B.C. TOMS & Co Kyiv-London

18/1 Prorizna Street, Suite 7
Kyiv 01001, Ukraine
www.bctoms.com
+38044 490 6000
+38044 278 1000
kyiv@bctoms.net

LONG TERM HIGH LEVEL UKRAINIAN EXPERIENCE AND EXPERTISE

B. C. Toms & Co is a multinational law firm of Ukrainian and Western lawyers specialising in Ukrainian law. We were the first Western law firm to open a Kyiv office, having focused our practice on Ukraine at its independence in 1991. Our Firm has a broad corporate, tax and litigation law practice. We have, over the past 35 years handled the legal work for many of the largest commercial transactions and most important lawsuits in Ukraine, including:

  • The First IPO in Ukraine (to raise approximately USD 500 million by a Ukrainian energy company’s listing on the London Stock Exchange);
  • The First True Project Financing in Ukraine (for oil and gas exploration and development by a British oil and gas company, including to create processing facilities, pipelines, railroad siding construction, office buildings, etc., funded by the EBRD);
  • Most of Ukraine’s Agricultural IPOs
  • The Largest Acquisition in the Ukraine Energy and Natural Resources Sectors;
  • The Largest Bilateral Investment Treaty Arbitration Concerning Ukraine (won at the Permanent Court of Arbitration in The Hague);
  • The Largest Acquisition in the Agricultural Sector (by a major foreign investor to purchase a British owned Ukrainian farming business, for which we earlier handled its creation and financing);
  • Several Highly Complex Corporate Raid Defenses each simultaneously involving over 50 related proceedings; and
  • A 2024 Euro 181 million trade financing to provide nuclear fuel for Ukraine’s principal electricity producer to maintain Ukraine’s electricity.

Our law firm was founded by Bate C Toms, a Magdalene College, Cambridge, and Yale Law School educated lawyer, who started the Kyiv office of B.C. Toms & Co in 1991 (his biography can be found by clicking HERE.) We would be pleased to assist you for your proposed transactions, or to defend you should your property or contract rights be challenged. We also provide legal research reports on significant problems in Ukrainian legislation that investors should be aware of, but that are not widely known

A REPUTATION FOR THE HIGHEST QUALITY

We have a widely known reputation in Ukraine for providing the highest quality of legal services. This is reflected by our previous ranking among the best law firms in Ukraine by the KyivPost’s independent ranking of law firms and by others.

WESTERN EXPERTISE – UKRAINIAN FOCUS

We combine the best western expertise with leading Ukrainian lawyers. As appropriate, we handle transactions involving different languages as well as different laws and cultures. Lawyers in our Firm are fluent in Ukrainian, Russian, English and French. We have also written numerous books and articles on Ukrainian law, and are the principal author of the book “Doing Business with Ukraine” (ICC).

RESULT DIRECTED, TIMELY SERVICE BASED ON TEAMWORK

Our legal practice is based on our commitment to client service. We organize our practice in teams around our clients to respond to and understand fully each client’s needs. We efficiently deliver timely work and keep clients regularly informed of our progress on each matter.

INNOVATION

Ukraine’s legal system contains many inconsistencies and other special problems as it quickly develops, which make many types of transactions particularly difficult. We do not leave clients ignorant of these special problems, and we do not just tell our clients what they cannot do. Instead, we pro-actively find innovative solutions for our clients. For most of the special legal risks presently inherent in Ukrainian legislation, we have or can develop solutions. Over the years, starting in 1991, we have introduced Ukraine to many forms of documentation that have since become commonplace as well as created innovative litigation strategies. We can provide many examples of such solutions.

CONFIDENTIALITY

Often our clients bring to us extremely confidential matters, for which secrecy is essential. Everyone in our Firm is committed to the integrity of our practice and, thus, to keeping each client’s business secrets completely confidential. We carefully protect this confidentiality, with measures such as special IT services and 24hour, seven days a week, office security services providing strict control access.

COMMITMENT TO OUR CLIENTS

Our Firm was founded by B. C. Toms, a lawyer with substantial previous experience practising in the US and Western as well as Eastern Europe. He studied law at Magdalene College, Cambridge University, and Yale Law School, (JD) and Soviet Studies at the Institut d’Etudes Politiques de Paris, and Washington & Lee University (BA magna cum laude, Phi Beta Kappa). At Yale, he was an editor of the Yale Law Journal. Prior to establishing the Firm, Mr. Toms was a partner in the London office of a large US based multinational law firm. He has over 40 years of US and UK as well as Ukrainian law practice. In Kyiv, our offices are located in a landmark building in the heart of the central business district.

