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Aleksandra FEDOTOVA|ADER HABER
Agricultural companies paid over UAH 47.5 billion (including VAT) in taxes. The gross grain harvest set a record of 70.1 million tons. More than 3.8 hectares of new plantations of gardens were laid. More than 500 farms were created, alongside the commissioning of 52 livestock farms costing a total of UAH 1.2 billion.
Talking of major transactions in 2018, the purchase of the Mriya Agro Нolding and opening of the Agrocorp office in Kyiv are worth mentioning. One of the key directions of agricultural expansion has become construction of infrastructure (factories, elevators, marine terminals).
2018 also resulted in the adoption of a number of landmark normative legal acts, inter alia: law which defines the basis for the production and sale of organic products; law which once again extended the moratorium on the sale of agricultural land; deregulation of the sugar industry; law regarding the resolution of the issue of collective ownership of land, the improvement of land use rules in land masses (in the context of fighting “chessboard land blocking” — when small land plots are embedded in large land areas preventing land from being used effectively, the use of forest belts, undivided land/unclaimed land).
In addition, the process of transferring state-owned land outside of localities from the StateGeoCadastre to unified territorial communities began on 1 February 2018. At the end of the year, about 1.5 million hectares of agricultural land outside of localities were transferred from the state to communal ownership by 662 united territorial communities.
Active use of innovative IT-products and the beginning of small-scale privatization of state-owned agricultural enterprises should also be mentioned among the trends of 2018. It is also worth noting that in December 2018, ARMA (Asset Recovery and Management Agency) held the first tender on selection of a management company to manage corporate rights of an agricultural holding with a land bank of over 60,000 hectares.
The above-mentioned circumstances have become the essential part of requests by clients for legal services from law firms.
There is a certain shortage of high-quality land banks offered for sale. In connection with this, raider attacks on the land bank of clients have increased, which forms a request for the products of “prevention” and “protection” of assets, as well as support in litigation (in particular, disputes on the violation of the pre-emptive right to renew a land lease agreement still remain relevant). Clients are buying companies owning a medium and small land bank more often, actively investing in the construction of new plants and elevators. Privatization of agricultural enterprises and support of participation in tenders for assets management held by ARMA are becoming more requested, alongside the use of forest belts and fight against “chessboard land blocking”, which are facilitated by the new legislative framework. Another trend is presented by construction of biogas plants that process waste from the production of agricultural products, aimed not only at providing energy for their own production but also selling electricity to the green tariff.
The amalgamated team of AVELLUM (the firm merged with AGA Partners in June 2018) has a long-standing presence on the agribusiness market, advising an absolute majority of the largest agriholdings in the country. In addition to the market-leading practice of M&A/corporate, capital markets and financing, the firm now has at its disposal a top team for international trade and commodities arbitration. In 2018 the banking and finance team headed by Glib Bondar advised Myronivsky Hliboproduct on its Eurobond issue; acted for noteholders’ committee of Mriya Agro Holding in the course of its debt restructuring. The team is regularly retained by foreign banks to support financing, including pre-export credit facilities, in the agrarian sector. The corporate team guided by Mykola Stetsenko advised Abbeydrift Limited on acquisition of joint control over Allseeds S.A., one of the leading Ukrainian sunflower oil exporters. The highly-focused dispute team has three partners on board — Ivan Kasynyuk, Aminat Suleymanova and Iryna Moroz. The portfolio of commodities arbitration is the largest and most sophisticated in the market. Moreover, the team has been a Ukrainian counsel for GAFTA’s Kyiv Office for over 7 years. In the client list, among others, are Astarta, ADM, COFCO Agri, Syngenta, EFKO Group, NCH Capital Inc., Harvest Group S.A., State Food Grain Corporation of Ukraine, Fergus Kazakhstan, Iliotropion Trade & Services, etc.
Law Offices of OMP is known for its industrial focus on agrarian sector, being preferred by agricultural holdings and private landowners. The firm is highly active in M&A, asset purchase, as well as in obtaining merger clearance from the competition authority. One recent project portfolio also includes corporate and asset structuring, formation and management of land bank, construction of various facilities, sector specific tax. This past year the firm advised Rabobank on restructuring of loans provided to Ukrainian subsidiaries of a large grain transshipment complex. The team continues to support Corporate Security Service by Ukrainian Agri Council on protection against illegal seizures of agricultural companies. Selected clients include AgroRegion Group, Cygnet Holding, Cargill, Glencore, APK Agro holding, Fitofarm, Egurra, Ukragroport, Zelena Brama. The diverse practice has four partners on board, Mykola Orlov, Kyryll Levterov, Igor Ogorodniychuk and Yaroslav Sverdlichenko.
