Expertise

AREAS OF PRACTICE

Mazur Ivanusa, LLC is a full service law firm, focusing in particular on corporate law, M&A, banking & finance, international tax, real estate and commercial disputes.  We combine technical excellence of our services with commercial awareness and a constructive approach to business issues.  The Firm is completely committed to achieving our client’s targets and has an outstanding record in helping close their transactions on time.

The firm is an active advocate of structural changes and improvement of the legal environment for doing business in Ukraine

Mazur Ivanusa, LLC is highly specialised in complex corporate and financial deals. The Firm's highly reputable tax practice has all the technical skills and experience to manage and resolve tax issues arising out of the business and transactional activities of the Firm's clients operating in Ukraine.

The Firm provides corporate, finance, dispute resolution and tax solutions to a wide range of clients internationally who are doing business in virtually every industry sector.

We have established and maintain close relationships with a number of top-tier international law firms in all major foreign jurisdictions to lead and provide advice on foreign law issues arising in the context of any particular cross-border transaction.  Through this close cooperation our Firm has a distinctive ability to draw upon the legal and intellectual resources and experience of not only its lawyers but also upon the knowledge and experience of the law firms situated in any relevant foreign jurisdiction.

We have developed and introduced transparent, flexible and competitive pricing and cost control models in order to ensure that our clients receive high-quality services faster and at a more competitive price.  We are well recognised by key market participants for our extensive exposure and for our hands-on work on the most complex and sophisticated transactions performed on the Ukrainian market.

Key Areas of Practice

We are one of reputable practices for competition and antitrust matters.  We possess extensive experience in all matters relating to sector regulation including matters relating to abuse of dominance, concerted/restricted practices, unfair competition and merger control.  Our attorneys regularly approach Antimonopoly Committee of Ukraine in connection with obtaining merger clearances or assist clients in connection with competition litigation. Our services cover all aspects of competition law and compliance, including:
  • Advising and legal opinions;
  • Due-diligence;
  • Merger control approvals;
  • Anti-competitive concerted/restrictive practices;
  • Abuse of dominance;
  • Unfair competition;
  • Antitrust disputes;
  • Public procurements;
  • Negotiating decrease of penalties.
Our antitrust practice significantly contributes to M&A projects, restructurings and reorganisations, including in connection with IPOs and private placements.

With one of the most experienced practices in this area in Ukraine, Mazur Ivanusa, LLC advise banks and other financial institutions, supranational lenders, on a full range of matters relating to finance.  We can suggest effective solutions to the borrower’s needs or protect customary or transaction-specific lender’s requirements in the context of any particular finance transaction. 

We regularly advise lenders and borrowers on any issues ranging from straightforward secured or unsecured cross-border loans to sophisticated finance transactions involving large syndications of lenders, complex security structures and hedging arrangements. 

Our attorneys combine first-class transactional experience with a deep knowledge of the legal issues affecting local and international lenders and provide specifically structured corporate, tax, antitrust, hedging and other solutions arising in the context of any particular financing transaction. 

We seamlessly perform all relevant due diligence procedures, liaise with all relevant state authorities with respect to the filings and the receipt of any necessary permits for a timely and successful closing of any finance transaction.

We provide advice on a full range of local and cross-border finance matters, including:

  • corporate finance (balance sheet loans);
  • asset and acquisition finance;
  • project finance;
  • structured finance transactions;
  • secured and unsecured syndicated and bilateral loans;
  • export credit;
  • re-financings;
  • financing transactions involving public and private placements of debt securities by Ukrainian issuers in Ukraine and abroad/issue of Eurobonds by Ukrainian issuers;
  • pre-IPO corporate restructurings;
  • depositary receipt programs;
  • transactions based on or involving derivatives (futures, forwards, swaps, options and other customary OTC transactions);
  • securitisations;
  • sale, assignment and other disposals of distressed debt;
  • creation, perfection and enforcement of security;
  • changes to security structure, secured parties or the collateral;
  • currency control, currency trading, prudential ratios/requirements applicable to Ukrainian banks, RWA issues, licensing and other financial regulatory advice;
  • post-closing support to agents and other finance parties/monitoring or assisting with matters relating to compliance with covenants and undertakings, other borrower deliverables/conditional waivers and technical defaults/maintenance of security/matters relating to changes to finance parties and providing other administrative assistance and advice.

Debt Capital Markets

Our expertise enables us to handle effectively large and complex debt offering transactions, anticipate and address the requirements of any party to it.  The Firm’s attorneys are able to advise on all aspects of standalone Regulation S/Rule 144A debt offerings, debt offerings providing for the application of the proceeds to Tier II capital of Ukrainian banks, implementation of EMTNdebt programs, depositary receipt programs as well as private placements of various debt securities.

