B. C. Toms and Co

Law Offices


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 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 merger, acquisition and investment (“M&A”) transactions. In particular, we have extensive experience identifying and resolving the many Ukrainian contract law problems that can undermine the validity of Ukrainian documentation, and we have written many articles and advisory notes on this that are available to our clients.

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

(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. Our tax lawyers often work with the M&A team to advise on the tax considerations for structuring M&A deals. We have developed a number of innovative solutions to minimize the tax burden for cross-border transactions.