,

with which our clients come to us and which are the most problematic for businesses in this area are:

• 1 Providing legal assistance–attorney’s services during interrogations of law enforcement authorities in the area of white-collar crime

• 2 Providing legal support to business entities starting from receiving requests from thelaw enforcement authorities on providing information and their documental confirmation and up to turnkey termination of the white-collar crime case

• 3 Judicial disputes regarding the appeal of actions (omissions) of law enforcement authorities of all levels.

• 4 Judicial disputes regarding the appeal of decisions of law enforcement authorities of all levels


Successful cases A companyWe were approached by a client - a large foreign company.A problemIn relation to heads of the company in last 5 years were constantly initiated the criminal

proceedings on the basis of information on the results of tax audits and the amounts of additional taxes and fees.

SolutionAfter conducting the legal analysis of the situation we were given to our client the

conclusion that all criminal cases have arisen and continue to be at our client in connection with a purely legal omissions. After the legal work, we found is sufficient legal basis for the closure of criminal cases. The result has already initiated criminal proceedings against heads of the company were closed, and in cases which were only at the stage of preliminary investigation (with the participation of our lawyers during interrogations and in the preparation of of procedural documents), by law enforcement agencies have been taken the decisions not to initiate criminal proceedings.



М&A(MERGER AND ACQUISITION)


this area are• The main issues,

with which our clients come to us and which are the most problematic for businesses in this area are:

• 1 Obtaining an impartial alternative legal opinion about the possibility of acquiring corporate rights, conducting a Due Diligence transaction, detecting all the possible“weak points” of the transaction as well as legal risks, development of legal risk minimization schemes

• 2 Support of transactions on purchase-sale of corporate rights, risks minimization in the process of conducting transactions on purchase-sale of corporate rights

• 3 Obtaining a merger clearance from the Antimonopoly Committee of Ukraine • 4 Protection of the client’s interests during the investigations by the Antimonopoly

Committee of Ukraine, including in case of monopoly abuse • 5 Judicial disputes regarding termination of corporate rights purchase-sale contracts,

annulment of corporate rights purchase-sale contracts • 6 Judicial disputes on charging penalties due to a party’s improper fulfilment of its

obligations under corporate rights purchase-sale contracts. • 7 Enforcement of judgments


A companyA foreign investor have turned to us for the purpose of conducting

Due Diligence by Ukrainian company, and get a detailed legal opinion on the possible legal risks of future transactions.

A problemUkrainian company had planned to be acquired by a foreign

investor for the purpose of conducting agricultural business. A company was declared that she owns of production assets, elevators and processes on loan considerable array of agricultural land. Also investor has been declared that the land is at the Ukrainian company in the long-term lease - more than 10 years.


SolutionDuring the conducting of Due Diligence we were qualified the transaction - with a

high level of risk and we would not recommend to our clients to implement a contract of sale of the corporate rights without taking special measures to minimize legal risks. We, at the request of the client, developed to step by step the scheme to minimize the risks, moreover, the procedure of minimization risks should be carried out by Ukrainian company after signing the preliminary contract, but before the conclusion of the main contract of sale of the corporate rights. In addition, the foreign investor is forced to conclude a contract of sale of the corporate rights only after the specific actions by Ukrainian company aimed at minimizing the risk of loss of foreign investor "land bank"and real estate. As a result, the parties entered into a contract of sale of the corporate rights. The Ukrainian side has received the amount you claimed and a foreign investor legally "clean" assets in the form of real estate and rights to use the land. Foreign investor still leads in Ukraine successful agricultural business.


Syutkin and partners Law Firm Lawyer services Ukraine, [email protected]