Our clients include many of the largest multi-national and Ukrainian companies and banks, as well as international and multinational organisations, foreign governments, credit guarantee agencies, smaller companies focused on Ukraine and some significant individual investors.

DUE DILIGENCE AND INFORMATION SERVICES

We often undertake comprehensive due diligence examinations as a basis for transactions, including on a preliminary basis to evaluate potential business partners and proposed projects. In connection with our legal practice, we can usually develop useful, practical information, as needed, to help guide our clients for their business in Ukraine. This practical guidance can sometimes be essential to make the best use of our legal services.

WE CAN LITIGATE TO BACK UP OUR ADVICE

We have a successful litigation and arbitration practices, including in appellate practice before the Supreme Court of Ukraine and for arbitration in venues such as the Permanent Court of Arbitration in The Hague and the London Court of International Arbitration. In recent years, for example, we have succeeded in obtaining the removal of hundreds of millions of Ukrainian hryvnia in tax and related claims and penalties against western companies and their Ukrainian subsidiaries and affiliates. Given the many legal loopholes and problems with Ukrainian legislation, as it continues to develop from its Soviet past to respond to the present needs of a market economy, it is essential in Ukraine for any significant investment not just to have legal documentation and advice of the highest quality, but also to be able to rely on this advice in the event of a dispute. Our advice is backed up by our litigation capabilities.

GOVERNMENT RELATIONS AND ADMINISTRATIVE LAW PRACTICE

On behalf of our clients, we often meet with Government ministries and committees and other State bodies to present our clients proposals on legal positions. We are also often involved in legal reform projects. In addition, from time to time, our lawyers act pro bono as special counsel to Parliamentary committees and other state bodies to assist with their legislative reform.

PRO BONO ASSISTANCE

We provide pro bono assistance, especially during wartime, to assist persons, companies and government bodies in Ukraine.

DOCUMENTATION

Our Firm prepares, for example, joint venture agreements, corporate acquisition documentation, commercial contracts of all types, oil and gas joint activity agreements, production sharing and license (special permit) agreements, construction contracts, project financing documents, private placement and syndicated credit agreements, real estate purchase documentation, leases and agency, distribution, franchise and licensing contracts.

PRINCIPAL PRACTICE AREAS

Agricultural
Law

Banking and Securities Law / Capital Markers Transactions

Dispute Resolution / Litigation and Arbitration

Environmental Law / Kyoto Protocol

Intellectual Property and Information Technology

Agricultural
Law

Banking and Securities Law / Capital Markers Transactions

Dispute Resolution / Litigation and Arbitration

Environmental Law / Kyoto Protocol

Intellectual Property and Information Technology

Mergers and Acquisitions / Investment Law

Energy and Natural Resources Law / Electricity Regulation

Real Estate, Land Law and Construction Law

Tax, Tax Planning and Tax Litigation

Mergers and Acquisitions / Investment Law

Energy and Natural Resources Law / Electricity Regulation

Real Estate, Land Law and Construction Law

Tax, Tax Planning and Tax Litigation

SPECIAL INITIATIVE: ASSISTING TO REBUILD AND DEVELOP UKRAINE

B.C. Toms & Co Can Assist Through:

Legal assistance with planning, implementing and documenting projects, including for there financing as well as by assisting clients with Government Relations with the UK and Ukrainian Governments and with other UK and Ukrainian bodies.

Supporting businesses that are interested in investing and working in Ukraine, including with financial documentation, land leases, governmental permits, approvals and licensing, investment and joint venture agreements, etc.

B.C. TOMS & CO – AGRICULTURAL LAW PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the firstWestern law firm to open a Kyiv office in September 1991. Commitment to quality is the cornerstone of our law practice. Our over 28 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes (for example, concerning the validity of agricultural land leases) that need to be addressed to eliminate risks in transactions in the Ukrainian agricultural sector. In particular, we have extensive experience in structuring agricultural businesses and joint ventures in Ukraine, acquiring land plots and agricultural assets and conducting due diligence of companies and assets. We have represented major foreign agricultural business as well as many of the largest Ukrainian agricultural companies for their business projects in Ukraine. Our Agricultural Practice Group has successfully handled many of the most significant
transactions in the Ukrainian agricultural sector, including for example:

