Facts and Figures

“The permanently increasing number of M&A deals and their increasing structuring complexity raises the level of those lawyers practicing in this field to be more or less certain that the number of deals will not fall significantly in the next year or two. Despite the lack of political stability (moreover, because of it) strategic foreign investors, foreign private equity funds, venture funds and individuals have accelerated the deal pressure in the M&A sector. They have done this by bringing a Western culture to M&A deals and, simultaneously, playing an educational role in Ukrainian transaction-making culture. Hence, local lawyers have become more and more accustomed to Western way of conducting M&A deals, aiming to offera full range of M&A related services to major players on the market and ha ving developed good skills in conducting ‘due diligence’, structuring deals and drafting transaction documents, which now quite rarely is a 2 or 3 page document, as was often the case earlier. The absence of principal legislative changes in this field contributed a great deal to the attainment of a substantial rise and stability in the M&A sphere, providing a short period of comfort for lawyers and M&A market players,” the managing partner of the Spenser & Kauffmann law firm, Valentin Zagariya, says. “As a general trend it should be noted that the vast majority of deals, transacted outside of Ukraine on a cross-border basis (even while dealing with purely Ukrainian assets), leaving Ukraine corporate law, currency and tax legislation to deal nothing with influence thereon had a very positive effect that promoted the speed and quality of deals. A lot of real estate deals have continued the practice of being structured as pure M&A deals due to tax reasons. To sum up, the Ukrainian legal community tries to do its best while servicing the M&A market and integrating the best Western traditions in everyday deal-making practice in Ukraine, demonstrating a stable and strong evolution and moving away from the ‘Soviet-era approach’ to new horizons of legal service quality in M&A”.

Sayenko Kharenko holds one of the leading positions in the Ukrainian M&A market, advising on various issues of crossborder M&A, including antitrust and tax planning, due diligence and providing advice on securities law. The firm’s attorneys have developed extensive expertise in M&A transactions in finance, metallurgy, telecommunications, electricity, oil and gas, food and other industry sectors. In 2007, Sayenko Kharenko provided full legal support to the sellers and buyers in the largest M&A transactions in Ukraine, including acting for the shareholders of Sandora in the sale of their controlling stake to PepsiCo, SigmaBleyzer in the sale of Volia Cable to Providence Equity Partners, Japan Tobacco in the acquisition of Gallaher Group and its Ukrainian subsidiaries, Evraz Group in the acquisition of a group of five metallurgy plants in Ukraine, Central European Media Enterprises on acquisition of control and restructuring of shareholding in Studio 1+1. It also represented Metalloinvest in its anticipated merger with the Industrial Union of Donbass. In 2007 the firm was especially active in M&A in the banking sector.

It represented leading international and Ukrainian banks in numerous closed and on-going transactions, including Commerzbank in the acquisition of Bank Forum, Piraeus Bank in the acquisition of International Commerce Bank, Société Générale S.A. in the acquisition of Donetsk-based Ikar Bank, and Ukrinbank in the sale of its shares to Bank Hapoalim. The firm’s M&A team has also advised on the Ukrainian law aspects of a number of successful foreign-toforeign transactions. Vladimir Sayenko, Michael Kharenko and Taras Pryhoda are highly recommended as the firm’s leading experts in M&A transactions.

Shevchenko Didkovskiy & Partners holds one of the leading positions on the Ukrainian M&A market. Its extensive experience is proved by the list of transactions: advice to Swedbank in its USD 735 million acquisition of a 99.99% shareholding in OJSC TAS-Kommerzbank and GETIN Holding SA in acquiring controlling equity in JSC Bank Prykarpattya; legal support to EDB in connection with acquisition of LLC Infopulse Ukraine and LLC Miratech Corporation. The M&A team advised a global soft drink manufacturer in a tender to acquire controlling equity in a large Ukrainian drinks maker, LLC Sandora, represented a Russian telecommunication company in a tender to acquire controlling equity in leading Ukrainian TV cable operator Volya Cable. Partners Armen Khachaturyan, Oleksiy Didkovskiy, Oleksandr Padalka, Vadym Samoylenko and Svitlana Poroschuk were all named top lawyers in M&A.