Sayenko Kharenko accumulates diverse agrisector expertise from its regulatory, transactional and litigation work. The firm is known for unrivalled corporate, financial and restructuring capabilities. This past year the firm represented Mriya Agro Holding on the benchmark debt restructuring and subsequent sale of Mriya Group’s Ukrainian farming assets including infrastructure facilities, machinery, and companies leasing agriculture land plots to SALIC UK Ltd (Saudi Agricultural and Livestock Investment Company). Another notable deal was representation of Greenyard, one of the world’s largest suppliers of fruits and vegetables, in relation to the disposal of its horticulture business to independent investment group Straco BVBA. The team is consistently instructed for supporting sale, lease and regulation of functioning of grain terminals, issues of international trade and economic sanctions, regulatory matters and GR. The banking and finance, capital markets team led by partner Nazar Chernyavsky continues to give advice on the largest projects in this sector. Oleksandr Nikolaichyk, corporate and M&A partner, is noted for high transactional activity involving agribusiness. Hands-on practitioner Andrew Zablotskyi is traditionally active in regulatory and international trade instructions, as well as GR.
The Kyiv office of Baker McKenzie has a multidisciplinary offering for major foreign and domestic agricultural holdings, often enlisted for complex cross-border projects and on strategic outbound investments. The practice group draws expertise out of M&A and corporate, banking and finance, capital markets, competition, tax, real estate. In 2018 the firm worked on a number of landmark projects in the sector. For example, in 2018 the office provided full legal support to Monsanto, which has now become a part of Bayer Group, at all stages of construction of a seed processing facility project in Ukraine. The firm is traditionally at the forefront of large M&A transactions on the agricultural market of Ukraine, as well as financing and restructuring mandates. The team assisted Diligent Capital Partners with formation of a private equity fund vehicle in Luxembourg and sourcing financing for the joint acquisition of a 16% equity stake in Allseeds, one of the largest manufacturers and exporters of vegetable oils and meals in Ukraine, by the Dutch development bank FMO and Diligent Capital Partners. Another highlight is acting for a joint lead manager with respect to the Eurobond issue by Myronivskyi Hliboproduct. Lead partners work along their core practices: Vyacheslav Yakymchuk (corporate and M&A), Hennadiy Voytsitskyi (tax), Oksana Simonova (antitrust), Serhiy Chorny (banking and finance).
Alexandrov & Partners is a popular choice among local and foreign investors seeking strategic advisory on doing business in the Ukrainian agrarian sector. The firm is often hired for supporting extension of agrarian land banks and land lease matters, purchase of agro-industrial facilities and acquisition of agrarian enterprises, specific regulatory and construction projects. In 2018 the firm was active across different regions of the country. Corporate and tax structuring is another established area of service. Dmytro Alexandrov is the main contact.
ADER HABER has strong dedication to real estate, land and construction issues, handling projects of expanding land banks, purchase and sale of land plots, managing property right issues. This past year the firm advised a vertically-integrated agricultural holding engaged in crop farming and sugar production in Ukraine, within a large M&A deal on acquisition of real estate; rendered legal support to a large Ukrainian investment company so that former employees could obtain collective agricultural enterprise property titles to land plots. The firm adds new clients to its list at a rapid rate, which among others includes Niva Winery, I&U Group (Agrospetsservis), Grand Terra. Real estate and construction partner Aleksandra Fedotova advises on a variety of land and agrarian law matters.
The sizeable team of AEQUO is noted for its industry-focused positioning, and regularly supports significant M&A and financial deals involving key domestic and foreign players. Throughout the past year the firm continued to advise its long-standing client Epicentr K on strategic deals in the sector. The landmark infrastructural project initiated this last year was advising Posco Daewoo on acquisition of a grain export terminal located in Mykolayiv. The team of Anna Babych performs corporate and M&A instructions in the sector. The competition team led by counsel Sergey Denisenko acted for Ukragrokom in obtaining merger clearance for the acquisition of sole control over the following Ukrainian companies: Hermes-Trading, Korolivske HPP, Svitlovodsk river terminal. The firm has seen an increasing workflow in tax litigation supervised by the managing partner Denis Lysenko. Yulia Kyrpa is in charge of financing, and most recently advised the EBRD on extending a secured loan granted to Ukrainian subsidiaries of Astarta Group.