We support restructuring transactions of debt (Eurobond) offerings and scope of our services can also cover, among other things, advising on all Ukrainian law issues in connection with implementation of a UK scheme of arrangement, conducting exchange, tender offers and consent solicitations. 

Our team will also be able to advise on cross-border securitisations (mortgage, auto-loans, DPRs or of otherwise originated cash-flows).   

As Ukrainian law counsel, we will also cover all relevant regulatory concerns such as the Ukrainian foreign currency oversight (control), foreign currency exchange and licensing matters affecting any capital market transaction.

We have established a high quality financial debt restructuring practice and are able to help borrowers, lenders and other parties involved to effectively handle a complex local or international debt restructuring transaction from the stage of negotiating standstill arrangements and set up of creditors committee to its successful completion.  Within the scope of our finance, litigation, tax and corporate practices our attorneys comprehensively advise local, international and supranational lenders, committees of creditors, ECAs, insurers, bondholders, governmental agencies, trustees, agents as well as debtors on a full range of issues relating to international consensual debt restructurings, Ukrainian insolvency proceedings, lender’s or borrower’s post-default options and scenarios, recovery of or the restructuring of corporate financial debt. 

Also, our attorneys have extensive experience in assisting distressed companies or their creditors at any stage of in-court insolvency/rehabilitation proceedings or representing any party to an out-of-court multi creditor or bilateral debt restructuring transactions.

We have extensive experience in assisting distressed companies or their creditors at any stage of in-court insolvency/rehabilitation proceedings or representing any party to an out-of-court multi-creditor or bilateral restructuring transactions with respect to the following matters:

  • in-court bankruptcy proceedings;
  • defence strategies against frivolous bankruptcy;
  • out-of-court/solvent restructurings;
  • implementation of exchange offers and schemes of arrangement;
  • assisting with appointments of steering groups, creditors’ committees and IWGs;
  • advising on standstill arrangements;
  • performing borrower’s legal due diligence;
  • providing comprehensive structuring advice regarding the implementation of any new commercial terms to existing finance and security documents including haircuts, new money and new security, debt-to-equity swaps, subordinations, set-offs, applicable regulatory requirements etc.;
  • advising on and negotiating master restructuring, overriding agreements and similar documentation;
  • advising on the new or existing security related matters;
  • enforcement or release of security;
  • obtaining permits, licenses or seeking other approvals from the relevant Ukrainian state authorities, the National Bank of Ukraine regarding the implementation of the restructuring terms.

Corporate and M&A practice group of Mazur Ivanusa, LLC is experienced in the most sophisticated and challenging transactions in the Ukrainian market.  We offer excellent service combining specialist legal and industry expertise to execute multifaceted transactions successfully, providing advice on any legal and regulatory issues relevant to corporate transactions in Ukraine, which often trigger a wider application of legal norms relating to merger, currency control, securities, tax or labour legislation. 

We provide a full spectrum of legal services in all spheres of corporate law involving structuring and establishing presence or business in various industries in Ukraine, drafting and negotiating founding documents such as charters (articles) and other relevant corporate internal rules and regulations, effectively handle corporate reorganisations including group corporate restructurings.  

Our attorneys assist in structuring and implementing acquisitions of companies from the Ukrainian law perspective, negotiation of LOIs, sale and purchase agreements, escrow agreements, shareholder agreements and other transaction documents, obtaining merger control and other regulatory approvals as well as conducting legal due diligence of any Ukrainian target business.  In addition, we possess first-class experience in all matters related to the creation, sale or acquisition of banks or banking groups in Ukraine.

Our expertise includes:

  • Mergers & Acquisitions;
  • Asset and share deals;
  • Due diligence and limited scope reviews;
  • Tenders and privatisation;
  • Setting up data rooms;
  • Post-closing;
  • Exits;
  • Hostile takeovers;
  • Shareholder activism;
  • IPOs and private placements;
  • Joint ventures;
  • Corporate reorganisations and restructuring;
  • Structuring and setting-up businesses;
  • Shareholders agreements, put and call options, escrow arrangements;
  • Deadlock resolution and exit strategies;
  • Regulatory and compliance (antitrust, data protection, anti-corruption, specific industry regulations);
  • Corporate governance.

We are set to handle complex commercial and investment matters brought either before a Ukrainian court or an alternative dispute resolution forum.  Providing a full range of dispute resolution services to our clients we can represent any party to a dispute before commercial and administration courts, international arbitration forums or assist in obtaining enforcement of foreign arbitral awards or decisions of foreign courts.

Our professionals regularly advise on applicable law issues, choice of arbitration body and its composition, language and effect of applicable arbitration clauses, pre-arbitration proceedings.  Our lawyers have successful experience in acting as independent experts in various areas of law in the proceedings of foreign courts on high profile litigation matters.

