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 Central and Eastern Europe for almost 20 years.

Ms. Johnson focuses her practice on mergers and acquisitions, banking and finance, capital markets, energy and government relations.

Representative Matters

Mergers & Acquisitions/Corporate/Joint Ventures

• Represented Horizon Capital, regional private equity fund manager, in connection with an acquisition of a minority stake in Ciklum, a leading IT company based in Ukraine.
• Advised Gruma International Foods S.L., the largest manufacturer of corn flour in the world on the acquisition of Altera LLC and Altera-2 LLC in Ukraine.
• Advised Origin Enterprises, the leading agri-nutrition and food company, in connection with an acquisition of an agronomy, seed and agrochemical distribution company in Ukraine.
• 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 and obtaining necessary government approvals. 
• 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 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.

Energy

• Represented the AES Corporation in a sale of its interests in two Ukrainian power distribution companies, AES Kyivoblenergo and AES Rivneoblenergo, to VS Energy International.
• Advised Vanco International Ltd, the winner of the first tender to negotiate a production sharing agreement with the State of Ukraine, in connection with the negotiation and execution of a production sharing agreement for the exploration and production of the Black Sea continental shelf. This PSA covers 3.2 million acres (12,900 square kilometers) and the estimated investment is $20 billion.
• Advised OMV in connection with the potential negotiation of a Production Sharing Agreement with the State of Ukraine.
• Advised Chevron Exploration and Production on Ukrainian oil and gas legal environment, including regular procedures for acquiring rights to produce petroleum in Ukraine, as well as the specific regime established under the PSA Law.
• Represented Holcim in connection with a due-diligence of a Ukrainian mining company.
• Advised AES in connection with the merger of AES's two Ukrainian electricity distribution companies, and in connection with the due diligence of 5 other electricity distribution companies in Ukraine.
• Represented CSFB, leading investment bank, in connection with its role as advisor to the State Property Fund of Ukraine on the successful privatization by tender of six electricity distribution companies in Ukraine.
• Advised Star Energy, US-based oil & gas corporation, on the due-diligence and acquisition of three Ukrainian oil & gas exploration and production companies.

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.
• Represented 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.

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.