Given ARBITRADE’s noted strength in arbitration and structuring complex transactions, its core focus was on representing clients in disputes related to trade in agrarian produce and commodities. The firm has been regularly instructed on arbitrations under GAFTA and FOSFA arbitration rules, as well as in cases heard in Ukrainian courts on strategic litigations. The team was retained to act in the name of Adama Ukraine in a dispute with its counterparties under the contracts for sale and purchase of agricultural fertilizers. The team is known for consistent following of sectoral clients, including Astarta, Ancor Investments Limited, VSP Commodities, Harvest Group, Oleos Swiss, Oleos Trading Limited, EFKO-Trade, Bunge S.A., Veres group of companies, State Food and Grain Corporation of Ukraine. Pavlo Trytenichenko is in charge of the practice. Andriy Shulga and Anastasiya Grenyuk are highly active in commodities arbitration work.
Throughout the last couple of years Arzinger, a full-service Ukrainian law firm with a presence in Kyiv, Lviv and Odesa, enhanced its standing in transactional work across agribusiness sector, and traditionally acted on the dispute front, including corporate, commercial, tax litigation and bankruptcy proceedings. The banking and finance team constantly supported Oikocredit in providing loans to a number of industry companies, notably Zlatomed, Poltava Sad, Interagrosystem; advised Raiffeisen Bank International AG on providing of a secured loan facility for ECA financing to a Ukrainian agricultural company. The firm completed the landmark debt restructuring of Mriya Agro Holding, representing the creditors. Another highlight is advising Ukragrocom on corporate restructuring of the group. Banking and finance partner Oleksander Plotnikov spent a busy year and continues to lead significant debt restructurings in the sector.
Full-service law firm Asters encompasses a wide-ranging service covering corporate, finance, tax, IP pertaining to agribusiness. Banking and finance practice traditionally had steady inflow of work from international financial institutions on both financing agribusinesses and supporting debt restructuring. Past year the team guided by Iryna Pokanay advised IFC on loans to Astarta, Agrofusion, Nyva Pereyaslavshchyny, as well as on a restructuring deal involving Mriya group. After the merger with EPAP Ukraine, the firm extended its practice team and client base. The firm advised Farmers Edge, a global leader in decision agriculture servicing, with respect to establishing a business presence in Ukraine including corporate, regulatory, IP, and IT advice with respect to the use and sale of its software in Ukraine. The practice is currently led by two partners, Oleg Boichuk and Oleksiy Demyanenko. Anzhelika Livitska (previously worked in Dentons) joined as a counsel.
Dentons is known for its dedication to transactional work within the agribusiness sector. The office is mostly seen in cross-border mandates, advising on M&A, financing, debt and corporate restructuring, competition matters. This past year the firm advised a major international conglomerate in connection with the acquisition of shares in Ukrainian distributors of agricultural chemicals. The office often represents banks in complex financing transactions with Ukrainian agrarian borrowers. The areas of specific expertise include biofuel and environmental issues, plant IP and pesticides regulation. Public clients include COFCO Agri and CHS. Projects involving agrarian clients are led by two partners, Ihor Mehedynyuk and Volodymyr Monastyrskyy.
Eterna Law gained significant popularity among agrarian producers and traders. The firm is strong in commodities arbitration as GAFTA and FOSFA, as well as LMAA. Other projects include corporate and tax advice, trade and market access, corporate and commercial disputes. Public clients take in Artis-Agro Export, EFKO, Ukrenergy Trade, Bunge. International arbitration partner Eugene Blinov heads the practice.
