Jaroslawa Z. Johnson

Partner

Practice Description

Jaroslawa Zelinsky Johnson is Managing Partner of Chadbourne’s Kyiv office and has advised international corporate clients doing business in Ukraine and the CIS for more than 17 years.

Ms. Johnson focuses her practice on mergers and acquisitions, banking, project finance and privatization, corporate governance and finance, secured transactions and government relations. She focused initially on corporate representation in Poland; in 1991, she expanded her law practice to Ukraine, representing western multinational corporations in telecommunications, consumer products, pharmaceuticals, food processing, transportation, oil and gas and agrochemicals.

Representative Matters

Mergers & Acquisitions/Corporate/Joint Ventures

• Represented Bank of Cyprus in its acquisition of a mid-size Ukrainian bank, including due diligence examination, preparation of transaction documents and obtaining the necessary government approvals. 
• Represented Bank Hapoalim in its acquisition of circa 76% of the issued share capital of a Ukrainian bank, including due diligence examination, preparation of transaction documents and obtaining the necessary government approvals. 
• Represented Crédit Agricole in its acquisition of a large Ukrainian bank, including a due diligence examination, preparation of transaction documents, application for Anti-Monopoly Committee approval and application for a National Bank of Ukraine license. 
• Represented a UK private equity buyer in connection with the acquisition of Ukraine’s largest juice enterprise, including a due diligence examination, preparation of share purchase agreement and other transaction documents and obtaining necessary regulatory approvals. 
• Represented two major U.S. telecommunications companies in connection with their investments into and licensing of local operators, including due diligence reviews of target companies in the CIS region, preparation of corporate formation documentation, joint venture and joint investment activity agreements, development of exit strategies and advice on various regulatory matters.
• Represented a Canadian consumer products packaging company in its due diligence and acquisition of a controlling stake in a Ukrainian glass container manufacturing joint venture. 
• Represented an automotive company in structuring a joint venture for the distribution of automotive lubricants. 
• Represented a major U.S. steel company in its negotiations with a Ukrainian iron ore mine owner.
• Represented a U.S. packaged foods company in its due diligence and acquisition of a potato chip factory, including relevant production facilities. 
• Represented a U.S. packaged foods company in its acquisition of a confectionery as part of the first major privatization in Ukraine. 
• Represented a U.S. tobacco company in its privatization and acquisition of a cigarette factory. 
• Represented an Austrian construction and engineering firm in establishing a joint venture with the Kyiv municipal authorities for the construction and operation of a five-star hotel in Kyiv. 
• Represented a Scottish construction company in its involvement in several industrial and office real estate projects in Kyiv. 
• Represented a U.S. real estate investment company in its due diligence of, equity investments in, and loans to construction and real estate projects in Georgia and Ukraine, including its acquisition of a majority stake in a major office building in Kyiv. 
• Represented a European cable and satellite sports network in a trademark piracy matter in Ukraine. 
• Represented a U.S. company in its development and construction of a bank facility in Tver, Russia.

Financing Transactions 

• Represented various western banks in cross-border trade finance transactions with Ukrainian enterprises, including drafting of loan agreements, security agreements, assignments and other loan-related documentation. 
• Advised European Bank for Reconstruction and Development in connection with a $90 million financing of a gas compressor station and a gas pipeline; $200 million small and medium enterprise facility for business development; a $200 million energy efficiency facility also to Ukrainian businesses; $30 million financing of a glass bottling operations and a grant of credit lines (both secured and unsecured) to a number of Ukrainian banks. Currently advising EBRD in connection with a port infrastructure project.
• Represented International Finance Corporation in connection with the secured financing of a privatized shipyard; several secured financings of major Ukrainian bank; $100 million financing of Ukraine’s largest grocery store chain and purchase of a $30 million equity stake in a soy processing facility.

Project Finance

• Represented the winner of the first tender in negotiations of the production sharing agreement with the State of Ukraine for oil and gas exploration of the Black Sea shelf. 
• Represented several U.S., European and Ukrainian investors in connection with the development of bioethanol plants in Ukraine. 
• Represented several U.S. energy companies in connection with obtaining subsoil exploration, development and extraction rights.

Honors

Activities and Affiliations

Publications

Speeches and Events

A frequent public speaker in the United States and in Europe about Ukraine’s changing business and legal climate for over a decade, Ms. Johnson has promoted western investment in Ukraine at numerous international symposia and before U.S. government commissions and panels determining financial assistance to Ukraine in its post-Soviet era.