The Kiev office of Baker & McKenzie has gained a solid reputation in M&A practice and comes highly recommended. Addressing the practical points, the list of supported deals consists first and foremost of M&A in the banking sector: advising UniCredit Bank in the landmark merger by way of accession of HVB Bank Ukraine to UniCredit Bank; advising EFG Eurobank Ergasias S.A. in its acquisition of Universal Bank; advising Sberbank in its acquisition of Bank NRB; advising the owners of TAS-Kommerzbank on the sale of 100% of its shares to Swedbank; advised Bank Forum with respect to the sale of 60% + 1 share to Commerzbank. Serhiy Chorny and Ihor Olekhov lead M&A in the banking sector. In the other sectors M&A practice was marked by advice to PepsiAmericas, Inc and PepsiCo, Horizon Capital with respect to sale of its shares in Shostka City Milk Factory to French Fromageries Bel, as well as the owners of Regionproduct with the sale of 100% of its shares to NÖM International AG and Agroregion on the sale of 100% of its shares to East Capital. James Hitch, Mykola Stetsenko, Olyana Gordiyenko, Svaytoslav Sheremeta, Ihor Kitela and Olha Movchan are the main M&A lawyers.

Konnov & Sozanovsky is involved in M&A transactions requiring experienced guidance to address various legal and regulatory issues. The firm’s lawyers represent mid-cap and largecap companies in complex M&A transactions in Ukraine and internationally. The team works to resolve every type of transaction, including negotiated transactions, auction processes, hostile takeovers and tender offers. In 2007 the team, which consists of Sergei Konnov, Helen Popko, Yevgenia Derbal and Borys Lobovyk, provided comprehensive assistance in the acquisition by a foreign institutional investor of a Ukrainian retail business, conducted presale due diligence, developed purchase share agreements, agreements between shareholders, worked on developing and optimizing corporate structures, tax risks, mechanisms of corporate governance.

Experience gained by the Spenser & Kauffmann law firm in the field of M&A places the company among the strongest Ukrainian law firms. Focusing on this practice, this year its attorneys advised LLC Kviza-Trade (TM Velyka Kyshenya) on a cross-border acquisition of the biggest Moldovan retail chain, Green Hills Market. The firm also provided advice to Vicus Limited and PPF Investments on acquisition of 80% equity in a project related to development of an A-class warehouse facility in Ukraine and helped to restructure ownership relations in Delta Bank (Ukraine), a leader on the consumer finance market via transfer of 100% equity to Icon Private Equity Fund LP. The team, headed by top M&A lawyer Valentin Zagariya, includes Andrey Reun and Viktoria Ptashnik.

Within the framework of its M&A practice, the Kiev office of DLA Piper recently provided legal support to a foreign investment company regarding legal due diligence of more than 20 gas supply and distribution companies in Ukraine. DLA Piper Ukraine also advised Bel Group, a French cheese producer, in its purchase of the Shostka City Milk Factory, a well-known Ukrainian cheese producer. It also advised the shareholders of Vesko Insurance Company, Ukraine’s sixth largest property and accident insurer, on their sale of 99% of the company’s capital to French insurance company AXA SA and UkrSibbank, a subsidiary of BNP Paribas. Managing partner Margarita Karpenko and partner Oleksandr Kurdydyk are leading practitioners in the Kiev office.

International law firm Salans gave advice on a notable acquisition on the Ukrainian insurance market and represented AXA SA. Oleg Batyuk, Myron Rabij and Ihor Mehedynyuk represented this practice area.

M&A law practice is among Beiten Burkhardt’s core areas of expertise. Beiten Burkhardt has advised a major German bank in connection with a USD 600 million acquisition of a leading Ukrainian bank, including preparation and conducting of due diligence, drafting transaction documents and deal structuring, as well as advising in the negotiations and providing comprehensive support up through closing and filing with the National Bank of Ukraine and Antimonopoly Committee of Ukraine; assisted an Austrian bank on a restructuring process; a foreign institutional investor on a real estate acquisition, a foreign investor on purchase of a shopping mall in Kiev; a Swedish investment fund in its USD 13.2 million acquisition of an agricultural enterprise; an Austrian producer of milk products with respect to the USD 9 million acquisition of a Ukrainian enterprise. Felix Rackwitz and Bogdan Borovyk, who lead M&A projects, are well regarded in our survey. Vasil Kisil & Partners` top tier position in the Ukrainian M&A market is achieved through profound expertise of legal due diligence of Ukrainian targets, drafting and negotiation and transaction documentation and related regulatory approval procedures in financial services, industrial and agricultural sectors. Its M&A team led by partner Denis Lysenko supported and successfully closed a complex crossborder share-deal type acquisition of the Globus shopping mall (Kiev) by London & Regional Properties (UK), acquisitions of Factorial Bank (Kharkov) by SEB Group (Sweden), and a minority stake in Kredobank by PKO Bank S.A. (Poland) from the EBRD. The firm successfully represented Bigboard Group (Czech Republic) in a number of acquisitions of outdoor advertising businesses throughout Ukraine. Anna Babych and Polina Zagnitko are highly recommended associates in this field.

