The RULG - Ukrainian Legal Group, P.A.

The RULG - Ukrainian Legal Group, P.A.

Over more than 10 years since our firm was established, we have built up a proven track record of achieving our clients' objectives in Ukraine, Russia, and other CIS countries. In this section of our Web site, we provide a list of a few representative areas in which we practice and several examples of our work in each of these areas. The following is not an exhaustive list of our work -- as a general practice corporate law firm, there are very few areas in which we do not have at least some experience -- but it should provide you with insight into our areas of special expertise:

Advertising and Product Endorsement

Advised two major Western FMCG companies on issues related to their negotiations to obtain celebrity endorsements of their products from Ukrainian athletic stars and prepared respective contracts
Currently advising a U.S.-based FMCG company on entering into an advertising contract with a Ukrainian advertising agency
Drafted a first-of-its-kind celebrity endorsement contract to secure a client's rights to use of the name and likeness of two Ukrainian celebrity athletes in advertising the client's products

Banking and Finance

Represented international banks and financial institutions in their investment and M&A projects in Ukraine, including setting up their branches in Ukraine and acquiring Ukrainian banks. These projects involved due diligence, preparing legal opinions, advising on regulatory matters, assisting with drafting contractual documents, and participating in negotiations
Advised a major U.S. financial institution on technical regulations governing financial data transfers between Ukraine and abroad
Advised U.S. financial institutions on requirements for trading common stock on Ukrainian stock exchanges
Advised Western banks on the requirements for trading derivatives, debt, currency, and equities in Ukraine
Written about and given presentations on the practical aspects of holding initial public offerings of Ukrainian shares. One such presentation included the President of the Warsaw Stock Exchange as a co-presenter
Provided advice on investment banking and project finance deals in Ukraine
Advised on several international loan (including OPIC-guaranteed) deals, including advising on securing the loans and conducting due diligence on collateral used to secure the loans
Advised on regulatory and contractual aspects of resident – non-resident subordinate loans

Advised a major international beverage company on its negotiations in preparing a draft sale-and-purchase contract to sell off its stake in a Ukrainian brewery
Assisted an international chemicals manufacturer with drafting all of its model sales and distribution contracts to be used in Russia and Ukraine
Drafted and assisted in negotiating many other sales, distribution, services, supply, settlement, and other types of contracts, including model contracts, for numerous other clients

Established local subsidiaries and representative offices for a wide range of major multinational companies
Secured the permits necessary to begin operations for numerous Ukrainian subsidiaries of U.S. and European companies
Assisted many U.S., European, and Russian clients in drafting the by-laws and other corporate documents for their Ukrainian subsidiaries, in organizing shareholders and board meetings and properly documenting same
Assisted U.S. and European companies in purchasing and selling shares in various Ukrainian joint stock companies and in obtaining and disposing of interests in limited liability companies
Assisted multinational clients in protecting their rights as shareholders in Ukrainian, Russian, and Georgian companies
Assisted an international environmental non-governmental organization in liquidating its Ukrainian branch office and simultaneously worked with local prosecutors to recover assets of the branch office that had been embezzled by the branch office's former director

Advise a major U.S. law firm on an ongoing basis regarding the business visa and work permit requirements in Russia and Ukraine
Assisted representatives of U.S. and European businesses in obtaining temporary and permanent visa status and work permits for their employees in Ukraine

Intellectual Property

Copyright
Organized and coordinated a multinational and multilateral legislative drafting campaign to modernize Ukraine's intellectual property laws and was actively involved in drafting crucial new legislation in this area for Ukraine: the new version of the Ukrainian Law "On Copyright and Neighboring Rights", new IPR-related articles of the Criminal Code, and Book IV of the new Civil Code, which is devoted entirely to IPR
Surveyed the legislation and international conventions on retroactive protection of copyright in Ukraine and Russia and generated recommendations for improving legislation in this area as part of a 2001 TACIS-sponsored project
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Industrial Property
Registered an industrial design in Ukraine as part of a strategy to bolster a client's defense against claims of unfair advertising
Handled all of the industrial property work involved in setting up a major Japanese tire producer's retail operations in Russia, including choosing a trade name, registering trademarks in Russian and English, and negotiating use of these trademarks by franchisees of the company
Negotiated, drafted, and reviewed all trademark licensing agreements and all other agreements related to the transfer and protection of industrial property for two of the largest industrial enterprises in Kiev
Protected the infringed trademark rights of a major U.S. confectioner in Ukraine and those of several other multinational companies
Served as local counsel in Ukraine for an international IP firm and represented their clients (a major UK Oil & Gas company, two major multinational FMCG companies, a steel company, etc.) on various trademark issues
Assisted a Swedish cosmetics company in transferring their trademarks registered in Ukraine
Successfully completed a comprehensive project on the licensing and subsequent partial transfer-of-title of one of the best-known and most prestigious Ukrainian trademarks to our client, a multinational beverage company