We handle disputes arising across a wide spectrum of sectors and the types of disputes, including:

  • commercial, criminal and administrative disputes in Ukrainian courts arising from cross-border or local contracts;
  • administrative proceedings involving the Anti-Monopoly Committee of Ukraine, the National Bank of Ukraine and the State Fiscal Service of Ukraine;
  • white-collar crime investigations and litigation as well as managing any commercial and reputational issues associated with such proceedings;
  • bankruptcy and insolvency litigation;
  • collection of debt arising out of commercial contracts or bank lending;
  • enforcement of all types of security as well as resisting any frivolous litigations aimed at invalidation of finance and security documents;
  • tax and customs disputes;
  • corporate and shareholder disputes;
  • real estate, planning and construction;
  • commercial fraud and hostile takeovers;
  • labour and employment;
  • contentious IP.

Our expertise enables us to develop and implement effective court strategies at every stage of the litigation process.

In particular, we can represent you in court or provide advice in respect of any contentious matter, including:

Litigation:

  • pre-trial advice and the development of the litigation strategy to be applied in court;
  • advice and assistance in any amicable/out-of-court settlement of disputes;
  • representing the client in Ukrainian courts at all levels and stage of the litigation process;
  • obtaining satisfaction and enforcement of court decisions; working with the State Executive Service of Ukraine;
  • developing independent expert reports and opinions for foreign courts on Ukrainian law matters as well as participating in cross examinations in court.
  • assisting foreign counsel on Ukrainian law issues.

Arbitration:

  • advice in respect of the choice of the arbitration forum/negotiation of arbitration clauses and the arbitration agreements;
  • pre-arbitration advice and the mitigation of litigation risks;
  • representing clients in local and international arbitration tribunals;
  • assisting foreign counsel in multi-jurisdictional arbitration proceedings;
  • drafting, negotiating and executing arbitration and forum selection agreements; drafting and negotiating settlement agreements;
  • assisting clients in the recognition and enforcement of foreign arbitration awards;
  • preparation of expert statements on issues of Ukrainian law under coordination of relevant foreign counsel.

Our litigation and arbitration clients include global international banks and other financial institutions as well as leading foreign and local companies from various industries

Our attorneys provide a full range of services to clients involved in Ukraine’s real estate sector and have breadth of experience in virtually all real estate sector specific transactions providing advice to local and foreign investors, owners, developers, leading agricultural holdings, banks and other major market participants. 

We advise on all legal aspects of real estate transactions in Ukraine, including disposals and use of commercial property and land, construction, leasing, planning, development and real estate finance matters.  Our team regularly represents clients with respect to negotiation and drafting of relevant documentation dealing with any type of transaction with real property, registration or verification of ownership rights/title to land or property, creation, renewal, perfection or removal of a security interest over any type of real estate objects in Ukraine.

Our multidisciplinary team of lawyers will be able to assist you in respect of the following types of matters:

  • Acquisition;
  • Lease;
  • Use and ownership of land in Ukraine;
  • Construction;
  • Regulatory (assistance in obtaining permits, authorisations and other approvals from Ukrainian state authorities, state registration of rights to real estate objects);
  • Environmental liability;
  • Financing;
  • Real estate backed securitisations;
  • Due diligence.

Our real estate lawyers work seamlessly with the firm’s tax, corporate, finance and other relevant practices to provide individually tailored structuring solutions to every real estate transaction.

Our tax practice works closely with clients and with lawyers throughout the Firm’s other practices to ensure best possible solution to any tax related matter.  Our lawyers are routinely structuring high profile, tax sensitive M&A, lending and other transactions, handle significant corporate reorganisations, providing advice in relation to profit taxes, VAT, payroll taxes, taxation of dividends as well as payment of other taxes and mandatory payments in Ukraine. 

We are representing numerous foreign and local clients and are actively involved in developing tax compliant models for the implementation of virtually any domestic or cross border transaction and are providing daily advice in respect of any tax implications of regular business of many of our clients.  In addition, we are actively assisting our clients in resolution of tax disputes.

We offer comprehensive transactional tax advice on such matters as:

  • tax efficient structures for domestic and cross-border corporate transactions (M&A and joint ventures);
  • pre-IPO and other corporate restructuring;
  • public and private offerings of various debt and equity instruments;
  • finance transactions, including syndicated finance, project finance and acquisition finance;
  • multi-jurisdictional and domestic real estate investment structuring.

Our regular tax advice also covers the following areas:

  • start-up of new businesses and day-to-day assistance on tax related issues;
  • efficient tax structuring of business operations for corporate entities and individuals;
  • domestic taxation (corporate tax, transfer pricing, personal income tax, VAT, social charges, customs duties, resource payments, real estate tax, local taxes and duties, etc);
  • international taxation (double tax treaties, permanent establishment);
  • domestic and cross-border commercial transactions;
  • exchange control regulations;
  • cross-border employment issues;
  • international employee stock option plans (ESOP) and similar structures;
  • tax controversies and tax litigation.