Magister & Partners are recognized in the field of corporate and M&A. Among recent highlights is M&A in the banking sector. The legal team led by Andrew Mac advised Erste Bank der sterreichischen Sparkassen AG in its USD 104 million acquisition of 100% of the share capital in Bank Prestige.

The lawyers team including Roman Drozhanskyy, Ihor Martsyn, and Volodymyr Belimov took part in the acquisition of the Lysychansk Soda plant (Lugansk Region). Volkov & Partners lawyers carried out legal due diligence and advised on the transaction scheme, including the legal and tax consequences. Volkov & Partners advised a major Russian machinebuilding corporation on acquisition of the Kharkov Tractor plant, one of the largest machine-building plants in Ukraine. It also advised Belvedere, a large French winemaking company, on the acquisition of a distillery in Cherkassy. The legal team, which included Andrey Karnaukhov, Ihor Martsyn and Zhanna Krekoten, advised Belvedere in the deal.

B.C.Toms & Co has advised banks, real estate investment fund regarding the fund’s acquisition of a Ukrainian corporate group, and obtaining approval of the Antimonopoly Committee of Ukraine for 10 company acquisitions in connection therewith. Bate Toms, Taras Dumych are highly reccommended.

M&A practice in the banking sector, so typical in 2007, was performed in Chadbourne & Parke deals, namely acquisition of Marine Transport Bank by Marfin Popular Bank and of Avtozazbank by Bank of Cyprus Group, in which it assisted buyers, and representation of Asnova Holding in its sale of a USD 100 million controlling stake in a chain of stores. Jaroslawa Johnson, the managing partner of the Kiev office, as well as Oksana Firsova, Dmytro Fedoruk, Olena Repkina, Anna Putintseva, represent the firm’s practice.

Last year was a significant one for expanding the M&A credentials of Ernst & Young. The team performed wide scope legal due diligence of a major heavy manufacturing conglomerate. Ernst & Young also helped clients from real estate, oil and gas, pharmaceuticals, energy, telecommunications and the media, and manufacturing industries. The services were especially demanded by banks considering investments in Ukraine. Pavlo Moroz, Albert Sych, Iryna Kalyta, Igor Chufarov, Tetyana Mykolenko and Yulia Logunova advise on various aspects of M&A.

KPMG in Ukraine provides national and multi-jurisdictional tax and legal due diligence for acquirers and vendors, identifying what the tax and legal exposure is on a deal and how it can be mitigated, advice on the tax consequences of acquisitions, in order to help design tax-efficient deal structures, an acquisition cost recovery service for companies that are planning or have just completed a transaction to assist in reducing the after-tax deal costs, post-transaction integration tax advice. Partners Rob Shantz and Sergey Popov exercise overall supervision of M&A projects in Ukraine. Among the recent successful projects of Gramatskiy & Partners in this particular field is the provision of legal assistance in the process of acquisition of the De-Vi group of companies by the Danfoss holding company. Alexander Kebkal is the key expert.

In 2007 the legal professionals of Zamorska & Partners provided comprehensive legal support to leading European banks and companies in significant M&A transactions relating to Ukraine, including: acquisition by a famous European financial institution of a Ukrainian real estate holding company and acquisition of a Ukrainian confectionary by a leading Swiss-Polish holding. The M&A assistance involved general legal consulting services, performance of legal and/ or tax due diligence, deal structuring, contracts drafting and other related support. Tatiana Zamorska, an ex-BIG Four senior manager, is regarded as a leading expert in the field of M&A.

M&A is one of the strongest practice areas in Lexwell & Partners. Its legal team has handled a variety of mergers and acquisitions in connection with many projects carried out by foreign investors in Ukraine. Andrey Kolupaev and Igor Nagai are the firm’s best known personalities. During 2007 the firm advised CRH in a number of M&A deals targeting acquisitions all over Ukraine, including the purchase of stone mills and quarries and handled due diligence, structuring and the contractual aspects of the deal.

