International Business Law, Real Estate, Labor Law, and Corporate Law Firm

William Hough & Partners

Vulitsa P. Sagaydachnogo 25B
Kiev 04070
Ukraine

+380 44 4985171

+380 44 4985100

www.hough-partners.com

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Law Firm Overview

William Hough & Partners is an international law firm, established in 1995, that provides legal counsel and advice to legal entities and individuals interested in transacting business or obtaining legal representation in Estonia.

The Firm’s expertise includes Estonian laws governing foreign investment; Estonian corporate law (corporate incorporation and foundation agreements, due diligence reviews of domestic corporations, shareholder agreements, reorganizations, acquisitions and mergers, divestitures); Estonian banking law; securities laws; commercial law (distribution and sales agreements, franchise agreements, guaranties, security arrangements); real estate law and real estate restitution matters; privatization laws and regulations; Estonian laws governing transport (customs and transit regulations, shipping law); import and export regulations; intellectual property law (patent, trademark, and copyright law); and employment and labor law.

The Firm has long experience in providing representation and assistance with respect to matters involving inheritance. The firm is also able to assist its clients with services including accounting and bookkeeping; sale of real property; and general investment advice.

The Firm also maintains offices in Latvia, Lithuania, Poland, Russia, and Ukraine. The Firm can serve its clients in Estonian, English, Russian, Latvian, Lithuanian, German, Polish and Ukrainian.

Practice Areas

Additional Practice Areas: Due Diligence Reports

Practice Areas Description

Our law practice includes:

- Administrative

The interpretation and analysis of laws and regulations which serve to regulate business activity may often require legal advice. The Firm can assist and advise clients in Central and Eastern Europe with respect to a wide range of legal issues regarding governmental regulation of business that may arise from time. The Firm can assist its clients with the processing of applications for the governmental permits, licenses, and registrations that are required by every business venture in region. Among the more important approvals needed may be State or municipal approval for the purchase of land and real estate. Businesses wishing to provide goods and services to governmental institutions must also deal with public bidding rules and procedures which should be reviewed and evaluated by a prospective goods or services provider. Environmental protection issues in Central and Eastern Europe are also at the forefront today, after decades in which the State failed to offer protection from rampant development and environmental degradation. Therefore, permits may be often necessary for the building of new roads and buildings, and the construction of new infrastructure for public and private needs.

- Banking and Finance, Insurance

The Firm is able to assist and advise its clients with respect to the negotiation, documentation and closing of loan agreements and commercial real estate and asset-based loan transactions. Our attorneys are also able to advise clients with respect to the restructuring, or work-out, of non-performing loans, as well as providing other services related to foreclosure, liquidation or bankruptcy.

- Commercial and Business

The Firm’s attorneys who specialize in the areas of corporate and general business law represent corporations, partnerships and other forms of business entities engaged in a variety of operations, including manufacturing, real estate sale and development, international trade, and financial services. The Firm’s renders a full range of legal services to our business clients, including: formation of limited liability companies and stock corporations, partnerships and other legal entities; structuring, planning and completion of mergers, acquisitions and asset sales/purchases; performance of due diligence with respect to domestic and international corporate transactions; preparation, review and execution of contracts, leases and other documents; and, dissolution or winding-up of enterprises, corporate ventures and partnerships.

- Corporate Advisory

The Firm offers its clients advice and representation with respect to the evolving regulation of company laws and business regulations in Central and East Europe. The Firm also provides advice with respect to mergers and acquisitions, securities laws, intellectual property law, employee benefits and employment law-related matters. We advise new or evolving firms with respect to the benefits of the establishment of various forms of business entities (stock corporations, limited liability companies or partnerships), and with respect to shareholder relationships. The Firm is able to provide guidance on financial issues such as securities offerings, mergers and divestiture of assets. We also advise on the operational needs of our clients, including contracts and commercial arrangements, due diligence investigations and reports, non-competition and confidentiality matters, and employment issues, such as the preparation of corporate internal work rules and job descriptions.

