Mere closing is not enough. It has to be on the best possible terms for the Client
Words ‘result oriented’ have a very specific meaning in Mergers and Acquisitions. M&A lawyers must close the deal and ensure that it is in the best interests of the Client. This is precisely what we do at Marchenko Partners.
We help our Clients grasp and maximize opportunities as well as eliminate critical risks. In trying to be a true partner to the Client, we do not only take on responsibility for legal aspects of the transaction, but we also assist in solving relevant commercial, financial and technical issues.
- We acted for Dubai-based DP World on one of the largest Ukrainian M&A deals in 2020 – an acquisition of a controlling stake in TIS Container Terminal. This acquisition expanded DP World’s operations and gave it the potential to offer a unique Black Sea product by linking its terminals in Constanta and Yarimca with TIS Container Terminal using its Unifeeder network.
- We represented EnergoGroup in connection with an over US$700 million sale of the largest coking coal business in Ukraine (comprised of Colliery Group Pokrovske, Concentrating Factory Sviato-Varvarynska, Donetsksteel — Iron and Steel Works, and several other companies) to a group of buyers including Metinvest B.V. The deal helped EnergoGroup restructure its business and redirect the group’s resources after loss of control over its steel and coking plants in the occupied Donbas.
- We advised the shareholders of Ecosoft, a major Ukrainian manufacturer and distributor of water purification equipment, on a sale of the business to Austria-based BWT Aktiengesellschaft. The deal granted Ecosoft access to 82 new markets where BWT holds leading positions as well as gave Ecosoft the potential to expand its production facilities.
- We acted for the global leader in building materials LafargeHolcim Group on a multi-million US$ sale of Technobud Group. Technobud Group is a Ukrainian construction material business developing granite and sand gravel deposits and processing the extracted raw materials into aggregates, crushed rock fines, road mixes and construction sand for industrial and housing construction.
DP World, Ecosoft Group, EnergoGroup, Holcim Group, Klimasan, Morgan Furniture, NBT, Phase One Karma, Subway
- We cover all aspects of acquisition/disposal transactions, including corporate, tax, antitrust, intellectual property, contractual, regulatory and employment matters. Our team is well-equipped to handle sophisticated deals starting with strategic planning and pre-transaction restructuring up to the post-completion matters concerning escrow settlement, integration of the target company into the buyer’s group, and seller’s post-closing obligations.
- When working on the buy-side, we concentrate on detecting and addressing (e.g., through the seller’s warranties and indemnities, or by way of a purchase price adjustment) major risks associated with the target company, obtaining the required regulatory approvals, guaranteed transfer to the Client of uncontentious title to the shares, and post-completion obligations of the seller (such as non-disclosure, non-compete and non-solicitation).
- While acting for the seller, our focus is on the pre-transaction restructuring, completeness and accurateness of the disclosure letter, proper functioning of the escrow and earn-out mechanisms (if any), safe and prompt receipt of the purchase price, and fair and reasonable limitations of the seller’s liability under warranties and indemnities.
- JV is an intricate mechanism. Its proper operation hinges upon a delicate and fair balance of the partners’ interests, commitments and entitlements. We help the Clients perceive, negotiate, document (in shareholders agreements) and reach such a balance. We ensure that the joint venture framework corresponds to our Clients’ interests and needs without putting the opposite parties in an unfairly disadvantageous position that could jeopardize the partnership.
- Corporate governance, share transfers, pre-emptive rights, and deadlock situations – these are a few examples of the key issues requiring a close attention on joint venture deals. And while it is impossible to plan for every eventuality, our shareholders agreements cover most of the possible situations and scenarios that the JV partners may encounter. This creates transparency and fair play rules that serve a solid foundation for long-term partnership and successful business.
- Corporate restructuring could be driven by a plethora of factors ranging from security of business, tax optimization, and investment protection to bankability, substance, and proximity to customers. And there is a variety of methods and tools how these aims can be reached including change of legal form, redomicile, merger, spin-off, and setting up a vertical holding.
- We help our Clients identify and set up company structures that would best suit their business needs. We work closely with the Clients’ internal teams throughout the whole restructuring process and ensure that all essential concerns are well taken into account.
The Legal 500 EMEA 2021 recommends
Marchenko Partners in Commercial,
Corporate and M&A
The IFLR1000 2021 recommends
Marchenko Partners in M&A
Who’s Who Legal 2021 recommends
Roman Shulyar in M&A
Ukrainian Law Firms 2021
recognizes Marchenko Partners in
Corporate and M&A
“Ukrainian Law Firms 2021.
A Handbook for Foreign Clients”
recommends Roman Shulyar
as a notable practitioner in
Corporate and M&A
The IFLR1000 2020 recommends
Roman Shulyar in M&A
as “a highly regarded lawyer”
Who’s Who Legal 2020 recommends
Roman Shulyar in M&A
“Ukrainian Law Firms 2020. A Handbook for Foreign
Clients” recommends Roman Shulyar
as a notable practitioner in Corporate and M&A
The Legal 500 EMEA 2019 recommends
Roman Shulyar in Commercial and M&A
The IFLR1000 2019 recommends
Roman Shulyar in M&A
as “a highly regarded lawyer”
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