INTEGRITES has an experienced multidisciplinary practice team, handling transactional work, general corporate and tax, agricultural land and lease advisory. The firm has strong capabilities in international arbitration and cross-border litigations, as led by renowned partners Olena Perepelynska and Dmytro Marchukov, respectively. This past year the firm acted on a number of commodity arbitrations and corporate disputes, as well as debt recovery and tax litigations arising from the sector. The advisory front was busy with M&A mandates, corporate structuring, compliance and tax advice. For example, the firm advised Kyiv-Atlantic Ukraine on the sale of a group of companies. Viktoriya Fomenko, recently promoted partner, advises on tax and customs matters affecting agribusiness. Victoria Melnychenko heads the firm’s agro and food and compliance practice.
Law firm Jurline, based in Odesa, provides day-to day advice, handing contractual support for the activities of agricultural enterprises, as well as consumer protection, food safety and quality, competition. The firm often handles representation in civil, commercial and administrative cases, acting for large agricultural enterprises in Odesa Region. The firm is known for its established niche in winery industry rendering a full-circle legal offering for major players in South Ukraine. These include licensing the production and sale of wine products, taxation, rent of integral property complexes of wineries, wide range of contractual and competition issues. The client roster includes sound regional names like TIS-Grain, Illichivsk Grain Terminal, PJSC Odesawinprom (TM Frantsuzky Boulevard), PTK Shabo (TM Shabo), Uniline Trade. Vitaliy Cherkes is seen in litigation. Volodymyr Zubar is a lead partner.
KM Partners is a point of choice by multinational and domestic agrarian clients, including farming, biotechnology, grain traders. Given its superior position in tax, the firm advises on tax planning and tax litigation. The firm is often enlisted for corporate work, complex projects encompassing land matters and construction of agro-industrial facilities. The team is also experienced in environmental issues. Alexander Minin is widely referred for tax advisory and proficient litigation. Other partners Maxim Oleksiyuk and Alexander Shemiatkin lead subsequent projects.
Redcliffe Partners is a highly-active domestic firm with a sharp transactional focus. Throughout 2018 the team fixed its strong positions in corporate finance practices, being mandated for big-ticket M&A and landmark finance deals. The team guided by recently promoted partner Zoryana Sozanska-Matviychuk acted as Ukrainian law adviser to Saudi Agricultural & Livestock Investment Company (SALIC) in the course of acquisition of Mriya Agro Holding’s assets, including infrastructure facilities, machinery and land lease rights; represented Straco BVBA on acquisition of the Ukrainian subsidiaries of Greenyard N.V. engaged in the cultivation of mushrooms. The banking team led by Olexiy Soshenko represented foreign banks in the financing of Ukrainian agribusiness. In particular, the team advised UniCredit Bank Austrian AG and ING Bank N.V. on up to USD 200 million PXF revolving credit facility to Kernel Group; advised the EBRD in relation to loans to Nibulon and Myronivsky Hliboproduct; advised FMO on extension of a secured loan facility to Astarta-Kyiv.
ANK Law Office, an Odesa-based firm, is the market leading practice for infrastructure projects on construction, reconstruction and modernization of internal and port silos and grain terminals. Amongst representative projects is legal support of Sunshine Terminal, a member of Risoil Group, on development of the grain terminal in Chornomorsk Sea Port, including construction of silos park and the maritime transport gallery for transportation of the grain commodities. Vector Oil Trade group constantly instructs the firm for reconstruction of the existing grain complex and construction of a new silo complex in Vinnytsia Region. The firm’s client roster includes Brooklyn-Kiev, Delta Wilmar CIS, Rusagro-Prim SRL (Moldova). Alexander Kifak and Dmytro Kolodiazhny are the main figures.
CMS Cameron McKenna Nabarro Olswang is present in M&A, commercial and financing issues. This past year the Kyiv office acted a lot for a longstanding client, ING Bank, on financing the Ukrainian agribusiness sector, inter alia, pre-export finance facilities to ViOil and Nibulon, revolving facilities to Astarta Group. The team is active in the area of infrastructure, most notably advising M.V. Cargo on landmark financing of a new grain terminal construction project in Yuzhniy port. The team of dedicated practitioners includes Natalia Kushniruk, Kateryna Chechulina, Vyacheslav Ovechkin. Banking and finance partner Mark Segall headed recent finance work in the sector.
The Kyiv office of CMS Reich-Rohrwig Hainz advises international agribusiness companies and their subsidiaries in Ukraine on corporate, competition and commercial matters, including supply and distribution, as well as specific IP. Maria Orlyk and Anna Pogrebna are lead partners.