International Trade and Customs

Performed a comprehensive evaluation of foreign sales operations in Russia and Ukraine for a U.S. agro-chemical producer, including the preparation of model sales and pledge agreements to minimize the risk of non-payment
Advised a Russian Web services company and a major U.S. financial company regarding Ukrainian Customs and other regulatory requirements for import of high technology items
Advised an international packaging company on means of arranging consignment sales of goods produced in its Ukrainian factories, through its Russian factories
Advised an international FMCG company on Ukrainian VAT and other tax regulations as part of a dispute with Ukrainian Customs
Advised numerous U.S. and European clients on various requirements of Ukrainian Customs regulations affecting their business, including on minimizing parallel imports and import of counterfeit products
Advised numerous U.S. and European clients on means of minimizing their tax liabilities and customs duties and avoiding double-taxation of profits from international trade with Ukraine

Internet / High Tech

Advised a U.S. computer chip maker on Russian and U.S. requirements for the export of dual-use technology from Russia to the U.S. on magnetic carriers and over the Internet
Registered Ukrainian Internet domain names for several major Western companies and on a few occasions, assisted these companies in defending their rights to infringed-upon domain names
Advised the Russian subsidiary of a U.S. corporation on U.S. federal and Maryland state law on the subjects of e-signatures and requirements for registration and use of digital encryption programs
Advised a U.S. corporation on the requirements for use of e-signatures under Ukrainian law in the course of investigating the possibility of including Ukraine in a worldwide system for online trading in commodities

Prepared a comprehensive report on Ukrainian labor law and employee benefits regulations for one of the world's largest human resources consulting companies
Advised a Western NGO on the merits of a wrongful termination lawsuit brought by a Russian employee
Assisted a "Big Four" international accounting firm in tailoring its global partnership agreement to the requirements of Ukrainian law
Assisted numerous Western companies in drafting employment contracts and termination agreements for Ukrainian and foreign employees of their Ukrainian subsidiaries and representative offices
Assisted numerous Western companies in obtaining work permits for their employees seconded to work for their Ukrainian subsidiaries and representative offices
Assisted numerous Western companies in drafting employee handbooks and descriptions of benefits for their employees
Assisted several Western companies in drafting collective employment contracts (with union members) and in properly preparing the paperwork for government-mandated filings in the event of layoffs and staff reduction

Provided legal support for the organization of leasing operations in Ukraine for a major European truck manufacturer, including drafting a model leasing agreement and tax assessment for various leasing operations
Undertaking legal action on behalf of Western lessors to repossess equipment leased to Ukrainian lessees, including re-exporting the equipment from Ukraine

Litigation, Arbitration, and Dispute Settlement

Represented a Canadian-Ukrainian joint venture before the Constitutional Court of Ukraine on a tax matter
Represented one of the world's largest consumer goods companies in its unfair competition (false advertising) dispute with a multinational competitor in Ukraine
Successfully represented an international beverage company in Ukraine in a highly publicized dispute over trademarked soft-drink names
Assisted a major Western detergent manufacturer in defending itself against accusations of engaging in unfair advertising from another major Western detergent manufacturer
Negotiated an amicable settlement of a lawsuit brought by a Ukrainian manufacturer against a European seller of industrial machinery
Negotiated an amicable settlement of a lawsuit brought by a Ukrainian landlord against the subsidiary of a major U.S. FMCG company
Negotiated an amicable settlement of a long-standing court dispute between a leading international FMCG company and its local distributor
Settled a dispute between a U.S. purchaser and Ukrainian supplier of raw materials, brought for international arbitration before the ICC
Successfully litigated in Ukraine's civil and commercial courts at the trial, cassation, and appellate levels on behalf of numerous clients engaged in legal disputes of all sizes with Ukrainian counterparties