- Competition

The Firm can advise its clients with respect to a range of anti-monopoly and competition matters including acquisitions and joint ventures subject to national merger control regulatory frameworks and with respect to competitive and anti-competitive agreements and practices. The Firm has substantial experience with matters related to possible market concentration that may be caused by a merger or an acquisition, and the matter of abuse of a dominant position. The Firm assists clients with representation before national competition authorities and necessary negotiations with respect to competition filings and petitions. The firm is also able to file notifications and complaints and can assist clients in applying for, and obtaining, relevant national regulatory clearances.

- Employment and Labor

The Firm advises its corporate clients in regard to all aspects of national labor and employment law in Central and East Europe, including trade union matters, the negotiation and administration of collective agreements, employment standards in the work place, harassment and discrimination issues, executive compensation matters, business immigration visas and procedures, pensions and benefits, privacy regulation issues, occupational health and safety matters, workplace safety and insurance issues (workers’ compensation) and payment and employment equity matters. The Firm cooperates with barristers who may represent clients before national courts and government administrative bodies with respect to labor relations. The Firm’s lawyers also advise its corporate clients on the drafting and preparation of employment agreements, dismissal and severance arrangements, non-competition agreements, confidentiality and non-disclosure agreements, on the employment and pension aspects related to either the acquisition of a company or to a corporate reorganization or with respect to a disposition of a branch or division.

- Environmental

The Firm’s lawyers advise and represent clients at local, municipal and national levels with regard to hazardous waste disposal requirements, environmental issues connected with the development and location of a new plant or facility, obtaining necessary permits and assessments for development rights and cleanup of contaminated property in the case of purchase of an existing Central or Eastern European plant or factory. The Firm also advises clients on water rights issues, environmental auditing needs, and compliance with national and local environmental regulations and ordinances.

- Inheritance

The Firm assists its clients with representation and advice concerning inheritance matters including probate of last wills and testaments, filing of foreign wills and testaments with notaries, and preparing probate applications to courts so as to provide for the inheritance of property by the heirs of an estate. We have assisted German, Russian, United States, Polish, Lithuanian, Latvian, Canadian, British, Italian, Israeli, Ukrainian, Australian, New Zealand, Dutch and Argentine clients with inheritance matters in recent years.

- International

Succeeding in international markets has become an integral part of the business strategies of both emerging and established companies in Eastern and Central Europe. Our presence in Latvia, Estonia, Lithuania, Russia, Ukraine and Poland allows us to assist our clients across the region with respect to a multitude of highly diverse matters and transactions. We can assist our local clients in establishing international joint ventures, incorporating new business ventures, or selling divisions or entire companies. Similarly, we can assist our foreign clients in establishing local operations. Our network of offices in the Baltic States, Poland, Ukraine and Russia allows us to serve our clients in many important neighboring jurisdictions in a cost-efficient manner. We regularly offer counsel on international joint ventures, cross-border mergers and acquisitions, establishing international operations, international intellectual property licensing and distribution, worldwide protection of intellectual property rights, and inbound and outbound investments.

- Intellectual Property

The Firm is able to assist its clients with all legal aspects of intellectual property matters, including patents, trademarks, designs, copyrights, trade secrets and unfair competition. The Firm is able to assist our clients in obtaining and maintaining trademark and patent registrations in Latvia, Estonia, Lithuania, Poland, Ukraine, Russia, the European Union and the United States. The Firm cooperates with licensed national patent attorneys so as to conduct trademark litigation in cases involving trademark infringement. The Firm has represented clients in intellectual property matters from many nations, including the United States, Germany, the United Kingdom, Sweden, Finland, France, Singapore, Italy and Spain.

- Litigation and Arbitration

The Firm’s cooperates with leading attorneys (barristers) in Central and Eastern Europe who are able to undertake commercial and business litigation on behalf of the Firm’s clients. These attorneys have considerable experience in a wide range of litigation matters, ranging from customary commercial practice associated with general representation of corporations and partnerships and disputes arising out of commercial transactions, to litigation involving work-place injuries, environmental disputes, non-competition enforcement, intellectual property matters, title insurance matters, equipment and other leasing litigation, landlord-tenant disputes, and real estate. The Firm assists its clients with the engagement and supervision of legal representatives throughout the region so as to ensure that the Firm’s clients are adequately represented in national courts and before relevant judicial tribunals.

