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Artem NAUMOV|ILF Law Firm
There’s still the problem of the unregulated land market, which makes it difficult to plan long-term investment projects and manage land plots (due to the lack of guarantees for stable prices of such a plot, risk from dishonest competitors, or the purchase of lease rights to hinder other users). Around 7,000 attacks on farmers’ property take place in Ukraine every single year.
Thus, three areas remained relevant in the agricultural food market in 2017: protection of assets (harvest and land plots, protection from raiders, and registration of holdings), development of business in Ukraine (purchase of output, processing and storage assets) and entering foreign markets. From our experience, the portfolio of a legal counsel over the period studied has been developed according to this structure.
The first two areas relate to large and medium agribusiness, while foreign markets are for fast-growing medium and small companies. Niche producers of organic products (such as berries) are emerging on the market capable of competing abroad in terms of quality. Agro-holdings (such as Svarog or AgroGeneration) support such businesses through cooperatives or CSR projects. Companies usually implement these projects
using internal resources, without involving external legal consultants.
The medium segment of the market seeks to capitalize on the initially raw materials based business (production and export of agricultural products), adding processing and logistics. This requires a lot of investment for any one company, which prompts them to work together in clusters. Thus, in the last year 20 producers, processors and service providers established the first Ukrainian cluster — AgroFoodcluster Kharkiv, with support from the Germany Advisory Group. Its task is to develop value added chains, create high-margin branded regional products and enter European markets with them. This is only the formation of a competitive agro-food market, and the role of lawyers here is not limited to structuring business in Ukraine and abroad and to foreign trade contracts.
This year agro-food importers-exporters have also encountered the global trend of combating money laundering as well as BEPS requirements. The first effect of global changes was the refusal of foreign partners and banks to work with offshore companies and companies not actually present in the country of registration, as well as the closing of several European banks. As a result, a boom in international tax planning and business structuring is expected next year, as well as projects related to cryptocurrencies, which is already being used in farmers’ deals.
Law Offices of OMP is a well-versed national counsel developing its offering to be a full service firm for agribusiness. The firm has a remarkable track record advising agricultural holdings and private landowners. OMP is customarily among the most active legal counsels for M&A projects in the sector, also rendering advice on corporate, commercial, tax, land law. The firm commands a booming litigation practice and is rapidly enhancing its GR efforts. In particular, the firm advises Corporate Security Service by the Ukrainian Agri Council onprotection against illegal seizures of agricultural companies in various regions of the country. The firm also provides a software service for an agribusiness called Nashe Pole. Clients include Agro-Region Group,Cygnet Holding, Dedov, Novagro, Cargill, Glencore, HarvEast Holding, APK Agro holding, Zhytomyr-Agro-Invest LLC, Goscha-Milk LLC, Selkhozproduct Group, Favoryt Agro. The sizeable team has four dedicated partners on board: Mykola Orlov, Kyryll Levterov, Igor Ogorodniychuk and Yaroslav Sverdlichenko.
Alexandrov & Partners is a domestic firm known for long-lasting dedication to the agrarian sector. The firm is especially referred on assets restructuring, tax, land law advice. This last year the firm advised one of the leading Ukrainian group of fruit companies on entering European markets, and advised a Ukrainian holding on restructuring issues. The firm has enriched its client profile with international clients. Partners Dmytro Alexandrov and Oksana Kryzhanivska are both well-known names on the market.
Sayenko Kharenko has a multidisciplinary agricultural team consisting of practitioners from key practice areas with experience of the agro sector. The firm is known for substantial regulatory and transactional strength, as well as international arbitration, cross-border and domestic litigation matters, international trade projects. In 2017 the firm advised Slavuta Malt Plan, a member of Souflett Group, one of the largest agricultural trading houses, on cancelling special sanctions applied in Ukraine; advised a Ukrainian agricultural company on TP issues in the process of intra-group restructuring; acted as a Ukrainian legal counsel on obtaining merger clearance for the acquisition of the sugar beets business of DLF Seeds by Syngenta. The practice team develops a sector specific offering related to food labeling, commodities trading, regulatory and compliance, tax, IP, employment, environmental and real estate issues, as well as projects tied to sector infrastructure. The strong capital markets team led by partner Nazar Chernyavsky is present across the largest projects in this sector and, in particular, acted for lenders in Eurobond issues of Kernel and MHP. Counsel Andrew Zablotsky leads the group, and develops sector specific GR and infrastructure areas, at the same time retaining a commitment to international trade projects.