  1. Advising and handling the legal work for a Scottish agricultural company to set up in Ukraine, handling its entering into land leases and acquiring land leases in corporate acquisitions, its pre-IPO finance, its IPO and then for its sale to a large Middle-Eastern Group;
  2. Acting for a major Swiss bank investing in a UK agricultural company and for the private placement of the company’s shares;
  3. Representing the vendors of the largest agricultural company in western Ukraine for a private placement and share listing on the Frankfurt Stock Exchange and raising USD 52 million;
  4. Advising a Norwegian pork production company for its joint venture project in Ukraine to set up a large pork farm and acquire assets and real estate;
  5. Representing the vendors of a leading Ukrainian agricultural company for its corporate structuring, private placement and share listing on the Frankfurt Stock Exchange and raising USD 56 million;
  6. Advising the vendors of a leading Ukrainian agricultural company on the Ukrainian land law and land leases issues and for its private placement and share listing on the Frankfurt Stock Exchange to raise USD 90 million;
  7. Representing the vendors of a large agricultural company for its private placement and share listing on the Frankfurt Stock Exchange and raising USD 35.5 million;
  8. Advising one of the largest agricultural companies in southern Ukraine on the acquisition of an elevator and melioration system and on land disputes with the land owners;
  9. Acting for a major multinational bank providing a bridge financing to one of the largest Ukrainian agricultural company,
  10. Representing a large multinational agricultural company to acquire one of the largest elevators in Ukraine; and
  11. Advising a large agro-industrial group on UK-Ukraine trade as well as on Brexit issues.
  12. Advising a potato and bio-plastics adviser, including to successfully handle litigation over a large tax dispute

For further information, please contact Bate C. Toms at our address cited below.

B. C. TOMS & CO – BANKING AND SECURITIES LAW PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the first Western law firm to open a Kyiv office in September 1991. Our Firm is ranked by the independent KyivPost survey of law firms, as one of the several leading law firms in Ukraine. Our foreign and Ukrainian lawyers have excellent qualifications from leading law schools and many years of practice experience.

Commitment to quality is the cornerstone of our law practice. Our over 28 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in financial transactions. In particular, we have extensive experience identifying and resolving the many Ukrainian law problems that can undermine the validity of Ukrainian loan documentation. We have also handled numerous complex trade finance transactions. In addition, we have special expertise in resolving hidden Ukrainian law problems, such as those that can be buried in the past, but later can undermine title to land plots, buildings and other real estate involved in secured finance. Our securities law record includes having represented issuers and securities firms in many of the initial public offerings (IPOs) in the UK and Canada for Ukrainian companies, such as by acting for the issuer for the first ever Ukrainian IPO on the London Stock Exchange.

Our Banking and Securities Law Practice Group has successfully handled many of the largest financial transactions in Ukraine, including recently, for example:

  1. Advising a consortium of leading western banks on a USD 200 million loan to a major Ukrainian telecommunications company;
  2. Handling a trade finance transaction involving grain, including to advise on structuring the transaction and drafting pledges and other security documentation;
  3. Representing a leading European bank for a CHF 49,000,000 facility for a large Ukrainian bank;
  4. Advising a foreign financial services company on structuring a cross-border truck leasing program;
  5. Providing legal advice to an oil and gas company on a project financing, largely funded by the EBRD, for exploration, development and production in Ukraine, including to build a gas pipeline, a railroad line and processing facilities;
  6. Advising a major international bank on security for its loans in Ukraine;
  7. Advising a major investment bank on their financing trading transactions, as well as advising on the use of derivatives therefor;
  8. Representing the nominated adviser for an oil and gas company’s IPO on the AIM market to raise funding for this issuer’s Ukrainian subsidiary, including to conduct due diligence and advise on the disclosures in the admission document; and
  9. Handling the Ukrainian aspects of a multinational bank’s financing of the construction of a steel mill, as well as the related export agency funding, including to arrange all security in Ukraine as required for the loans.

B.C. TOMS & CO – DISPUTE RESOLUTION / LITIGATION AND ARBITRATION PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was, in September 1991, the first foreign law firm to open a Kyiv office. Our Kyiv office is ranked by the independent KyivPost legal directory as one of the several leading law firms in Ukraine.

