Syutkin and Partners law firm, Kiev, Ukraine Success stories

SYUTKINAND PARTNERSFIRM OF ATTORNEY
Law Firm, Kiev,Ukraine
Success stories
Kyiv, Ukraine

Syutkin and partners Law Firm, Ukraine, Kiev
www.siutkin.com
Anti-raider acts/Securitization of assets
• This areaoflegal defenceis themostactualofall practicesbecausein Ukraine themain assetsof
every businessarethe real estateobjects.
• Duringthe last4-5yearsunlawfulseizures ofrealestate havebecome morefrequent,orso called
raiderseizures.Also, the unstablepoliticalsituationin thecountryandfrequentpowershiftsare
reflectedin the“re-privatizationprocesses”.
• This meansthatafteranotherpowershift,theprosecuting bodiesandotherstateauthoritiesinitiate
the returnofprivatizedrealestatetothestateormunicipal property.Atthe sametime, thereturnof
investments which thegovernment received fromthe businessentityis quiteproblematic(since
the fundshavealreadybeen spent, forexample,forgas supplytoa village, andthe chancesthe
fundsrecoveryfromthe stateorlocal budgetsarevery poor).
www.siutkin.com office@siutkin.com

The main issues,
with which our clients come to us and which are the most
problematic for businesses in this area are:
1Invalidatethe decisionof localauthoritiesand/ orpublicauthoritiesonthe
privatizationorsaleandpurchaseof realestate
2Invalidationof salescontractsof realestatejudicially
3Prolongationof landleaseagreementsforagriculturalpurposes
4 Terminationof realestateleaseagreementsjudicially
5Registrationof titleto objectsunderconstructionand / or theobjectis not
put intooperation
6Raider/unlawfulseizuresof real estateby thirdparties,securitizationof
assetsinsuchseizures

The main issues,
7Securitizationofassetsacquiredfrom stateor localauthorities
8Securitizationof real estateassetslocated in theterritory of theAutonomousRepublic
of Crimea
9Gettinganobjectivealternativelegalopiniononthe possibilityofacquiring
realestate,conductingDue Diligencetransaction,identifyingallpossible
legalrisks of thetransaction,the developmentof schemesto minimizethe
legalrisks

Successfulcases
-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.

Successfulcases
-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.

Successfulcases
-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.

Themainissues, withwhich our clientscome tous andwhichare themost
problematicfor businesses in this areaare:
1 Protectionof therightsof shareholders /members againstunlawful actions by
other members / company managers
2 Minimizationofmembers’/ shareholders’risksrelatedtopotential actions by
other members / shareholders and/ or thirdparties
3 Liabilityofthe company’s directorforthe damage caused tothe company,
minimizationofthe risks of thecompany (assets) throughcreationofthe
corporatestructure ofthe company withoptimal powers of the company’s
directorand control overhis 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
• Nonresidentcompanywasleadeda successful businesson theterritoryofUkraine.Wasthe
majorityownerof thecorporaterights.
• A problem
• A companyhasenteredintoasmall courtconflicton theterritoryofUkraineand the general power
ofattorneyhasissued to theChairmanof societyin whichtherewasa point(deliberately
prescribedbyUkrainianpartners)aboutproviding tothe lastthe righttoconductofgeneral
meetings ofsocietyandaccepton behalffromthe participants,any decisions.Chairmanofthe
societyhasconspiredwith directorsoftheCompany,andtheyheld ageneral meeting of
participants- anddecided toliquidatethecompany.Theforeign investor foundoutthathis
companyis underliquidationbyaccident,hasreferredto ourcompanyforlegal 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 chairmanof 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. Ourrecommendation: 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

Themain issues,
with which ourclients come to us and which arethe most problematic for
businessesin this area are
1 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 company
We 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 problem
Legal 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.

Solution
Our 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,ourclientsappealforourhelp atsuchstageofjudicialproceedings,whichmaybe metaphoricallydescribedas“thepatient is
soonerdead thanalive”,whenotherlegalcompaniesdeliveredtheirverdictthatitisimpossibletowinthiscase,orthat the onlyoptionin
yourcasewould beappealingto the EuropeanCourt onHuman Rights.
At thisstage,itisverydifficultto workonthe case,sincea wholenumberoflegalcompanieshavealready“worked”onit, and weareforced
todevelopanefficient strategyonthe case“resuscitation”innotime.In most cases,we“resuscitate”cases,but thereare caseswhichare
impossibleto “resuscitate”,of whichwehonestlytellthe clientbeforewestartworking.It ismuch easierfor usandthe clientto start
cooperationat the initialstage,at leastat thestageofcaseconsiderationinthefirstinstance.
Thiswillsaveourclientfinancialexpenses(sincewespendtime onlyondevelopingastrategybut noton eliminationofmistakesinjudicial
defencethat havebeenalreadymade), andwe willbeable to reachthedesiredresultwithinthe shortestpossibleterms.
LITIGATION

Themain issues,
• 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.

Thisareaof legaldefenseisthe mosttopicalof allpracticesinthe realitiesof today’sbusiness.Currently,verycommonisthe practicewhen
the Tax Serviceauthorities,immediatelyaftertheirinspectionsand priortothe accrualoftax amounts,forwardinformation abouta
company’sdirectorto thelaw enforcementbodiesinorderto initiatecriminalproceedingsfortax default.
Criminalproceedingsmay beinitiated onan actualbasisaswellaswith respectto officials(directorand chiefaccountant)ofthe inspected
company.Also,criminalproceedingsmaybeinitiated not againstthe inspectedcompanyitselfbutagainstits counteragent.And thisbeing
the case,itbecomesverydifficult forthe companyto appealtheaccruedamount(tax assessmentnotice),oritmayevenconstitutegrounds
forthe courttosustainthe accruedtaxamount byreferringtothe criminalproceedings.Andthat’s a viciouscircle.Therefore,itisvery
importantto havethe rightlegalsupportina criminalprocedurestartingfromtheveryfirstinterrogationorevenfromsummonsto
interrogationofalawyer.
DEFENCE
IN CRIMINAL PROCEDURE

Themain issues,
• 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 company
We were approached by a client - a large foreign company.
A problem
In 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.
Solution
After 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)

Themain 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 company
A 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 problem
Ukrainian 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.

Solution
During 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, Kiev
office@siutkin.com
www.siutkin.com

Syutkin and Partners law firm, Kiev, Ukraine Success stories

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