Baker McKenzie is particularly regarded for its exceptionally strong M&A, banking and finance, real estate, tax, competition practices. The global network of offices ensures seamless multi-jurisdictional advice. The firm is traditionally hired to counsel large agricultural transactions involving both land banks and processing facilities. For example, the team led by Viacheslav Yakymchuk advised Greenyard on the acquisition of Mykogen, a leading manufacturer of modern mushroom growing grounds; advised management of Ukrainian Agrarian Investments large-scale farming business on the sale of a minority stake to Kernel Holding S.A. The competition practice group led by Oksana Simonova carried out significant merger control projects. For example, it represented Monsanto Company in a merger control filing relating to its global merger with Bayer AG. The strong banking practice team regularly acts for international financial institutions on their finance transactions in agriculture. There are other focused partners across their primary practice areas: Lina Nemchenko (real estate and construction), Hennadiy Voytsitskyi (tax), Ihor Siusel (commercial, product liability and bankruptcy disputes). Corporate and M&A partner Vyacheslav Yakymchuk leads the agricultural industry group.
The multidisciplinary practice of Asters renders advice on high level transactions and operational activity of its diverse portfolio of clients. The team is recognized for its strong record of financing and, most recently, restructuring mandates, corporate matters and antitrust work. Asters advises Monsanto on various issues of Ukrainian corporate law; and provided full support to ED&F Man Holdings regarding its tolling transaction, and advised on issuing of a customs guarantee by Ukrgasbank, in favor of the State Fiscal Service for ED&F Man. Having established relations with international financial institutions, the firm is regularly present in significant financing mandates involving agrarian companies. Most recently Asters acted as a counsel toIFC in connection with a loan of up to USD 120 million to Nibulon, one of the largest Ukrainian grain and oilseeds originators and exporters. Lead partners across projects are Alexey Khomyakov, Iryna Pokanay and Oleksiy Demyanenko.
AEQUO agro team advises on a range of high stake transactions, especially related to land bank expansions, as well as asset deals of industry property purchase and sale, corporate and competition issues, commercial matters, intellectual property, structuring export transactions, and financing. The firm boosted its client portfolio with leading local and global strategic players in the sector, as well as private equity investors, production companies, crop traders and processors, lenders and borrowers. The team, as guided by managing partner Denis Lysenko, was a legal counsel to Epicentr K in its recent acquisitions. This past year it worked in the Antimonopoly Committee in connection with acquisition of a number of Glencore International AG subsidiaries active in agribusiness; and obtaining Ukrainian merger clearance in connection with the acquisition of Agroholding 2012. Bunge, another consistent client, has received advice on the sale and purchase of an elevator and its equipment. Corporate partner Anna Babych regularly handles M&A and corporate structuring mandates. Banking and finance partner Yulia Kyrpa constantly advises on financing agrarian borrowers. The competition team, as led by counsel Sergey Denisenko, advised Koninklijke Bunge B.V. on competition compliance issues, including investigation on the market of sunflower oil, and merger clearance for establishing a joint venture with Maicerias Espanolas, S.A. (DACSA Group). Structuring cross-border trade is a vivid feature of practice in 2017. AEQUO advised a leading global grain and oilseed trader on quality issues regarding supplied sunflower oil as well as a proper set of permit documents for the export of oil to the EU. Oleksandr Tereshchenko is noted for his trade expertise.