Our commitment to the success of our clients is the cornerstone of our litigation and arbitration practice. We have over 28 years of experience obtaining successful results for our clients in Ukrainian court and administrative proceedings as well as in foreign and Ukrainian arbitration tribunals

Our Litigation and Arbitration Practice Group has successfully handled many of the most significant lawsuits and arbitrations in Ukraine, including for example:

  1. Successfully handling the appeal in 2008 to the High Commercial Court on behalf of a joint venture (the “JV”) of two major international investment funds to obtain a reversal of the decisions of the Kyiv Oblast Commercial Court and the Kyiv Oblast Appellate Court in order to recover for the JV its USD 25 million land site for its USD 330 million office and shopping center development; in this case, the High Commercial Court not only reversed the lower courts, but it also exercised its discretion to award judgment in favour of the JV, rather than to send the case back to the lower courts for further proceedings, so the JV could then immediately restart its project (the High Commercial Court’s judgment in this case affirmed several new principles of Ukrainian law that help protect all other real estate projects in Ukraine from unjustified attack).
  2. Acting for a foreign investor in a number of related lawsuits to successfully recover a multi-million dollar investment in the OJSC Kyiv Sewing Factory case that was improperly dispossessed, including its significant real estate located in the centre of Kyiv, resulting in our client fully recovering its investment and taking control of real property worth over USD 50 million
  3. Successfully representing the Ukrainian subsidiary of a western oil and gas company to eliminate tax and related claims exceeding USD 20 million, resulting in the maintenance of control by this western company over its Ukrainian subsidiary
  4. Acting for a large European multinational company for its Ukrainian litigation and Swiss arbitration in a dispute over a Ukrainian company’s multi-million dollar contract claims concerning a joint venture, resulting in the Ukrainian litigation being dropped and the British company making a multi million dollar payment to our client to settle its counter-claims;
  5. Advising an important British aviation leasing company on the Ukrainian law aspects for lawsuits in Canada and Belgium to obtain the release of arrested Ukrainian aircraft;
  6. Successfully representing a western fund in the Supreme Court of Ukraine to obtain the dismissal of a substantial claim by the former director of their Ukrainian subsidiary, whom they had dismissed without notice for theft and other grossly improper behavior;
  7. Successfully representing the Ukrainian subsidiary of a multinational agro-chemical company in six tax disputes initiated by the Ukrainian State Tax Administration, including to completely prevail in all six cases on their appeal to the Supreme Court of Ukraine; and
  8. Successfully acting for a multinational oil and gas company in a major arbitration to recover USD 144 million in the Permanent Court of Arbitration in The Hague in respect of an improper corporate
  9. Successfully representing the Ukrainian subsidiary of a multinational agricultural company in defend against a large tax fine assessed by the Lviv Oblast Tax Administration.

B.C. TOMS & CO – DISPUTE RESOLUTION / LITIGATION AND ARBITRATION PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was, in September 1991, the first foreign law firm to open a Kyiv office. Our Kyiv office is ranked by the independent KyivPost legal directory as one of the several leading law firms in Ukraine.

Our commitment to the success of our clients is the cornerstone of our litigation and arbitration practice. We have over 28 years of experience obtaining successful results for our clients in Ukrainian court and administrative proceedings as well as in foreign and Ukrainian arbitration tribunals

Our Litigation and Arbitration Practice Group has successfully handled many of the most significant lawsuits and arbitrations in Ukraine, including for example:

