End-to-end support on corporate decisions
We help owners and investors make corporate decisions that hold up over time — and under scrutiny by the regulators. We structure ownership, close M&A transactions, resolve shareholder disputes, and prepare businesses for investment.
Incorporation and registration
We incorporate and register companies, branches, and representative offices of foreign entities, selecting the corporate form best suited to the business model and the tax position.
- legal entities and branches
- representative offices of non-resident entities
- choice of corporate form
Changes within the company
We advise on changes of management and of shareholder composition, and on amendments to the constitutional documents. We draft minutes, resolutions, and revised charters, and complete all filings with the state registrar.
- changes of management and shareholders
- amendments to the constitutional documents
- registration filings
Corporate reorganisations
We act on the reorganisation of legal entities — statutory mergers, acquisitions, and spin-offs, divisions, and conversions. We prepare the transfer and division balance sheets and coordinate with the notaries, the state registrar, and the banks.
- statutory mergers, acquisitions, and spin-offs
- divisions and conversions
- transfer and division balance sheets
Corporate governance
We draft and review the company’s internal documents and convene ordinary and extraordinary shareholders’ meetings. We ensure the procedural integrity of every decision so that it stands up to subsequent challenge.
- internal documents and policies
- shareholders’ meetings
- protection of corporate decisions
Corporate disputes
We act for companies and their owners in shareholder conflicts, in deadlock scenarios, against hostile takeover attempts, and in disputes over corporate control. We combine court representation with parallel civil and, where necessary, criminal tracks.
- shareholder and member disputes
- protection of corporate control
- response to hostile takeover attempts
M&A and due diligence
We carry out legal due diligence on the target, structure share and participation-interest transactions, and prepare SPAs, SHAs, and option agreements. We also act on company exit through voluntary liquidation.
- legal due diligence
- SPAs, SHAs, and option agreements
- company liquidation
Mariia Koshova
Mariia supports businesses across the full cycle of corporate decisions — from company formation and ownership structuring to complex M&A transactions and resolution of corporate disputes. She combines a deep knowledge of Ukrainian corporate law with hands-on experience of cross-border transactions and due diligence for foreign investors.
Four steps to a structured solution
Instruction and briefing
We agree the objectives, the risks, and the constraints of the engagement. An NDA is in place before we review any confidential corporate documents.
Structure analysis
We review the constitutional documents, the registry data, the ultimate beneficial ownership, and the internal policies, and map the corporate risk profile.
Roadmap
We design an action plan covering the registration steps, the notarial and tax workstreams, the regulatory clearances, and the closing timeline.
Execution and defence
We deliver end-to-end: drafting, convening the meetings, registering the changes, and defending those changes against any later challenge.
Why sound structure is cheaper than litigation
Most corporate disputes do not begin in moments of crisis — they are seeded at incorporation, in the allocation of shares, and in the design of the decision-making process. This is how we anticipate them.
Start
Launch
Operations
M&A
What to do, if…
Four recurring corporate situations in which the value of the right early response can be measured as a significant percentage of company value. Expand each item for the recommended sequence.
…a partner wishes to exit the company
- Check the charter and the shareholders’ agreement — they may set the exit procedure, the pre-emptive rights, and the buy-out formula.
- Record the date of the exit notice — the settlement deadlines run from that date.
- Commission a net-asset valuation to determine the correct level of compensation.
- Do not make hasty payment decisions before assessing the tax consequences.
…you are looking to bring in an investor
- Prepare the company for due diligence: close any open tax periods, tidy up the registers, and update the constitutional documents.
- Agree the term sheet before the investor’s lawyers come on board — it saves weeks of negotiation.
- Structure the transaction through an SHA with options, drag-along and tag-along rights, and a defined exit mechanism.
- Provide for escrow and conditions precedent to closing.
…you are buying a company or a share
- Commission legal, financial, and tax due diligence — it pays for itself during price negotiations.
- Check share encumbrances, corporate decisions of the last 3 years, ongoing disputes, and employment risks.
- Provide for seller warranties, indemnities, and liability caps in the SPA.
- Use escrow or deferred payments to cover known risks.
…a dispute among the shareholders is emerging
- Secure all the key documents and access points — registers, seals, online banking, domains, and digital signatures.
- Check the charter for deadlock mechanisms and emergency exit procedures.
- Do not take unilateral decisions without legal review — doing so may strengthen the opponent’s position.
- Consider mediation before filing a claim — it is often faster and cheaper than litigation.
A conversation about your task — directly with the practice lead
Describe the situation — you will receive a clear assessment of the prospects, the list of documents we need to review and an indicative budget. No empty promises.