Client of Jusguard decided to acquire shares in the company that owned the land. The shares were divided among several shareholders, and in addition the company itself was heavily indebted. It was necessary to develop a scheme that would maximally protect the interests of the buyer from possible risks.
As a result, our lawyers elaborated a set of contracts that made it possible to carry out a company acquisition transaction with minimal risk.
Lawyers of Jusguard offered:
1) an agreement of intent, on the basis of which the buyer's lawyers gained access to all accounting documents, and also agreed on the expenses of the parties related to the execution of the transaction;
2) an agreement on mutual settlements, in which the parties agreed: a) the amount of debt; b) the procedure for its redemption; c) the guarantee of the absence of any other obligations;
3) a loan agreement, according to which the money for the repayment of the debt of the company got into debt from the new owner, which allowed fixing the company's obligations to the new owner;
4) the general contract, which settled the rights and obligations of all participants;
5) the contract of sale of corporate rights, on the basis of which the parts in the authorized capital were transferred to the new owner.
Elaborate a strategy for acquiring the company with the condition of minimizing the risk of the buyer.
Elaborated and agreed contracts signed, the acquisition of the company took place.
National Securities and Stock Market Commission of Ukraine (NSSMC) has delivered a ruling on company limited and brought it to responsibility as a fine at a rate of 17.000 UAH. The reason was company’s failure to follow the instruction of NSSMC.
The decree was appealed to an administrative court. In the course of a judicial proceeding Jusguards` lawyers managed to prove the groundless of fine, i.e. in that case failure to follow the instruction of NSSMC isn’t violation of the current securities legislation.
To annual the decree on fine imposition.
A decree on imposition of a fine was cancelled in a judicial proceeding. Court decision took legal effect.
Our client, who uses subscriber-based service, contacted us of necessity to redistribute the assets in business, as some of the co-owners were of the opinion that their rights were poorly guaranteed. In addition, there was a need to diversify cash flows and set up an extra security for client’s assets.
The company’s lawyers proposed the plan of redistribution of assets and shares. The capital asset of the business was delivered to the authorized capital of the limited liability company, the founders of which were business co-owners in warranted shares. The function of that enterprise is reduced to asset preservation. Additional protection is achieved by property burdening. Cash flows are reassigned between the third companies. In case of occurring problematic situations any of those companies can be replaced quickly without loss of the system’s functional capability in general.
To design the plan of business reorganization taking into account all concerns.
JusGuard has proposed the plan of business reorganization that corresponds to the task to protect business assigns and interests of co-owners.
The client of our company is Ukrainian-Slovak Joint Venture organized as joint-stock company. They contacted us with the question regarding annual general meeting of the stockholders in compliance with the current statutory requirements.
The lawyers of Jusguard have prepared needed procedures, published Meeting Notices and distributed personal notices of mail to the stockholders.
The report of the Executive Body, Supervisory Board and Internal Auditor were vetted and approved during the meeting. Was performed essential rotation of the Supervisory Board members.
To guarantee holding of the meeting and submission of the annual report to the National Securities and Stock Market Commission.
The general meeting was held within the legal period. The issues on the agenda were discussed completely. Continuous information and fluctuation data of the issuer was entered into the database of the National Securities and Stock Market Commission and published in accordance with the established procedure.