A deal involving a stake in a business or an investment is not a single contract but a sequence of steps: preliminary terms, due diligence, structuring, main documents, closing and post-closing actions. A mistake at any stage can cost more than all the legal work.
We represent buyers, sellers, investors and companies raising funds. We review the company or asset (due diligence), propose a deal structure that takes corporate and tax consequences into account, and prepare and negotiate documents with the other side. The scope of work varies greatly from deal to deal, so we set the cost after the first conversation.
When to seek help
- You are buying a share in an LLC or an entire business
- You are selling a business or a share and want to limit post-sale claims
- You are raising angel or venture investment
- You have received a term sheet and want to understand its implications
- You are merging businesses or setting up a joint venture
What the lawyer does
Analysing deal terms
We break down the term sheet or preliminary arrangements, explain the key terms — valuation, control, veto rights, restrictions — and advise what is worth renegotiating.
Conducting due diligence
We review corporate documents, rights to assets and intellectual property, key contracts, litigation, encumbrances and regulatory risks. Findings are presented in a prioritised report.
Proposing the deal structure
We choose the instrument — share purchase, capital contribution, convertible loan, SAFE — and the jurisdiction based on your goals and the consequences for the parties.
Preparing documents
We draft or review the share purchase agreement, investment and shareholder agreements, the parties' representations and warranties, and liability provisions.
Negotiating and closing
We agree drafts with the other side's lawyers and coordinate signing, payment, registration actions and fulfilment of post-closing conditions.
Documents to prepare
- Term sheet, memorandum or correspondence setting out the deal terms
- The company's constitutional and registration documents
- Information on assets, intellectual property and key contracts
- Financial statements and data on liabilities
- Information on the parties to the deal and their beneficial owners
What you get
- A legal opinion on the deal terms
- A due diligence report listing the risks
- A package of deal documents in agreed form
- Support of signing and closing according to an agreed plan
Frequently asked questions
What is due diligence and is it always needed?
It is a legal review of a company or asset before a deal: who the owner is and whether there are encumbrances, disputes, problematic contracts or gaps in rights to key assets. The scope can be tailored to the size of the deal. Even for a small purchase it is worth checking the basics: registration details, beneficial owners, litigation and rights to the main asset.
What to choose for an early round: equity, a SAFE or a loan?
It depends on the stage, the amount and the investor's expectations. A direct share in an LLC immediately gives the investor member rights. A convertible loan or SAFE defers the company's valuation to the next round, but a SAFE has no direct equivalent in Ukrainian law and is usually structured through other contractual arrangements or at the level of a foreign company. We compare the options taking tax consequences into account.
Can a deal be closed remotely?
In most cases, yes. Documents can be signed with a qualified electronic signature (QES/КЕП), and notarial acts regarding an LLC share can be carried out through a representative under a power of attorney. For foreign parties, we plan document legalisation in advance. Foreign currency transactions are restricted under martial law, so we plan deal payments in line with the current rules of the National Bank of Ukraine.