Andriy Kravets & Partners has notable experience of business restructuring, performing legal due diligence, providing legal assistance in mergers and acquisitions of existing business entities. The firm provided a wide range of legal services to Nokia Corporation with respect to its merger with Siemens AG in Ukraine in 2007. Vladyslav Lyaskovskiy, Julia Samoylova and Ulyana Khromyak are the firm’s leading experts in merger and acquisition transactions. Partners Arthur Nitsevych and Olena Losevska of the International Law Offices as well as senior associates Ivan Movlyak and Artem Skorobogatov make up the team that supports transactions on mergers and acquisitions, sale and purchase of businesses through acquisition of corporate rights. The firm held several seminars and round tables on this topic and published several articles in the Ukrainian media and abroad.

M&A is one of the priority spheres of the practice of LEXFOR (member of Baltic Law Offices). Experience in this sphere includes legal advice in acquisition of Ukrainian companies by foreign investors, merger of companies, the compilation of due diligence reports, etc. Also, LEXFOR provides legal protection of client interests in corporate conflicts and protection of business from unfriendly acquisitions and raids using various legal techniques and mechanisms. This practice is managed by partner Yuriy Semenyuk. The Kiev office of Gide Loyrette Nouel, which grew substantially last year, is involved in many M&A projects in the fields of banking, insurance, agribusiness, real estate development, etc.

One of the most well-know law firms from Western Ukraine, Pavlenko, Statsenko & Osinchuk, advised JSC Concern Khlebprom as regards the acquisition of the Ecolan Group, and supported the USD 40 million merger of Krono-Invest Kharkov and Krono-Ukraine. Andrian Artsyshevsky, Ruslan Prytula and Andrij Kostuk all practice in the M&A area. Alexandrov & Partners has acknowledged M&A practice and advised agreements on the purchase of elevators and obtained permits from the Antimonopoly Committee of Ukraine for a foreign investor. Ruslana Muzichko and Yaroslav Yeremenko are the leading practitioners.

Grischenko & Partners law firm provides legal registration and support of company purchase and sale projects, company restructuring, real estate purchase and sale, title registration, protection of clients ownership titles. Dmitri Grischenko, Sergei Voitovich and Oleg Vysochinsky specialize in these types of transactions.

The lawyers of the Vronskiy, Vronskaya & Partners law firm dealt with a number of M&A projects and provided legal support in connection with the purchase and sale of a group of Ukrainian companies such as oil companies, an oil refinery, insurance companies and others. Anna Vronskaya and Julia Navrotskaya- Buzyun are recommended for M&A-related issues.

The expertise of Arzinger & Partners is aimed at legal support and securing all types of M&A transactions and protection from a number of dangers in this sphere, assisting in the purchase and sale of enterprises, corporate conflict resolution, various aspects of M&A transactions (debt restructuring, company restructuring, optimization of taxation, due diligence, etc). Five partners — Sergey Shklyar, Inna Laska, Anna Pogrebna, Timur Bondarev and Wolfram Rehbock — practice M&A.

Lavrynovych & Partners provides a full range of legal services on the M&A market. In 2007 the firm provided legal support on the purchase of more than 50% of shares in the Odessa Cognac Factory (TM Shustov) by Megapolis Trading House (TM Khortytsa), which had a transaction value of about USD 83 million, advised Kontinuum Group on the purchase of the Kherson oil refinery. Both partners Maksym Lavrynovych and Iryna Marushko specialize in these types of transactions.

Vadim Voloschenko, as Deloitte’s tax and legal partner, led Dmitriy Pavlenko in supporting an international M&A transaction in respect of the shares of a major Ukrainian manufacturer. The deal was concluded between Ukrainian sellers and foreign investors.

Both partners of Gvozdiy & Oberkovych attorneys at law, Valentyn Gvozdiy and Sergiy Oberkovych, were named during the poll. The firm reported on three deals involving acquisitions and two mergers.

Dmitrieva & Partners has significant experience in issues on registration, merger, division, liquidation of enterprises, and also develops a variety of anti-raiding actions aimed at protection of business, represent client interests in judicial disputes on corporate issues and in complex disputes between proprietors of corporate rights. The experts of Dmitrieva & Partners render services on registration of subjects of management of any kind and non-commercial objects — charitable and public organizations, condominiums, consumer societies, etc. Artur Lakhtarin is the company’s corporate lawyer.