  1. Successfully handling the appeal in 2008 to the High Commercial Court on behalf of a joint venture (the “JV”) of two major international investment funds to obtain a reversal of the decisions of the Kyiv Oblast Commercial Court and the Kyiv Oblast Appellate Court in order to recover for the JV its USD 25 million land site for its USD 330 million office and shopping center development; in this case, the High Commercial Court not only reversed the lower courts, but it also exercised its discretion to award judgment in favour of the JV, rather than to send the case back to the lower courts for further proceedings, so the JV could then immediately restart its project (the High Commercial Court’s judgment in this case affirmed several new principles of Ukrainian law that help protect all other real estate projects in Ukraine from unjustified attack).
  2. Acting for a foreign investor in a number of related lawsuits to successfully recover a multi-million dollar investment in the OJSC Kyiv Sewing Factory case that was improperly dispossessed, including its significant real estate located in the centre of Kyiv, resulting in our client fully recovering its investment and taking control of real property worth over USD 50 million
  3. Successfully representing the Ukrainian subsidiary of a western oil and gas company to eliminate tax and related claims exceeding USD 20 million, resulting in the maintenance of control by this western company over its Ukrainian subsidiary
  4. Acting for a large European multinational company for its Ukrainian litigation and Swiss arbitration in a dispute over a Ukrainian company’s multi-million dollar contract claims concerning a joint venture, resulting in the Ukrainian litigation being dropped and the British company making a multi million dollar payment to our client to settle its counter-claims;
  5. Advising an important British aviation leasing company on the Ukrainian law aspects for lawsuits in Canada and Belgium to obtain the release of arrested Ukrainian aircraft;
  6. Successfully representing a western fund in the Supreme Court of Ukraine to obtain the dismissal of a substantial claim by the former director of their Ukrainian subsidiary, whom they had dismissed without notice for theft and other grossly improper behavior;
  7. Successfully representing the Ukrainian subsidiary of a multinational agro-chemical company in six tax disputes initiated by the Ukrainian State Tax Administration, including to completely prevail in all six cases on their appeal to the Supreme Court of Ukraine; and
  8. Successfully acting for a multinational oil and gas company in a major arbitration to recover USD 144 million in the Permanent Court of Arbitration in The Hague in respect of an improper corporate
  9. Successfully representing the Ukrainian subsidiary of a multinational agricultural company in defend against a large tax fine assessed by the Lviv Oblast Tax Administration.

B.C. TOMS & CO – ENVIRONMENTAL LAW PRACTICE

Commitment to quality is the cornerstone of our law practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in environmental matters. Our Firm was ranked by the independent KyivPost survey of law firms, as one of the several leading law firms in Ukraine.

B. C. Toms & Co, traditionally a leading law firm in Ukraine in environmental law, has developed expertise for Ukrainian projects. We have, in particular developed, experience in the implementation of Kyoto Protocol mechanisms for emission reductions projects in Ukraine, including the following:

  1. Advising a major chemicals company involved in the production of an industrial acid on its project for the reduction of greenhouse gas emissions;
  2. Providing an overview of Ukrainian law on the implementation of Kyoto Protocol mechanisms, with an analysis of the inconsistencies between the international regulations implementing the Kyoto Protocol and Ukrainian law, including pending draft laws and regulations, discussing our concerns with senior officials of the National Agency for Ecological Investments (that is primarily responsible for Kyoto implementation in Ukraine) and providing recommendations on the further development of the legal framework for the implementation of the Kyoto Protocol in Ukraine in order to facilitate ERU projects;
  3. Advising on an agreement on collaboration for the implementation of JI projects in Ukraine to reduce environmental damage;
  4. Development of a purchase contract for future ERU purchase transactions;
  5. Development of a marketing agreement between an emission reductions trader and the owner of a JI Project regarding the trader’s role to purchase and/or market produced ERUs;
  6. Advising on the procedure for the delivery of ERUs from the proposed Ukrainian Registry of Carbon Units to the registry of another state, and developing security mechanisms to protect the purchaser’s interests and prevent duplicate fraudulent sales of the same ERUs to different purchasers;
  7. Advising on currency control regulations and other financial restrictions affecting JI project implementation and ERU trading (including for the export of ERUs and the making of payments abroad for marketing and trading services); and
  8. a major privately owned multinational company on its proposed environmental projects in Ukraine

B. C. TOMS & CO – BANKING AND SECURITIES LAW PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the first Western law firm to open a Kyiv office in September 1991. Our Firm is ranked by the independent KyivPost survey of law firms, as one of the several leading law firms in Ukraine. Our foreign and Ukrainian lawyers have excellent qualifications from leading law schools and many years of practice experience.

Commitment to quality is the cornerstone of our law practice. Our over 28 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in financial transactions. In particular, we have extensive experience identifying and resolving the many Ukrainian law problems that can undermine the validity of Ukrainian loan documentation. We have also handled numerous complex trade finance transactions. In addition, we have special expertise in resolving hidden Ukrainian law problems, such as those that can be buried in the past, but later can undermine title to land plots, buildings and other real estate involved in secured finance. Our securities law record includes having represented issuers and securities firms in many of the initial public offerings (IPOs) in the UK and Canada for Ukrainian companies, such as by acting for the issuer for the first ever Ukrainian IPO on the London Stock Exchange.