Mergers, Acquisitions, and Antimonopoly / Antitrust

Provided legal support on the acquisition of an unfinished Ukrainian power plant by a U.S. power company
Represented U.S. and European companies in their mergers & acquisitions projects in Ukraine, including carrying out due diligence of target companies, drafting and negotiating contractual documents, obtaining antimonopoly and other regulatory clearances and licenses, and carrying out post-merger corporate restructuring
Handled all Ukrainian antimonopoly filings for an oil & gas major engaged in a multi-jurisdictional merger, successfully convincing the Ukrainian Antimonopoly Committee to approve the merger
Performed due diligence on some of Ukraine's largest companies as part of mergers & acquisitions transactions

Advised on implementation of a major oil consortium agreement among local and multinational companies in Kazakhstan
Researched and reported on an ongoing basis to an organization of major Western oil & gas companies in Russia on production sharing legislation
Worked on U.S.- government and TACIS-sponsored projects for elaboration and advisory support of the Ukrainian Production Sharing Law, enabling legislation and normative acts
Advised a U.S. oil company on the legal status of its rights to oil extracted from the Caspian Sea Basin under Russian and international law
Advised a major independent U.S. oil company on its plans to negotiate a production sharing agreement in Ukraine
Advised another independent U.S. oil company on its plans to obtain a subsoil license to extract natural gas in Ukraine
Assisted in privatization of a Ukrainian air gas manufacturer by a major European company
Assisted in the establishment of a large RULG - Ukrainian oil refinery joint venture

Product Labeling and Liability

Advised a major Western brewery on Ukrainian requirements for the information that must be reflected on the labels of beer bottles
Advised a Western FMCG client on Ukrainian requirements for the information that must be reflected on its product labels
Drafted reports on product liability issues in various industries for several different clients

Secured Transactions

Advised a major European automobile manufacturer on a deal involving the secured sale of automobiles to a U.S. company for use as a capital contribution to the U.S. company's Ukrainian subsidiary, involving aspects of both Ukrainian and U.S. state (West Virginia) law
Prepared a thorough report on the status of Ukrainian law on secured transactions for a major international bank, and advised this bank on several secured transactions entered into under Ukrainian law, as well as under the laws of Georgia and Azerbaijan
Advised U.S. and European companies on Ukrainian law regulating the right to pledge shares of Ukrainian companies and prepared draft share-pledge agreements
Drafted provisions securing the rights of purchasers of shares in Ukrainian companies against non-payment and currency exchange rate risks

Provided advice on all aspects of Ukrainian securities laws and regulations to numerous clients, in the context of securities sale-and-purchase transactions, acquisitions and divestitures of Ukrainian joint stock companies, circulation of securities in Ukraine and abroad, etc.
Advised several Western clients setting up employee stock option purchase plans in Ukraine or permitting Ukrainian employees to take part in their international stock option plans
Advised all of the "Big Four" auditing firms currently doing business in Ukraine on Ukrainian regulations affecting their ability to comply with the provisions of the U.S.'s Sarbanes-Oxley Act

Advised a German telecom on its sale of an interest in Ukraine's largest telecom to foreign buyers, and performed extensive due diligence in preparing disclosures for the buyer
Performed legal due diligence in connection with a private offering by a U.S. company holding Ukrainian television and radio licenses
Advised a "Big Four" consulting firm on Ukrainian regulations governing the broadcasting of satellite television programs into Ukraine

Advised a major European truck manufacturer and a U.S. construction equipment manufacturer on the legal aspects of constructing a maintenance workshop in Ukraine
Advised a major Western construction management company regarding the legal structure of its operations via representative office in Ukraine and obtained a construction license for the company

Land and Real Estate

Provided legal support to several Western companies and foreign individuals on various land and real estate matters, including the sale, purchase, and lease of land plots and residential and non-residential buildings and office premises

© 2008 RULG - Ukrainian Legal Group, P.A.