Equity market

TOGETHER WE WILL MAKE THE IMPOSSIBLE POSSIBLE

Booklet about service

Legal support in securities market and

protection of corporate rights

Legal support for stock market players and complex protection of company rights from possible offence is the main objective of Pavlenko & Poberezhnyuk Law Group.

Our team is comprised of experts with experience of work for the state regulator and depository institutions, in securities trading sphere and on stock exchange floors. They are focused on stock companies’ day-to-day needs being aware of corporate management specifics and main grounds for collisions in the stock market.

The company mission is setting-up a reliable legal partnership for your business goals achievement, establishing a dialogue between the state and the business, providing optimum solutions with regard for political and economic situation.

The Law Group provides legal support in a wide range of stock-market related matters; the following are principle directions:

Registration and issue of securities, namely:

shares, corporate bonds, municipal bonds, public bonds of Ukraine, investment certificates, mortgage certificates and bonds, ROF certificates, treasury bonds of Ukraine.

Representation of interests:

in SCSSM-related matters - representing issuers, shareholders, professional stock market players, certified stock market experts;
in courts - representing issuers, professional stock market players, shareholders, stock market experts (including cases when SCSSM suspends the license for carrying activity in the stock market);
in cases on infringements in the stock market - representing stockholders in their relations with issuers and professional stock market players.

Registration and formation of professional stock market players such as:

depositary; trader; assets management company; investment fund, trade coordinator (stock exchange).

Official registration of licenses and certificates:

providing services to all categories of stock market players;
obtaining licenses for placement of Ukrainian issuers’ securities abroad.

Appeal against:

SCSSM orders imposing sanctions on security market misdeeds;
SCSSM inspection-related actions;
SCSSM regulations and specific acts;
decisions to cease placement, circulation, securities exchange access, securities clearance and prohibitions of making agreements.

Legal support:

providing legal support for cases on securities-market infringements, during SCSSM-initiated inspections, for stock market players within securities trading.

Rendering services:

corporate management schemes; securities transactions structures; company documentation; draft laws and other legal texts within this sector framework.

Arranging stockholders meetings:

providing full range of legal support in arranging stockholders meetings; control of stockholders meetings with possible involving of SCSSM; protection of the resolutions passed.

The Law Group works in cooperation with the state bodies, namely:

- State Commission on Securities and Stock Market;

- Interdepartmental Commission on Measures against Hostile Company Takeover (under the Cabinet of Ministers of Ukraine);

- law-enforcement administration and other state bodies acting within their authorities as to rights protection in the stock market.

Ms. Oleksandra Pavlenko, partner with Pavlenko & Poberezhnyuk Law Group, also acts as:

- counsel to the Head of the State Commission on Securities and Stock Market;

- member of the Council of Experts in Corporate Management (under the SCSSM);

- counsel to the Committee on Banking and Finance of the Verkhovna Rada of Ukraine.

We take pride in the outcomes of projects legal support that our team has provided in the stock market.

Protection of corporate rights

Preventive protection of securities-market players’ rights and legal protection against hostile company takeover (raid) are the directions where Pavlenko & Poberezhnyuk Law Group has obtained successful experience and expert knowledge of peculiarities in this sphere, thus providing unconventional business dispute resolutions.

Preventive protection:

due diligence of corporate rights, liabilities and assets;
analyzing company’s corporate acts;
legal support for law-relevant actions of company management;
elaborating optimum schemes of company operation (corporatization, structuralization and legal-organizing transformation);
eliminating elicited violations (in court, by making amendments or updating and systematizing in-company documents);
consolidating legitimacy of company management decisions;
analyzing work reliability of a depository that serves the issuer and shareholders accounts;
legal support for transfer of issuer’s registered stockholders system, restoration of register if lost (especially crucial during stock company transformation period);
settling disputes with problem shareholders/participants, issuers, professional stock market players.

Protection against hostile takeover (raid)

Dispute analysis:

due diligence of corporate rights, liabilities and assets;
identifying data on legal entities and individuals deemed as organizers and committers of hostile company takeover;
establishing main objective of hostile company takeover;
complex strategizing of protection measures against hostile takeover.

Legal defence:

legal support for existing actions and initiating relevant lawsuits (with possible involvement of the third parties, state bodies and institutions);
realization of injunctive reliefs, preventive and the state regulator’s measures;
legal support for implementation of court decisions;
legal support within criminal cases and hostile takeover inspections;
appeal against the officials’ and state bodies’ actions within ‘sponsored’ inspections.

Drastic measures:

initiating criminal lawsuits against hostile takeover committers;
initiating inspections of such persons’ actions legality;
assisting in providing protection for hostile takeover objects, property, company management, shareholders and business owners.

Protection of registered stock (register of stockholders) system against illegal encroachments

Many of stock companies today still undergo the process of legal-organizing transformations, while the register systems comprising the shareholders data has been lost or are controlled by the third parties. Should such situations occur, we offer:

legal support for transfer of issuer’s registered stockholders system;
obtaining control over the issuer’s registered stockholders system if such control has been lost;
recognizing the loss of issuer’s registered stockholders system;
restoration of issuer’s registered stockholders system if recognized lost;
challenging of illegal changes to issuer’s registered stockholders systems;
initiating cease in placement and clearance of issuer’s stock.

PR-Protection:

launching PR-campaign to support client’s position in mass media;
crisis PR;
arranging press-events.

Cooperation with the state bodies, as for protection of company against hostile takeover (raid), is the point of particular significance. We work in partnership with the state sector gaining the highest profits for the business.

Mediation in corporate dispute settlement:

The team of Pavlenko & Poberezhyuk Law Group comprises mediation practitioners helping to turn the litigation to peaceful settlement. We offer: