Rules Changed
It is no secret that the negative effect of the world economic crisis caused a general reduction in activity on the securities and stock market. À number of disputes were resolved on the securities market in 2009 and are also expected in 2010. According to Oleksandra Pavlenko, partner of Pavlenko & Poberezhnyuk law group, this is connected with the innovations of the On Joint-Stock Companies Act of Ukraine, in particular with: enlargement of shareholders’ rights, new system of corporate management of joint-stock company, introduction of the strictly regulated procedure of exercising of the senior right of share purchase, new voting procedure at the shareholders meeting, new order of convocation and holding of the annual shareholders meeting, new rules on acquisition of considerable and controlling shareholdings in a joint-stock company, mandatory redemption of joint-stock company shares. The new Act changed the infrastructure of the stock market and the interrelations between its participants and, accordingly, property rights registrars are no longer participants of these interrelations. In such a way, new concepts, including the list of shareholders, who are permitted to vote, have been introduced. Naturally one of the litigation perspectives is inclusion in (exclusion from) this list and confirmation of the right to vote and to be permitted to take part in the meeting.
Baker & McKenzie was heavily involved in restructuring on the debt capital markets and continues to retain leading positions during the poll. It counseled XXI Century Investments Public Limited on the restructuring of its USD 175 million Guaranteed Secured Notes due 2010 (renamed USD 175 million Variable Rate Guaranteed Secured Notes due 2010/2014). The team is known for partner Glib Bondar, whose emphasis is on debt capital markets. Another highlight of the past year is advising a London-based international bank in connection with the restructuring of financial obligations of Naftogaz of Ukraine with respect to USD 500 million Eurobonds issued on international capital markets was provided under the leadership of partner Serhiy Chorny leadership, known for his many years of experience in the banking field.
Sayenko Kharenko has a long successful track record of advising on the most complex transactions involving debt and equity securities during the last couple of years and the firm is now regularly engaged in restructuring distressed capital markets assets. In 2009 the firm’s stellar team acted on the country’s largest securities debt restructurings on the market, including the USD 1.595 billion restructuring of Naftogaz of Ukraine external debt, organized by Credit Suisse; USD 1 billion restructuring of Alfa-Bank Eurobonds, organized by HSBC and UBS; USD 200 million repurchase of Interpipe’s outstanding Eurobonds, organized by the Royal Bank of Scotland; USD 175 million restructuring of XXI Century Investments Public Limited Eurobonds, organized by Renaissance Capital.
Sayenko Kharenko is currently working on a number of projects in the metallurgy, oil & gas, banking and retail industries involving the restructuring of international financial instruments for a total amount of over USD 4 billion. Despite the fact that international financial markets are tumbling, in 2009 the firm represented clients on several large debt capital markets transactions. In particular, VTB Capital on USD 789 million Eurobond placement by VTB-Leasing; Bank of America N.A., BNP Paribas, Deutsche Bank on the USD 290 million Eurobond placement by Central European Media Enterprises (CME) Eurobond. Partner Michael Kharenko is highly regarded by colleagues. Denis Serdyuk, Vladimir Sayenko and Nazar Chernyavsky make up one of the strongest team’s in the country.
The Asters securities group is highly experienced in various types of transactions, including transactions on equity and debt capital markets, such as bond issues and IPOs, as well as OTC securities sales and purchases and pledges. The firm’s team is headed by Armen Khachaturyan, Vadym Samoilenko, Iryna Pokanay and Svitlana Poroschuk, all of whom are highly regarded practitioners in this practice. In 2009 the firm advised Vetropack Holding AG on various issues of corporate and securities law in connection with a UAH 40 million share issue by its Ukrainian subsidiary, Vetropack Gostomel; Swedbank AB on the UAH 2.159 billion capital increase in JSC Swedbank; a major Central European energy company on various issues of corporate and securities law in connection with a share issue by its Ukrainian subsidiary; a leading international agricultural group in connection with the anticipated IPO on the London Stock Exchange and Lithuanian Stock Exchange, including due diligence of a major Ukrainian manufacturer of mineral fertilizers and grain-crop producers; a Ukrainian insurance company in connection with the anticipated contemplated private placement transaction by one of its subsidiaries. Asters also represented the EBRD in five secured lending transactions, including share pledges in the total amount of approximately USD 180 million.
The lawyers of Magisters enjoy well-established reputations and assist clients in their local and international bond issues, including corporate bond markets issues, public offerings on the domestic and international capital markets and securitization in an increasing range of asset classes. As adviser to the Ministry of Finance of Ukraine on external debt, Magisters has acted on every Eurobond issued by Ukraine and all state-guaranteed borrowings since 2001. The past year was marked with the representation of Ukrainian borrowers on restructuring of their debt participation notes. Magisters acted as an adviser to NJSC Naftogaz of Ukraine in the course of restructuring its external debt and worked on restructuring Alfa-Bank’s Eurobond issue. Partner Olga Khoroshylova is head of the Kiev capital markets, banking and finance group, manages the majority of mentioned work and was noted by colleagues.
In 2009 Vasil Kisil & Partners advised a group of foreign investors in the acquisition of IMG International Holding company — a licensed securities broker, including performance of a legal due diligence of the target and providing a comprehensive advise on its compliance with Ukrainian securities legislation. The firm’s securities team also provided comprehensive support to SEB Bank — Ukrainian subsidiary of Skandinaviska Enskilda Banken AB (Sweden) in its share issue according to the new procedure prescribed by the joint-stock companies law in the amount of UAH 150 million. The recent highlight also includes advising a number of bond issuers on restructuring their debt obligations to bondholders. Denis Lysenko, partner, Yulia Kyrpa, Anna Babych and Natalia Dotsenko-Belous, senior associates, are the firm’s leading practitioners in the field of securities.
Andriy Kravets & Partners law firm has built a strong reputation in capital markets and securities transactions. In 2009 the firm’s lawyers were involved in a number of significant securities transactions with respect to debt and equity securities, share issues and share placements. In particular, the firm advised Interpipe, one of the biggest investment and industrial Ukrainian groups, on certain issues of Ukrainian banking and finance law in connection with introduction of changes to transaction documentation regarding the earlier handled USD 200 million Eurobond issue, and TRANSINVEST Holding AG in re-registration of inscribed securities. Andriy Kravets, Julia Samoylova and Daria Volkova are the firm’s recommended practitioners for securities transactions.
Peterka & Partners provided comprehensive legal advisory services to Shostkinskiy miskmolkombinat, a member of the French Groupe Bel, a leader in production of cheese and other milk products, on its restructuring in the light of the new Ukrainian Joint-Stock Companies Act. Alexander Poels put special onus on securities issues during process maintenance.
Alexandrov & Partners recently demonstrated great results in providing legal support to a client regarding a sale and purchase agreement of shares to the sum of approximately USD 2 million as well as consulting regarding a sale and purchase agreement of shares to the sum of USD 20 million. Ruslana Muzychko, Oleg Kudryavtsev, Anatoliy Kybalnyk and Ievgen Ilarionov are key practitioners in the securities practice.
Odessa-based Jurline focused on extension in protest of bills for a number of companies. Tatiana Vikhrova and Antonina Shargorodskaya are the main practitioners of Jurline in this field, which was also engaged in the sale of the Odesavinprom and Ukragro companies.
Mykola Dolenko, partner and head of the banking and finance practice at the fast-growing KPD Consulting law firm handled advising Bank Austria Creditanstalt AG on share registration issues.
Lexwell & Partners is strongly focused on corporate practice. In 2009 the major issue in securities advice was assisting in a share issue by Podolskij Czement. Andrei Kolupaev and Igor Nagai managed the procedure.
Deloitte in Kiev was engaged in providing legal support of shares sale and purchase transactions and providing tax and legal advice on transactions related to the sale and purchase of shares with a view to transfer pricing rules. In 2009 the firm’s practicing lawyers, namely: Andriy Servetnyk, Ilya Soykis, Dmytro Pavlenko, Oleksiy Katasonov, Natalia Rudenko and Volodymyr Kutsenko immobilized the shares of an open joint-stock company and ensured further acquisition thereof by a foreign investor.
INTEGRITES securities team, numbering key specialists Oleksandr Aleksyeyenko and Artur Alovyy, advised clients on regulatory issues and circulation of securities and corporate bonds.
Anna Ogrenchuk, a major professional with LCF Law Group, handled a case related to identifying the rightfulness of an asset management company holding bank shares. As a result, claim requirements were satisfied by the judgment of a commercial court.
Voropayev & Partners’ team specializes in securities trading, sale and purchase of debt and equity securities and corporate rights, Securities and Stock Market State Commission and stock exchange regulation and compliance and licensing on the stock market.