AGA Partners1 is a highly specialized firm in dispute resolution in the agrarian sector, strongly positioned in commodities trade and international arbitration. The firm accumulated remarkable clientele from among the biggest national agriholdings (Astarta, Myronivsky Hliboproduct, Spike Trade) and transnational holdings (ADM, COFCO Agri, Syngenta, Crytek). In the past year the firm resolved a substantial amount of pre-arbitration disputes that arose from contracts governed by English law. The team represents Agroprosperis in a GAFTA dispute that has arisen out of a contract for the delivery of wheat to South Asia; represents Kazansky Oil Extraction Plant in a dispute in FOSFA arbitration regarding a contract on the delivery of goods. The team’s major highlight is its victory in a precedent-setting case that involved a politically-motivated ban on the export of Ukrainian goods to Russia, specifically concerning a USD 50 million contract. Dedicated partners are vivid practitioners in arbitration circles. Ivan Kasynyuk has been highly active on the market in the last few years, while Irina Moroz is noted across significant cases tackled by the team. Renowned managing partner Aminat Suleymanova splits her time between arbitration and private clients, family law.
ARBITRADE is recognized for its strongposition in commodities arbitration and structuring complex transactions on transshipment of tropical group oils, sale and purchase of soft commodities. The firm is closely involved with the activity of GAFTA, while Yuliya Chernykh, of сounsel, is Ukraine’s representative on the International Contract Policy Committee. In 2017 the firm successfully conducted a number of arbitrations for its clients at GAFTA. The firm obtained a positive award at the appellate instance of GAFTA in a high value case where its team represented the State Food and Grain Corporation of Ukraine. The firm regularly advises long-standing client EFKO-Trade LLC (Russia) on various matters related to agricultural trade. After the move of Yuliya Chernykh of counsel, Pavlo Trytenichenko is now the practice head. Andriy Shulga and Anastasiya Grenyuk work across projects.
Arzinger is known on the market for following an industry-wise approach, and developed long-term experience in the agricultural sector. The core practices of the full-service firm are constantly involved in advising activity in the sector, extending to corporate and M&A, as well as corporate restructuring, financing and debt restructuring, antitrust and competition investigations, tax, broad-based disputes and white-collar defense. The banking team is very active on trade and debt financing, restructuring and insolvency projects in the agrarian sector, acting predominantly on the lenders’ side. These include Mriya Agro Holding, one of the largest ongoing debt restructurings in the sector. The team’s diverse litigation caseload includes tax, debt recovery, commercial, enforcement. In particular, the team represents the interests of Archer Daniels Midland, a subsidiary of a large international agricultural holding, in a series of tax disputes appealing against tax notifications-decisions. Another representation of this client included eight commercial disputes against a group of Ukrainian companies, former custodians, buyers and surveyors. The firm possesses regulatory expertise spanning across environmental protection, state regulation, land use. All of Arzinger’s partners lead projects across their core areas of practice. Oleksander Plotnikov, banking and finance partner, took over supervision on the industry practice group.
AVELLUM is known for counseling major Ukrainian agrarian holdings on their Eurobonds issues, cross-border financing, and handling big ticket M&A deals involving land bank expansion by key market players. In 2017 benchmark Eurobonds of Kernel and MHP were supported by the team on the borrowers’ side. The corporate practice advised longstanding client Kernel Holding S.A. on several acquisitions of farming businesses; advised ILTA Commodities S.A., a worldwide integrated agribusiness company, on acquisition of the agricultural business in Ukraine. The firm’s recent focus takes in comprehensive investment projects, where tax, real estate, corporate, antitrust practitioners are involved. Another notable area of recent activity is sector-related infrastructure. The cross-practice team is guided by partners Mykola Stetsenko, Glib Bondar, Yuriy Nechayev.
The Kyiv office of Dentons is consistently involved in advising agribusiness financing, asset and share acquisitions, debt and corporate restructurings, as well as commercial and regulatory matters. Other areas of expertise cover biofuel and environmental issues. The firm acts as a transaction counsel of COFCO Agri Ukraine in connection with construction of a transshipment complex for grains and oilseeds and their products at Mykolayiv seaport. A long-lasting project in the sector over the last few years has been advising CRI Group Limited on debt and corporate restructuring of Mriya Agro Holding. Ihor Mehedynyuk and Volodymyr Monastyrskyy are lead partners across projects involving agrarian clients.
