Corporate law and M&A
The flagship transactional practice: the legal foundation for owning, running and selling a business. It covers M&A deals, corporate structuring and the protection of owners' interests, together with adjacent areas - employment relations with staff and senior management, and the personal wealth matters of business owners (private clients).
Why businesses choose this PROCTOR practice
Corporate law is the legal foundation of business ownership, and mistakes here cost the most: lost control, blocked deals, conflicts between owners that run for years. The PROCTOR team handles corporate relations end to end - from incorporating a company and running M&A deals to defence in corporate disputes, employment relations with senior management and the personal wealth matters of owners.
What sets us apart is the combination of transactional expertise with a business defence practice: when we structure a deal or an ownership model, we assess at the same time the tax, regulatory and criminal law risks that other lawyers notice only once those risks have materialised.
For a business owner this means one thing: the corporate structure, the deals and the personal assets work as a single protected system - today and for decades ahead.
Shareholders' and participants' agreements
Drafting shareholders' agreements: allocation of powers, decision-making procedures, deadlock mechanisms, call and put options, tag-along and drag-along rights, restrictions on the transfer of shares. The agreements are prepared under Ukrainian and under English law.
Joint ventures
Structuring partnerships between independent businesses: contributions, management, profit distribution and exit mechanisms. Our lawyers balance the partners' interests and build the conflict resolution mechanisms in at the start.
Corporate governance
Building the system of governing bodies: supervisory boards, executive bodies, committees, independent directors. Drafting internal regulations, rules of procedure and policies, and support for general meetings.
Management option programmes (ESOP)
Designing incentive programmes for key employees through shares or phantom options. Structured with Ukrainian corporate and tax legislation in mind.
Squeeze-out and sell-out procedures
Support for the compulsory buy-out of minority shares by a majority shareholder and for the reverse procedures. This includes determining the fair price, procedural support and defence in disputes challenging a squeeze-out.
Lines of work
The services this practice runs.
- Company formation, reorganisation and liquidationRegistration of companies in every legal form, drafting articles of association to suit the owners, support for mergers, acquisitions, demergers and transformations. Legally clean liquidation with minimised risks for directors and owners.
- Corporate due diligenceA comprehensive review of the target company before a deal: corporate history, assets, contracts, litigation, employment relations, licences, tax risks. The result is a report with a risk map and recommendations on the deal structure and the warranties.
- Corporate structuring and holdingsBuilding the optimal structure of a group of companies with regard to tax, regulatory and sanctions aspects. It covers setting up holdings, redistributing assets between the companies of the group and simplifying redundant structures.
- Employment lawSupport for employment relations on the employer side: contracts with senior executives with KPIs and bonus schemes, dismissals and redundancies, representation in employment disputes, internal policies and HR documents, NDAs and non-competition agreements, reservation of employees and military registration, remote work and gig contracts, support during State Labour Service inspections.
- M&A transaction supportThe full deal cycle: structuring, due diligence, drafting and negotiating the SPA/APA, reps & warranties, price adjustment mechanisms, closing. Our lawyers act for both sellers and buyers, in domestic and cross-border deals.
- Private clients: protecting the business ownerProtection of the personal assets of a business owner in family and succession matters: prenuptial agreements, disputes over the division of joint property together with shares in companies, succession planning and passing the business on to successors, wills and inheritance contracts, inheritance disputes, child maintenance and determining the place of residence of children, cases with a foreign element.
- Shareholder disputesProtecting the interests of participants and shareholders in conflicts: challenging resolutions of general meetings, expulsion of a participant, recovery of dividends, disputes over shares. Court work combined with a negotiating strategy for leaving the conflict behind.
How we run a corporate matter
The order of work is the same for a deal, a restructuring or a conflict between owners: first the picture, then the decision.
01
Talking through the task
We establish what the owner actually needs: a sale, an incoming partner, a split of the business or a way out of a conflict. We fix the timing, the people involved and the limits of confidentiality.
02
Audit of the structure
We read the articles, the registry data, the agreements between participants and the history of share transfers. The result is a list of the places where control over the business is vulnerable.
03
Legal model of the solution
We propose a deal or a group structure together with an assessment of the tax, regulatory and criminal law consequences. The owner chooses from the options.
04
Documents and negotiations
We draft the articles, the shareholders' agreement, the SPA or the settlement, and negotiate with the other side until every clause is agreed.
05
Closing and registration
We run the signing, the settlements and the registration steps, then hand over the full set of documents and a list of what to do in the first months after closing.
Formats of corporate support
The scope depends on whether this is a single question, one deal, or continuous work with the whole group of companies.
A single corporate question
One consultation or one document: articles, a shareholders' agreement, a resolution of the meeting. The client gets the finished text and a written note on how to use it.
Support for one matter
Running a single transaction, reorganisation or dispute from the first meeting to the registration of the result, including the review, the documents and the negotiations.
Standing corporate adviser
A team assigned to the group: current decisions of the governing bodies, changes to the structure, employment matters and the owner's personal questions in one working mode.
The industries we do it in
The sectors of business this practice works in from the first day.
