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EXPERIENCE AND EXPERTISE

Commitment to quality is the cornerstone of our legal practice. Our over 20 years of experience in Ukraine give us a significant advantage in understanding the many hidden problems and loopholes under Ukrainian law that need to be addressed to eliminate risks in Ukrainian transactions for oil and gas and other natural resources. In particular, we have extensive experience resolving the many problems that can undermine licenses as well as title to land plots, wells and mines.

We have represented major multinational oil and gas companies and independents for substantial oil and gas exploration, development and production projects, joint venture (activity) agreements with state and private entities, acquisitions and sales of Ukrainian oil and gas companies and LPG trading certificates, oil and gas license agreements and special mining law issues as well as to handle the resolution of important disputes among private parties and with the State and state enterprises. We have also assisted with practical commercial advice to set up numerous Ukrainian subsidiaries and joint ventures (based primarily on joint activity agreements).

Among the most significant oil and gas and natural resources transactions in Ukraine that we have successfully handled are the following examples:

  • Handling, including to conduct due diligence, the recent acquisition of one of Ukraine's largest oil and gas companies;

  • Conducting due diligence and handling the recent acquisition by an important western fund of an investment in a major joint activity agreement with a large state oil and gas company;

  • Advising on the first successful oil and gas project financing in Ukraine, which involved the EBRD and a UK oil and gas company, including to review and, where appropriate, negotiate revisions to this company's land leases, services contracts, license agreements, etc;

  • Advising, beginning in 1993, a major multinational oil and gas company on its proposed exploration projects in Ukraine as well as on certain downstream activities;

  • Advising a joint venture involving a major French oil and gas company on its refurbishment of a large Ukrainian refinery;

  • Advising a Canadian exploration company on both its various joint activity agreements and its projects based on the exploration and production licensing of a joint venture entity;

  • Advising a UK oil and gas company and its underwriters on all aspects of its exploration and production activities in Ukraine, including its licenses and its contracts for operations and pipeline construction, as well as handling certain restructurings, based on which it raised over US $450 million in a public offering and a subsequent rights issue on the London Stock Exchange;

  • Advising a Ukrainian oil and gas joint venture on the sale of interests in its production, including on offshore corporate and tax structuring aspects;

  • Advising a multinational mining company on legal issues for its minerals mining joint venture in Donetsk Oblast; and

  • Representing a foreign investor in its acquisition of a Ukrainian oil refinery.

DOCUMENTATION

For oil and gas and natural resources projects, our Firm prepares, for example, joint venture agreements, oil and gas joint activity agreements (including as joint operations agreements), production sharing and license agreements, construction contracts, project financing documentation, private placement and syndicated credit agreements, real estate purchase documentation (including for exchange transactions), leases and corporate acquisition, agency, distribution, franchise and licensing contracts.

OUR OIL AND GAS AND NATURAL RESOURCES TEAM

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 in Ukraine, the US and the UK and many years of practice experience handling major oil and gas matters in Ukraine and abroad.

The principal lawyers of our oil and gas and natural resources practice group include:

BATE C TOMS
Mr Toms had many years of oil and gas experience, including for US and UK (North Sea) exploration and development, before coming to Ukraine, where he handled almost all of the initial legal work for Ukrainian oil and gas projects, including for several major oil and gas companies as well as to organize the first IPO and project financing for Ukraine for leading independents. He is a graduate of Yale Law School and also studied law at Magdalene College, Cambridge University, and he is a member of the D.C., Virginia and Paris Bars.

TETYANA YAREMKO
A graduate of the Kyiv-Mohyla Academy Law School (Bachelor, Honors, 2004; Master, Honors, 2006) and William and Mary Law School in Virginia, USA (LL.M., 2008 - Muskie Fellow), Ms Yaremko is admitted to practice law in Ukraine and is a member of the New York bar. She specializes in oil and gas law, including financial law relevant to oil and gas investments and lending, and the law on secured transactions. She is fluent in Ukrainian, Russian and English.

OLEH KRYKAVSKYY
A graduate of the University of Ostroh (Bachelor, 2004, Specialist in Law, Honors, 2005), Kyiv-Mohyla Academy Law School (Master in Law, Honors, 2006), the University of Warsaw (Eastern Europe Studies, International Relations and Politics, 2005) and the Center for Energy, Petroleum, Mineral Law and Policy of the University of Dundee (LL.M. in Energy Law and Policy, 2011 - Chevening Fellow), Mr Krykavskyy specializes in the documentation of oil and gas transactions and the conduct of oil and gas operations. He is fluent in Ukrainian, Russian, English and Polish.