Select Experience

The National Bank of Ukraine v. Igor Kolomoisky

UAH 6 billion dispute
Upon instruction of Asters, a leading Ukrainian law firm, Oleg Mazur acted as Ukrainian banking law expert for the National Bank of Ukraine in the UAH 6 billion matter NBU v. Mr Igor Kolomoisky, a high net worth individual, which was heard before the First Instance Court of the Republic and Canton of Genève

Cohen & CO / Exito Partners

DGF Professional Selection Tenders
Represented Exito Partners & Cohen Ukraine, a Ukrainian subsidiary of Exito Partners Limited on all Ukrainian law aspects relating to the company’s participation in two professional selection tenders announced by the Deposits Guaratee Fund

HSBC TRUSTEE v. NADRA BANK

High Court of Justice Queen's Bench Division
Upon instruction of Clifford Chance LLP Oleg Mazur acted as Ukrainian banking law expert for HSBC Trustee Ltd. in a EURO 60 million matter HSBC v. Nadra Bank in the High Court of Justice Queen's Bench Division Commercial Court in London

Cohen & CO / Exito Partners

Pioneer Sale of UAH 294 mln NPLS by DGF
Represented Exito Partners & Cohen Ukraine as financial advisors to the Deposits Guarantee Fund in connection with the sale of a secured portfolio of 335 NPLs with the value of USD294 million. The loan portfolio was comprised of the assets of 21 Ukrainian banks managed by the DGF

ArecelorMittal Kryvyi Rih

Tax advice
Advised MittalSteel Kryvyi Rih on all Ukrainian law issues in connection with the distribution of dividends

PZU Ukraine

Acquisition of Insurance business
Represented PZU Ukraine in connection with a comprehensive legal and tax due diligence of several Ukrainian insurance and life insurance companies

PPF GROUP

Tax Structuring
Represented PPF Group, a major European real estate developer, on tax structuring and advising on a large investment project in Ukraine

Shell

Energy Project
Represented Shell in connection with a major oil & gas exploration and production project in Ukraine

Cerealia AB

Acquisition of Cereal Producer
Represented Cerealia AB in connection with the comprehensive due diligence and the acquisition of a Ukrainian cereal producer

Cohen & CO / Exito Partners

Establishment of Presence
Represented Exito Partners Limited and Cohen & Company in connection with establishing presence in Ukraine and the eligibility criteria for participating in professional tenders carried out by Deposit Guarantee Fund

US Ex-Im Bank

USD 23 mln secured loan to UkrLandFarming
Represented Export-Import Bank of the United States, Private Export Funding Corporation (PEFCO) as lender, on a USD23 million secured financing provided to PJSC “Rise”, a Ukrainian major producer of agricultural production owned by UkrLandFarming PLC

US Ex-Im Bank

USD 60 mln secured loan to UkrLandFarming
Represented Export-Import Bank of the United States, Deutsche Bank AG (New York Branch), PEFCO as lenders, on a USD60 million secured financing provided to PJSC “Rise”, a Ukrainian major producer of agricultural production owned by UkrLandFarming PLC

Erste Group Bank AG

EUR 500 mln sale of NPLs and other assets
Represented Erste Group Bank AG as lender in connection with the sale of (i) the Bank’s cross-border NPLs originally made available to major Ukrainian borrowers and (ii) the Bank’s other Ukrainian exposures, projects and joint ventures for a total amount exceeding EURO500 million

US Ex-Im Bank

USD 22 mln secured loan to Ferrexpo Poltava Mining
Represented Export-Import Bank of the United States, Private Export Funding Corporation (PEFCO) as lender, on a USD22 million secured financing provided to Ferrexpo AG, a Ukrainian major producer and exporter of ore pellets

ING Bank

Acquisition of Life Insurance Company
Advised ING Bank on a full scope of legal issues relating to insurance business in Ukraine and the acquisition of a Ukrainian life insurance company

US Govt. & OPIC

Represented OPIC and the US Govt. in the resolution of OPIC's long-standing dispute with the Government of Ukraine, which involved participation in government-to-government negotiations and preparation of complex settlement agreements

Hortytsa

Global Group Restructuring
Represented Hortytsa, the largest Ukrainian alcohol producer in connection with its pre-IPO global corporate group restructuring

US Ex-Im Bank

USD 37 mln secured loan to Ferrexpo Poltava Mining
Represented Export-Import Bank of the United States, Private Export Funding Corporation (PEFCO) and Citibank New York as lenders, on a USD37 million secured financing provided to Ferrexpo AG, a Ukrainian major producer and exporter of ore pellets