- Maritime and Transport

The Firm and its associated attorneys advise and represent clients throughout the East and Central European region with respect to shipping, maritime and transport law matters. The Firm has assisted and represented clients with respect to arrests of vessels in Estonia, Latvia, Russia, Poland, Lithuania and Ukraine. The Firm can assist clients with matters related to the carriage of goods over land and by air. Among the Firm’s clients have been trucking and forwarding companies in Austria, Russia, the Netherlands, Finland, Latvia, Spain and Ukraine.

- Privatization

The Firm builds its privatization law capabilities upon its expertise in this sector developed during the origins of the privatization process in Poland, Estonia, Russia and Lithuania. The Firm can assist clients with the privatization of State companies and enterprises and municipal holdings of assets and real estate, including all necessary legal, financial and environmental due diligence.

- Real Estate

The Firm’s lawyers are able to assist and provide legal advice and representation to local and foreign developers, owners or prospective purchasers of apartments and homes, owners and tenants of commercial and industrial properties, and owners or developers of shopping centers and condominiums. The Firm’s lawyers are able to advise clients with respect to development agreements, including land acquisition and assembly, property appraisals and evaluations, zoning matters, joint ventures, ground leases, construction contracts and property management. The Firm can also carry out legal due diligence for prospective purchasers of commercial, residential and agricultural property. The Firm also assists its clients with real estate joint-venture agreements, establishment of limited liability companies and partnerships for real estate transactions, real estate tax matters, zoning and land use issues and easements.

- Securities and Capital Markets

The Firm advises its clients with respect to regional or national laws and regulations governing capital markets; on the issuance of shares and debt instruments; with respect to mergers and acquisitions of public companies; with private placement transactions and with respect to public offerings and listings on Central and Eastern European stock exchanges. In this regard, the Firm assists its clients by carrying out legal due diligence regarding a securities issuer; assists clients in the preparation and negotiation of underwriting agreements; and drafts relevant corporate (general meetings of the shareholders, board meetings and other related) documents. The firm can assist a client’s financial advisors with the preparation and/or review of prospectuses and with the preparation of all appropriate applications to State and national authorities.

The Firm advises on general issues of corporate law related to securities and with regard to provisions governing listed companies. The Firm can advise its clients regarding incorporation’s, shareholder’s agreements, loans to shareholders or other persons or entities, the issuance of dividends and matters related to shareholder capital contributions. The Firm can also assist its clients with the calling and organization of shareholders’ meetings. The Firm has long experience with the issue of minority shareholder rights including mandatory buy-outs of minority shareholders in cases in which a majority of a company’s shares are being sold.

Representative Clients

ABRO Industries Inc.
Albert Le Coq AS
American Express bank
American Express Travel Services
Balta Insurance Company
Baltic Log Cabins OU
Baltic Small Equity Fund
Biolitec AG
British petroleum
Embassy of Austria
Bank of America
BFT Italy
AS Cesu Alus
Deutsch-Lettische Bank of Riga
Estonian Privatization Agency
Estonian Railway
Finland Post Corporation
Fortis Insurance
Future trade Technologies, Inc.
Honeywell
The Interpublic group of Companies, Inc.
Kaczmarski Inkasso

Latvian Electronic Post, SIA
Latvijas Finieris AS
Lietuvos Draudimas
Lockheed martin
Maersk
McCann-Erickson Europe
Merrill Lynch International
Michelin OY
New Century Funds
Nord Deustche Sea Cable GmbH
Olvi OY
The Port of Paldiski, Estonia
Ragutis AB
Renault
The Riga Stock Exchange
Scania
Tallinn in Your Pocket Guide
Tarom, Romanian Airlines
Trigon Investment
Unicom Eesti OU
The U.S.-Baltic Foundation
United Parcel Service

William Hough & Partners

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William Hough & Partners

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