Eterna Law is full-service firm with its own network of offices. The team was initially known for its strong dedication to international arbitration. The team acts for producers and traders in arbitration cases in GAFTA, FOSFA and LMAA, and in cross-border disputes, including corporate and commercial disputes. Corporate and tax practices retains projects of clients in other jurisdictions, rendering legal offerings in Russian and European markets. Disclosable clients include Artis-Agro Export, EFKO, Ukrenergy Trade, Bunge. Eugene Blinov, partner, heads the practice, and is primarily involved in international arbitration.
ILF Law Firm stands out for consistent practice advising agrarian producers and processors. The industry-dedicated team consists of practitioners from different practice areas. This past year the focus was on the area of business structuring in Ukraine and abroad for the purpose of entering foreign markets, as well as disposal and lease of land plots. Other prominent work included comprehensive support of industrial assets purchase and business expansion, M&A and related regulatory and tax. ILF renders legal advice to consistent client BASF in its export transactions, use of agrarian receipts, contractual matters and debt recovery. The major recent highlight is a pilot Ukrainian-German project establishing and protecting AgroFood Cluster Kharkiv, which brings together producers, processers and operators of related areas. Some publishable clients are business association AgTech Ukraine, organic agricultural producer Unitek, Panorama-Agro, large regional exporter Paritet-Agro, international holding COFCO Agri Ukraine. The lead partner of the multidisciplinary team is Artem Naumov.
Ilyashev & Partners boosted its practice with advisory and transaction instructions, supporting construction, purchase and sale of agrarian property, notably elevators, land plots, industrial facilities. Traditionally the firm is a national leader for litigation and bankruptcy work, and is regularly retained for debt recovery matters and property disputes, loss recovery, corporate disputes and criminal proceedings. Sound representation of the past years has involved support in the bankruptcy of agro-industrial company Creative Group. The multidisciplinary workflow utilizes different areas. For example, advising American Seed Trade Association on IP protection of seed producers in Ukraine; acting for Nidera Agrocomercial S.A. for cancellation of special sanctions of individual licensing of foreign economic activity. The firm is instructed by a variety of known names, such as СOFCO Agri Ukraine, OLAM Ukraine, Danone, RONLY, Agrotrade Group, Safa for Export and Import; with the recent addition of a number of foreign clients — Al Ghurair Investment (UAE), A.G. ANKOR International (Israel), Rotam Agrochemical Company (China), American Seed Trade Association, Agrocomercial S.A. (Spain). Mikhail Ilyashev is lead partner.
IMG Partners is known for strong presence in the agrarian sphere and its domestic client base. The firm is noted for supporting land bank expansions, land and property disputes, debt recovery matters and strong bankruptcy record. Ihor Melnyk and Mykola Struts, partners, are the main contacts.
The team of INTEGRITES commands accomplished expertise across a variety of agribusiness mandates, regularly retained to handle development and improvement of contracts applying GAFTA/FOSFA rules, transactions in support of investment projects, land law, as well as GR. The firm has a rapidly developing commodities practice, as led by its London-based partner Ivanna Dorichenko, and notably handled advising and assisting the State Food and Grain Corporation of Ukraine in the resolution of a trade dispute with UK buyers and Indian/Pakistani receivers due to allegations of inferior quality of shipped cargo. A feature of recent work in the industry is disputes. For example, the firm represented Allseeds in a mediation procedure in the dispute between Allseeds Black Sea and Odessa Regional State Administration regarding allocation of the land for construction of a harbor and access route to an oil seed factory. The international arbitration team headed by partner Olena Perepelynska is constantly present in cross-border disputes and arbitrations. The banking and finance practice, as led by Vsevolod Volkov, has a strong following of foreign banks that instruct the team for financing and restructuring mandates, debt recovery and insolvency matters evolving agrarian borrowers. Selected clients are ADM, Astarta, NF Trading, Allseeds, Rikon Group, Agrogeneration, Agrodar, Rostok Holding, Kivshovata Agro, KSG Agro, Buehler AG. In late 2017 the team was strengthened with the arrival of Victoria Melnychenko (previously worked in-house) as head of agro and food and compliance practice.