Our Banking and Securities Law Practice Group has successfully handled many of the largest financial transactions in Ukraine, including recently, for example:

  1. Advising a consortium of leading western banks on a USD 200 million loan to a major Ukrainian telecommunications company;
  2. Handling a trade finance transaction involving grain, including to advise on structuring the transaction and drafting pledges and other security documentation;
  3. Representing a leading European bank for a CHF 49,000,000 facility for a large Ukrainian bank;
  4. Advising a foreign financial services company on structuring a cross-border truck leasing program;
  5. Providing legal advice to an oil and gas company on a project financing, largely funded by the EBRD, for exploration, development and production in Ukraine, including to build a gas pipeline, a railroad line and processing facilities;
  6. Advising a major international bank on security for its loans in Ukraine;
  7. Advising a major investment bank on their financing trading transactions, as well as advising on the use of derivatives therefor;
  8. Representing the nominated adviser for an oil and gas company’s IPO on the AIM market to raise funding for this issuer’s Ukrainian subsidiary, including to conduct due diligence and advise on the disclosures in the admission document; and
  9. Handling the Ukrainian aspects of a multinational bank’s financing of the construction of a steel mill, as well as the related export agency funding, including to arrange all security in Ukraine as required for the loans.

B.C. TOMS & CO – MERGERS, ACQUISITIONS AND INVESTMENT PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the first Western law firm to open a Kyiv office in September 1991.

Commitment to quality is the cornerstone of our law practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in merger, acquisition and investment (“M&A”) transactions. We have written many articles and advisory notes on Ukrainian contract law issues.

Our merger and acquisitions (M&A) practice group has successfully handled many of the largest M&A transactions in Ukraine, including, for example:

  1. The acquisition of a large Ukrainian bank by a major European bank, acting for the acquirer, including to conduct a full due diligence and rectify numerous banking regulatory and other problems;
  2. The over USD 300 million acquisition of a Ukrainian oil and gas joint venture company representing a large European oil and gas company
  3. The acquisition of a group of Ukrainian real estate holding companies in related transactions for over USD 36 mil., acting for a major western development company;
  4. The successful contested acquisition of an open joint stock company owning a large manufacturing facility in Kyiv , and the restructuring of the business to make its original central Kyiv site available for real estate development;
  5. The sale of a Ukrainian oil and gas company, including representing the owner to conduct a vendor’s due diligence and prepare documentation for the sale;
  6. The acquisition of a company owning agricultural processing and production facilities, acting for a large multinational agricultural company;
  7. The acquisition of a large Ukrainian milk producer representing the purchaser, including to successfully resolve several disputes that were blocking completion;
  8. advising a major engineering firm and its joint venture partners on the corporate structuring for their investment in a USD 200m process engineering facility using leading innovative technology, and
  9. Acting for the seller of an agricultural company in a USD 300 million transaction, including by resolving numerous issues raised by the foreign buyer’s legal counsel.

We can guide clients through every aspect of M&A transactions, including to obtain any required consents from the Ukrainian Antimonopoly Committee. We often advise on tax considerations for structuring M&A deals. We have developed a number of innovative solutions to minimize the tax burden for cross-border transactions

B.C. TOMS & CO – ENERGY AND NATURAL RESOURCES AND RENEWABLE ENERGY

Our Firm is ranked by the independent KyivPost survey of law firms, as one of the several leading law firms in Ukraine. Our foreign and Ukrainian lawyers have excellent qualifications from leading law schools and many years of practice experience.

Commitment to quality is the cornerstone of our law practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in Ukrainian transactions for oil and gas and other natural resources as well as for renewable energy. In particular, we have extensive experience resolving the many problems that can undermine licenses as well as title or lease rights to land plots, wells and mines.

We have represented major multinational oil and gas companies and independents for substantial oil and gas exploration, development and production projects, joint venture agreements (including for joint activity) involving state as well as private entities, acquisitions and sales of Ukrainian oil and gas companies, transactions in LPG, oil and gas license agreements and special mining law issues as well as to handle the resolution of important disputes between private parties with the State and state enterprises. We have also assisted with practical commercial advice to set up numerous Ukrainian subsidiaries and joint ventures.