EY Ukraine has an experienced team assisting agribusiness industry on structuring and restructuring, transaction support, as well as providing ongoing advisory. The projects often involve cooperation between tax, legal, financial and corporate finance service lines. This past year the team advised ByFrederic, an international agricultural company specializing in seed sales as well as sales of agricultural equipment, in connection with the sale of Shpola-Agro Industry to LNZ Group. Albert Sych, Igor Chufarov and Bogdan Malnev are the core figures.
Given its extensive industrial clientele, Gramatskiy & Partners is regularly enlisted to support contracts on agricultural machinery leasing as well as agricultural land use matters. The firm stands out for its broad regulatory expertise, including livestock and crop farming, production and distribution of agrochemicals, food safety, quality control and certification. Last year the firm actively advised grain traders on taxation of grain supply in the context of refunds from the State Budget; supported projects on producing and processing organic materials. Mykola Voitovich handles this industrial specialization in the firm.
ILF Law Firm is known for comprehensive support of investment projects in the agrarian sector of Eastern Ukraine, especially M&A and asset purchase. In 2018 the firm saw a rise in asset protection disputes, especially land litigation, as well as debt recovery matters. Another area of focus is support of export and import transactions, regular contractual matters, tax considerations. The client list includes BASF, organic agricultural producer Unitek, large regional exporter Paritet-Agro, a range of farming enterprises. Serhiy Silchenko took over the role of lead partner.
Ilyashev & Partners is enlisted in particular for dispute representation and bankruptcy. The sizeable litigation practice covers high value debt recovery cases, corporate disputes, contract matters, losses recovery. The long-lasting representation of Creative Group on USD 730 million restructuring and bankruptcy procedure, as well as a series of litigations and arbitration proceedings, is one of the most known cases. Clients include Bunge Ukraine, СOFCO Agri Ukraine, Myronivsky Hliboproduct, Rostok-Holding Group, Sunward-Ukraine, OLAM Ukraine, RONLY, Starokostantyniv Sugar Refining Mill and others. The international trade practice headed by recently promoted partner Olena Omelchenko enhanced its market standing and extended its workflow by advising agrarian clients on trade regimes and sanctions. Mikhail Ilyashev is lead partner.
Ukrainian law firm Jurvneshservice utilizes ongoing support to agrarian clients on commercial activities, and a wide range of litigations, particularly regarding validity and performance of contracts, tax and regulatory disputes. Another area of focus is land law, including purchase, rent, agreements registration. Farming Company Rubezhivska, Rinekant Agro and New World Grain Ukraine, Soufflet Group, are just some of this firm’s long-standing clients. Dmytro Salatiuk has vast practice of the sector. Anna Tsirat is primarily involved in contract matters and tax litigation.
Krolevetskyi & Partners is a Kharkiv-based law firm with an office in Kyiv that reveals vivid regional names from the agribusiness sector as being among its clients (e.g., Astarta, Farm Vidrodzhennya, Private agricultural enterprise Nove Zhyttya). The firm’s mainstay is supporting the sale and purchase and sale of agrarian production and equipment, sector taxation, agrarian land and litigation. Kyrylo Krolevetskyi is the main contact.
The standout litigation force LCF Law Group preserves substantial following coming from agriculture and food industry. The firm acted a lot for Mriya Agro Holding in litigation proceedings, as well as for companies Bunge Ukraine and Eridon. The team’s recognized strength is debt recovery litigation. Other areas of growth included loss recovery litigation and corporate disputes. Anna Ogrenchuk, managing partner, is the main contact.
- Dmytro Alexandrov (Alexandrov & Partners)
- Eugene Blinov (Eterna Law)
- Alexandra Fedotova (ADER HABER)
- Ivan Kasynyuk (AVELLUM)
- Kyryll Levterov (Law Offices of OMP)
- Denis Lysenko (AEQUO)
- Ihor Mehedynyuk (Dentons)
- Alexander Minin (KM Partners)
- Iryna Moroz (AVELLUM)
- Igor Ogorodniychuk (Law Offices of OMP)
- Mykola Orlov (Law Offices of OMP)
- Andriy Shulga (ARBITRADE)
- Aminat Suleymanova (AVELLUM)
- Vyacheslav Yakymchuk (Baker McKenzie)
- Andrew Zablotskyi (Sayenko Kharenko)