Throughout the past two years Redcliffe Partners has developed into a full-service law firm with agrisector coverage. Its team is present in high-value M&A, corporate and contract law mandates, tax, compliance and IP matters. The strong finance team represents the bulk of lenders in major cross-border lending and refinancing transactions, which were aimed in the main at enhancing agribusiness production facilities and developing new infrastructure for top agribusiness operators. The firm also advised agrochemical corporations on certain regulatory issues regarding acquiring permits for sale/import of vegetable seeds and crop protection products and implementation of anti-counterfeit measures, respectively. Two partners, Dmytro Fedoruk and Olexiy Soshenko, lead the work in the agrarian sector. This past year hires of counsels resulted in completion of the cross-practice team, including Anastasia Usova (antitrust), Oleksandr Markov (tax), Daria Valyavska (IP), Svitlana Teush (real estate, construction).
CMS Cameron McKenna Nabarro Olswang is noted for transaction advice, often preferred for financing, M&A, commercial and competition issues. The Kyiv team has recently been vividly present in port and municipal infrastructure projects. Among them is advising MV Cargo on its USD 100 million joint venture with Cargill for the construction of a new grain terminal in Yuzhniy port on the Black Sea; advising on a loan to Brooklyn-Kyiv LLC for the purposes of construction of a grain transshipment complex to be located in Odessa Port. The team has established relations with banks, and acted for Deutsche Bank and Eksport Kredit Fonden (EKF, the Danish ECA) in respect of insolvency and restructuring matters related to financing provided to 4 SPVs connected to Mriya Agro Holding Public Limited. The lead partners are Olga Belyakova (corporate and competition) and Bucharest-based banking and international finance partner Simon Dayes.
Historically EY Ukraine is a port of choice for many big market players seeking ongoing advisory, structuring and restructuring, and transaction support. The team has an offering of tax, legal, financial and corporate finance service lines. EY advised MK Group, a large international diversified holding, on the sale of Agro Invest Ukraine, its Ukrainian agricultural business, to Kernel; provided pre-transaction legal support to a Ukrainian beverage producer in connection with the methodology of legal analysis of legal issues related to property rights to land plots. The key contacts are Albert Sych and Igor Chufarov, and Bogdan Malnev, senior associate.
Instructions to full-service firm Vasil Kisil & Partners come for land, corporate and contract law advice, and also other services from tax, intellectual property and labor law. The firm maintains a strong litigation team, and represented information trade house — LS, national agricultural producer in dispute with Ukrainian group of agricultural companies regarding return of property, debt and damages recovery. Renowned for proficient tax litigation work, the firm acts for Kontrakt Plus, a Ukrainian agricultural company in a dispute with the tax authorities regarding alleged increases in tax credit. The key practitioners involved are partners Volodymyr Igonin (corporate), Oleg Kachmar (dispute resolution) and senior associate Tetyana Berezhna (tax).
LCF Law Group is particularly known for its strong litigation focus which operates across agriculture and food industry. The mainstay of the team was in the area of dispute resolution. For instance, the recent highlight is representing Mriya Agro Holding in a variety of litigations with its lenders and debt recovery from its counteragents, bankruptcy proceedings. The firm’s portfolio includes tax and corporate disputes too. Anna Ogrenchuk, managing partner, is the key figure. Olena Volyanska, Yulia Lukoshkina, Denys Sperov, Yuriy Didenko are senior team members.
Gramatskiy & Partners deepens its sector specific offering with niche expertise in livestock and crop farming, production and distribution of agrochemicals, processing, logistics and agricultural export. The firm recently led projects in organic production, safety issues, quality control and implementation of biotechnologies, certification of warehouse. The firm traditionally advises on agricultural land use, purchase of agricultural machinery for leasing, legal support for producers, processors, agro-traders; and support M&A of companies owning land banks. The team represented Samurai LLC inattracting export financing for the entry of Ukrainian agricultural producers onto the European market and the markets of the Middle East, China; developed legal schemes for international trade; advised Global Grain LLC on privatization of state and municipal property in the agro-industrial complex. Mykola Voitovich supervises this dimension of work.