Among the most significant oil and gas and natural resources transactions in Ukraine that we have successfully handled are the following examples:

  1. Handling, including to conduct due diligence, the acquisition of one of Ukraine’s privatelly owned largest oil and gas companies;
  2. Conducting due diligence and handling the acquisition by an important western fund of an investment through a joint activity agreement with a large state oil and gas company;
  3. Advising on the first successful oil and gas project financing in Ukraine, which involved the EBRD and a UK oil and gas company, including to review and, where appropriate, negotiate revisions to this company’s land leases, services contracts, license agreements, etc.;
  4. Advising, beginning in 1993, a major multinational oil and gas company on its exploration projects in Ukraine as well as on certain downstream activities;
  5. Advising a joint venture involving a major French based multinational oil and gas company on its refurbishment of a large Ukrainian oil refinery;
  6. Advising a Canadian exploration company on its various Ukrainian joint activity agreements and its projects based on the exploration and production licensing of a joint venture entity in Ukraine;
  7. Advising a UK oil and gas company, and its securities underwriters, on all aspects of its exploration and production activities in Ukraine, including its oil and gas exploration and production licenses and its contracts for operations and pipeline construction, as well as handling certain restructurings, based on which it raised approximately USD 500 million in an initial public offering, and a subsequent rights issue, on the London Stock Exchange;
  8. Advising a Ukrainian oil and gas joint venture on the sale of interests in its production,

B.C. TOMS & CO – REAL ESTATE LAW PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the first Western law firm to open a Kyiv office in September 1991. Our foreign and Ukrainian lawyers have excellent qualifications from leading law schools and many years of practice experience.

Commitment to quality is the cornerstone of our practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in transactions with real estate. In particular, we have extensive experience identifying and resolving the many Ukrainian law problems that can undermine the title or use rights to buildings, leases to and land plots and other real estate in Ukraine, and we have written numerous articles and advisory notes on this that are available to our clients. Our real estate law practice record includes having represented major foreign real estate investment funds and individual investors in a substantial Ukrainian real estate development project, advising multinational companies on issues related to the privatisation of real estate, handling acquisitions of industrial and residential real estate, including of land plots, for Ukrainian and international companies and real estate litigation

Our real estate law practice group has successfully handled many of the largest real estate transactions in Ukraine, including, for example:

  1. Representing a major European investment fund on the simultaneous acquisition
    of 40 land plots, including to handle the legal work for their rezoning and consolidation
    and the construction of a major logistics complex on the site;
  2. Handling the
    acquisition of an approximately 90 hectare site in a series of transactions for the
    development of a residential complex;
  3. Negotiation of agreements for the development, construction and operation of a major international brand hotel in Kyiv in a joint venture with a major Ukrainian corporate group;
  4. Advising a major
    Ukrainian bank on the financing of the development of a major real estate project in
    Kyiv, including on all mortgage security issues;
  5. Structuring and handling the sale of a shopping mall business to a major private equity fund;
  6. Advising on and setting
    up tax efficient structures for real estate developments in Ukraine by an international
    investment fund;
  7. Handling the purchase of a large agricultural industrial complex
    in Ukraine for a major western agricultural company;
  8. Advising a Western
    agricultural farming company on the leasing of large agricultural land plots; and
  9. advising and handling for an Embassy the purchase of 11 properties for use as an
    Embassy and Ambassadorial residence.

B.C. TOMS & CO – INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY LAW PRACTICE

B. C. Toms & Co has successfully acted in substantial intellectual property (“IP”) and information technology (“IT”) legal matter for our clients.

Commitment to quality is the cornerstone of our law practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in IP and IT matters.

Our IP and IT law practice has included the following representative assignments:

  1. Advising on trademarks for a major international financial services and communications company
  2. Advising on cosmetics IP protection and licensing for a foreign cosmetics company;
  3. Providing legal advice on DVB-H and cable television for a multinational media company;
  4. Providing legal advice on the protection of designs rights and other IP for a large Ukrainian company;
  5. Conducting due diligence and advising on trademark licensing issues for a major international hotel chain;
  6. Advising on shrink-wrap licensing for a major multinational media and entertainment company

B.C. TOMS & CO – TAX / TAX PLANNING / TAX LITIGATION LAW PRACTICE

  1. Successfully representing the Ukrainian subsidiary of a multinational agricultural company in defend against a large tax fine assessed in 2024 by the Lviv Oblast Tax Administration, including to prevail on appeal;
  2. Successfully representing the Ukrainian subsidiary of a western oil and gas company to eliminate tax and related claims exceeding USD 20 million and enforcement attachment, resulting in the maintenance of full ownership and control by this western company over its Ukrainian subsidiary
  3. Successfully representing the Ukrainian subsidiary of a multinational agro-chemical company in six tax disputes initiated by the Ukrainian State Tax Administration, including to completely prevail in all six cases on their appeals to the Supreme Court of Ukraine.
  4. Advising on the structuring of numerous investments in and related loans for Ukrainian businesses, such as for agriculture and energy.
  5. Advising on major loans to Ukrainian state enterprises, including in the energy sector.