OLEKSANDR KHOMIAK
A graduate of the Kyiv-Mohyla Academy Law School (Bachelor, 2006; Master, 2008) and the University of Stockholm (LL.M., 2009), Mr Khomiak specializes in corporate and real estate law aspects of oil and gas transactions. Prior to joining B. C. Toms and Co, Mr Khomiak worked as a legal advisor to a Deputy of the Parliament of Ukraine involved in natural resources legislation. He is fluent in Ukrainian, Russian and English.

IRYNA VOYTSEKHOVSKA
A graduate of the Academy of Advocacy of Ukraine (Specialist, Honors, 2006) and Birmingham University (LL.M., with merit, 2008 – Chevening Fellow), Ms Voytsekhovska's practice areas are real estate and land law for oil and gas matters and their financing and the taking of security therefor. Ms Voytsekhovska is fluent in Ukrainian, Russian and English.

SVITLANA STEPANIUK
A graduate of the Kyiv National Taras Shevchenko University (Bachelor, Honors, 2003, Master, Honors, 2005), the University of Pennsylvania Law School (LL.M., 2010) and the Wharton School of the University of Pennsylvania (Business and Law Certificate, 2010), Ms Stepaniuk specializes in oil and gas law and corporate and finance law for oil and gas transactions. She is fluent in Ukrainian, Russian and English.

LESIA VASYLENKO
A graduate of the Kyiv National Taras Shevchenko University (Bachelor, Honors, 2008, Master, Honors, 2010) and University College London (LL.M., 2011), Ms Vasylenko specializes in oil and gas and related environmental law. She is fluent in Ukrainian, Russian, English and French.

ANNA VLASYUK
A graduate of the Kyiv-Mohyla Academy Law School (Bachelor, Honors, 2008; Master, 2010), Ms Vlasyuk specializes in international business transactions and international dispute resolution, in particular for oil and gas matters. She is fluent in Ukrainian, Russian and English.

OUR FIRM

LONG-TERM UKRAINIAN EXPERIENCE AND HIGH LEVEL EXPERTISE

B. C. Toms & Co is a multinational law firm of Ukrainian and Western lawyers specializing in Ukrainian law. We were the first Western law firm to open a Kyiv office, having focused our practice on Ukraine at its independence in 1991. For over 20 years, we have had a broad Ukrainian corporate, tax and litigation law practice. We have handled the legal work for many of the largest commercial transactions and most important lawsuits in Ukraine, and are among the larger law firms in Ukraine.

Our Firm was founded by B. C. Toms, a lawyer with substantial previous experience practicing in the US and Western as well as Eastern Europe. He studied Soviet Studies at university and law at Magdalene College, Cambridge University and Yale Law School, from which he graduated in 1975. At Yale, he was an editor of the Yale Law Journal. Prior to establishing the Firm and handling, initially, a project financing for one of the largest European companies, Mr. Toms was a partner in the London office of one of the largest US based multinational law firms. He has over 30 years of US and UK (North Sea) as well as Ukrainian oil and gas legal experience.

Our other western lawyers have similar backgrounds, and our Ukrainian lawyers have all graduated from leading Ukrainian law schools, with excellent academic records and significant study or practice abroad, usually in the UK or US for one or two years on Chevening, Fulbright or Muskie Fellowships, before being trained in Ukrainian legal practice by our Firm. In Kyiv, our offices are located in a landmark building in the heart of the central business district.

Our clients include many of the largest multi-national and independent oil and gas companies and the banks that finance them, as well as international and multinational organizations, foreign governments and their credit guarantee agencies, smaller companies focused on Ukraine and some significant individual investors.

A REPUTATION FOR THE HIGHEST QUALITY
We have a widely-known reputation in Ukraine for providing the highest quality legal services. Our due diligence research, for example, traces title to assets once owned by the state back to the original state ownership, often back to Soviet times, without stopping after three years and relying on the Ukrainian statute of limitations period that is so often ignored in practice in litigation by Ukrainian courts. We carefully check the law as it was when each relevant document was executed, the authority then existing of each signatory, etc. These practices and the others that we follow are not often systematically followed in Ukraine, which has led to major litigation challenging many western investments, especially in the energy sector. Likewise, we draft contract terms based on our over 20 years experience in Ukraine to address the many problems in oil and gas and natural resources contract law that are uniquely Ukrainian.