GOLAW is noted for general sector related contractual matters, and representation in tax controversies. The firm’s recent scope of work for agrarian clients includes supply and commercial contracts, employment issues and tax litigation. The firm advises Syngenta, a global Swiss agribusiness that produces agrochemicals and seeds, regarding enforcement of pledge under agrarian receipts, as well as the most effective use of this new financial instrument. Some other representative clients are Himagro, Cargill, Tradeservice, Agro Core, Shekolan. Sergiy Oberkovych oversees advisory work, while Valentyn Gvozdiy is known for his broad tax advisory and litigation practices.
The Odessa-based ANK Law Office is seen vividly in landmark projects on port infrastructure. The firm is constantly preferred by grain traders, operators of grain terminals, silos, shipowners, maritime agents and freight forwarders regarding the issues connected with grain trade, freight forwarding and export of grain and oilseeds products. In one recent highlight the firm gave legal support to LLC Vector Oil Trade within a project on the reconstruction and modernization of grain silos in Vinnytsya Region. Some recent clients include Vector Oil Trade, Olimpex Coupe International, Ferko, KERNEL, Risoil Group of Companies, WILMAR Group of Companies, Kalush Mill of Cereal Products. The projects within the practice are led by Alexander Kifak, Artyom Volkov and Dmytro Kolodiazhny.
Jurline, the regional law firm based in Odessa, arranges contractual support of the activities of agro-industrial and food industry enterprises, advises on consumer protection, food safety and quality, antimonopoly and litigation. The major highlight is sale of the complex for storage and transportation of industrial gases and equipment for the production of industrial gases. The firm has an established clientele of wineries, offering full-circle legal support, including licensing the production and sale of wine products, taxation, rent of integral property complexes of wineries, contractual and competition issues. Clients include TIS-Grain Ltd, PJSC Odesawinprom (TM Frantsuzky Bulevar), LLC PTK Shabo (TM Shabo), LLC Izmail Winery. Volodymyr Zubar is the main contact.
Jurvneshservice,a domestic law firm established in 1987, has a long history on the market. The firm gained a formidable portfolio of clients in the sector, including Farming Company Rubezhivska, Rinekant Agro and New World Grain Ukraine (Soufflet Group). The practice, as guided by partner Dmytro Salatiuk, includes support in everyday operations, and litigation cases regarding validity and performance of contracts, tax and regulatory disputes, land issues (purchase, rent, and agreements registration). Anna Tsirat advises on contract law and heads tax litigation.
KM Partners is a preferred legal counsel for tax work, and is experienced in assisting both domestic and international sector players. The team is primarily known for its successful tax litigation track record. Another area of focus includes structuring contractual relations, certification, land matters. The firm is visible in supporting foreign investments coming into the infrastructure and agrarian sector. Alexander Minin, the firm’s senior partner,is constantly praised for his unrivalled tax expertise.
ARIO Law Firm is primarily known for support in insolvency procedures and bankruptcies. Its team often represents borrowers, and has a number of significant cases for agrarian clients. The firm represents Terra Food Ltd in its restructuring cases with a series of banks, and acts for Belotserkovsky Dairy Plant in litigations revolving around debt recovery. Julian Khorunzhyi, senior partner, is the main contact.
1 As of July 2018, the firm has merged with AVELLUM.
- Dmytro Alexandrov (Alexandrov & Partners)
- Eugene Blinov (Eterna Law)
- Ivanna Dorichenko (INTEGRITES)
- Ivan Kasynyuk (AGA Partners)
- Alexey Khomyakov (Asters)
- Oksana Kryzhanivska (Alexandrov & Partners)
- Kyryll Levterov (Law Offices of OMP)
- Denis Lysenko (AEQUO)
- Ihor Mehedynyuk (Dentons)
- Ihor Melnyk (IMG Partners)
- Alexander Minin (KM Partners)
- Irina Moroz (AGA Partners)
- Artem Naumov (ILF Law Firm)
- Igor Ogorodniychuk (Law Offices of OMP)
- Mykola Orlov (Law Offices of OMP)
- Aminat Suleymanova (AGA Partners)
- Vyacheslav Yakymchuk (Baker McKenzie)
- Andrew Zablotskyi (Sayenko Kharenko)