B.C. TOMS & CO – REAL ESTATE LAW PRACTICE

B. C. Toms & Co, a multinational law firm of Western and Ukrainian lawyers, was the first Western law firm to open a Kyiv office in September 1991. Our foreign and Ukrainian lawyers have excellent qualifications from leading law schools and many years of practice experience.

Commitment to quality is the cornerstone of our practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in transactions with real estate. In particular, we have extensive experience identifying and resolving the many Ukrainian law problems that can undermine the title or use rights to buildings, leases to and land plots and other real estate in Ukraine, and we have written numerous articles and advisory notes on this that are available to our clients. Our real estate law practice record includes having represented major foreign real estate investment funds and individual investors in a substantial Ukrainian real estate development project, advising multinational companies on issues related to the privatisation of real estate, handling acquisitions of industrial and residential real estate, including of land plots, for Ukrainian and international companies and real estate litigation

Our real estate law practice group has successfully handled many of the largest real estate transactions in Ukraine, including, for example:

  1. Representing a major European investment fund on the simultaneous acquisition
    of 40 land plots, including to handle the legal work for their rezoning and consolidation
    and the construction of a major logistics complex on the site;
  2. Handling the
    acquisition of an approximately 90 hectare site in a series of transactions for the
    development of a residential complex;
  3. Negotiation of agreements for the development, construction and operation of a major international brand hotel in Kyiv in a joint venture with a major Ukrainian corporate group;
  4. Advising a major
    Ukrainian bank on the financing of the development of a major real estate project in
    Kyiv, including on all mortgage security issues;
  5. Structuring and handling the sale of a shopping mall business to a major private equity fund;
  6. Advising on and setting
    up tax efficient structures for real estate developments in Ukraine by an international
    investment fund;
  7. Handling the purchase of a large agricultural industrial complex
    in Ukraine for a major western agricultural company;
  8. Advising a Western
    agricultural farming company on the leasing of large agricultural land plots; and
  9. advising and handling for an Embassy the purchase of 11 properties for use as an
    Embassy and Ambassadorial residence.

B.C. TOMS & CO – INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY LAW PRACTICE

B. C. Toms & Co has successfully acted in substantial intellectual property (“IP”) and information technology (“IT”) legal matter for our clients.

Commitment to quality is the cornerstone of our law practice. Our over 35 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes that need to be addressed to eliminate risks in IP and IT matters.

Our IP and IT law practice has included the following representative assignments:

  1. Advising on trademarks for a major international financial services and communications company
  2. Advising on cosmetics IP protection and licensing for a foreign cosmetics company;
  3. Providing legal advice on DVB-H and cable television for a multinational media company;
  4. Providing legal advice on the protection of designs rights and other IP for a large Ukrainian company;
  5. Conducting due diligence and advising on trademark licensing issues for a major international hotel chain;
  6. Advising on shrink-wrap licensing for a major multinational media and entertainment company

B.C. TOMS & CO – TAX / TAX PLANNING / TAX LITIGATION LAW PRACTICE

  1. Successfully representing the Ukrainian subsidiary of a multinational agricultural company in defend against a large tax fine assessed in 2024 by the Lviv Oblast Tax Administration, including to prevail on appeal;
  2. Successfully representing the Ukrainian subsidiary of a western oil and gas company to eliminate tax and related claims exceeding USD 20 million and enforcement attachment, resulting in the maintenance of full ownership and control by this western company over its Ukrainian subsidiary
  3. Successfully representing the Ukrainian subsidiary of a multinational agro-chemical company in six tax disputes initiated by the Ukrainian State Tax Administration, including to completely prevail in all six cases on their appeals to the Supreme Court of Ukraine.
  4. Advising on the structuring of numerous investments in and related loans for Ukrainian businesses, such as for agriculture and energy.
  5. Advising on major loans to Ukrainian state enterprises, including in the energy sector.

B.C. TOMS & CO – GOVERNMENT RELATIONS /ADMINISTRATIVE LAW PRACTICE

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B.C. TOMS & CO - TAX / TAX PLANNING / TAX LITIGATION LAW PRACTICE

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B.C. TOMS & CO – TRADE LAW / BREXIT

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