WESTERN EXPERTISE - UKRAINIAN FOCUS
We combine the best western expertise with leading specialist knowledge of Ukrainian law. Unlike most western firms, we focus on Ukraine. As appropriate, we handle transactions involving different languages as well as different laws and cultures. Lawyers in our Firm are fluent in Ukrainian, Russian, English, French, Polish, German, Italian and Spanish.

We have written numerous books and articles on Ukrainian law, and are the principal author of the books "Doing Business with Ukraine" (ICC) and "The Law of Ukraine". In particular, we have written a series of articles on Ukrainian oil and gas law that are available to our clients. Mr. Toms is also the editor for Ukraine for the International Energy Law Review. Our web-site, which contains further information (including some of our articles on Ukrainian oil and gas law) is located at www.bctoms.net.

INFORMATION SERVICES
We can often develop useful, practical information, as needed, to help guide our clients for their business in Ukraine, including to evaluate potential business partners and potential problems. This practical guidance can sometimes be essential to make the best use of our legal services.

COMMITMENT TO OUR CLIENTS

RESULT DIRECTED, TIMELY SERVICE
Our legal practice is based on our commitment to client service. We organize our practice in teams around our clients to respond to and understand fully each client's needs. We efficiently deliver timely work and keep clients regularly informed of our progress on a matter.

QUALITY
We are committed to quality. This has earned us a widely-known reputation for quality in Ukraine based on the consistently high quality of our work. We practice law in the same way as the best legal practices in London and New York, where our senior partner worked as an associate and then a partner in large law firm practice for many years before coming to Ukraine. All of our work is appropriately supervised. Junior lawyers do not "train" without guidance on client assignments. Instead, we involve senior and junior lawyers so as to achieve the most cost-effective mix of expertise consistent with high quality legal services.

TEAMWORK
Our Firm practices law as one unified team, composed of the over-lapping teams that are responsible for particular clients together with our other legal specialists. We are not a collection of individual fiefdoms which happen to practice law at the same address, but rather a closely unified team developed through many years of practicing together.

INNOVATION
Ukraine's legal system contains many inconsistencies and other special problems resulting from its quick development, which make many types of transactions particularly difficult. We do not leave clients ignorant of these special problems, and we do not just tell our clients what they cannot do. Instead, we pro-actively find innovative solutions for our clients. For most of the special legal risks presently inherent in Ukrainian legislation, we have already developed or can develop solutions. Over the years, starting in 1991, we have introduced Ukraine to many forms of documentation that have since become commonplace as well as created innovative litigation strategies. We can provide many examples of such solutions.

CONFIDENTIALITY
Often our clients bring to us extremely confidential matters, for which secrecy is essential for success. Everyone in our Firm is committed to the integrity of our practice and, thus, to keeping each client's business completely confidential. We carefully protect this confidentiality, with measures such as 24 hour security services and strict control of access to our offices by third parties.

WE CAN LITIGATE TO BACK-UP OUR ADVICE
We have one of the most successful litigation practices in Ukraine, including in appellate practice before the High Commercial Court of Ukraine and the Supreme Court of Ukraine. In recent years, for example, we have succeeded in obtaining the removal of over USD$ 20 million in tax and related claims and penalties against western companies and their Ukrainian subsidiaries and affiliates. We have also recovered over USD$ 60 million in real estate that was improperly seized in litigation by 'corporate raiders' abusing the legal system against major Western investment funds.

Given the many legal loopholes and problems with Ukrainian legislation, as it has developed from the Soviet period to respond to the present needs of a market economy, it is essential in Ukraine for any significant investment not just to have legal documentation and advice of the highest quality, but also to be able to rely on this advice in the event of a dispute. Our advice is backed up by our litigation capability and reputation for prevailing.

LEGISLATIVE AND ADMINISTRATIVE PRACTICE
On behalf of our clients, we often intervene before government ministries and committees to assist to achieve results. We are also involved in legislation and legal reform. From time to time, our lawyers have acted, and are currently acting, pro bono as special counsel to Parliamentary committees to assist with various law reform projects and on government initiated law reform projects, in particular in the oil and gas area.