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Graham CONLON | CMS Cameron McKenna Nabarro Olswang
Despite various developments in global politics, European M&A experienced an active season in 2017 as compared to 2016, with Ukraine no exception to that trend. Even though Ukraine is still handling its difficult geopolitical situation with the continuing annexation of Crimea and conflict in Donbas, some types of foreign investors have remained commercially hungry for M&A opportunities in Ukraine.
In 2017, the Ukrainian M&A market showed a surprising trend reflected in a 66.7% increase in M&A activity, with the biggest number of high-profile deals in the finance and agriculture sectors, though deal values fell overall compared to 2016.
An analysis of deals signed/completed in 2017 demonstrated a significant strengthening of sellers’ positions as they managed to negotiate more seller-friendly provisions dealing determining the purchase price and limitation of sellers’ liability. In light of the continuing conflict in the east, increased attention to material adverse change clauses (providing investors with the ability to walk away from the deal in the event of an escalation of circumstances) has been a hot topic for Ukrainian M&A, requiring legal counsels to be fully equipped and aware of the peculiarities of Ukrainian conflict-related legislation.
2017 and the few first months of 2018 also witnessed positive developments with respect to Ukrainian corporate legislation. Such legislation brought in new rules with respect to the corporate governance of limited liability companies, the enforceability/recognition of shareholders’ agreements, as well as new rules regarding squeeze-out and sell-out in joint stock companies.
Despite some positive signs in the country, all helping to gradually reinstall the confidence of foreign investors future success will, of course, depend on the geopolitical landscape in the region, and the results of elections in Ukraine in 2019.
Baker McKenzie has a market-leading team that wins widespread recognition for corporate strength, extensive M&A portfolio and cross-border capabilities. The office benefits from an established London-based and CIS-focused English qualified team. The Kyiv team has vivid industry-specific expertise in the agribusiness, energy, healthcare, financial services, retail, IT and communications, infrastructure sectors. Since its arrival on the market this international firm is preferred by private equity firms and their portfolio companies in Ukraine on various strategic matters. The team maintains a high level of involvement in M&A in agriculture. For example, it advised the management of Ukrainian Agrarian Investments (UAI) on the sale of a minority stake in Kernel Holding S.A. Another recent mainstream area of M&A activity is retail, when the firm advised Billa Ukraine on the sale of its supermarkets in Kharkiv, Dnipro and Zaporizhzhya. The team continues to advise the EBRD and Ukrainian state energy companies in connection with implementing corporate governance structure, as well as on reform of privatization legislation. Counsel Olha Demianiuk is referred as a strong transactional lawyer with special focus on pharmaceutical and healthcare clients. Viacheslav Yakymchuk, M&A and private equity partner, is among top notch figures in the transaction arena. The research reveals numerous endorsements of Andrii Moskalyk, senior associate, as an exceptionally strong corporate lawyer.
Renowned for its high-end transaction standing, Ukrainian law firm AVELLUM acts regularly on the largest deals in the market. The recent deal sheet features a number of significant transaction in areas like agriculture, real estate, retail, banking and finance, oil and gas, IT. Some recent landmark projects include advising long-standing client Kernel Holding S.A. on acquisition of two large farming businesses; representation of the shareholders of Karavan regarding the sale of the Karavan hypermarket chain to Auchan Group. The team has unrivaled positions in the banking and finance area. AVELLUM advised UniCredit Leasing S.p.A. on the disposal of UniCredit Leasing Ukraine in favor of ABH Ukraine Limited, the sole shareholder in Alfa-Bank Ukraine. Long-standing clients instruct the team on various corporate matters, including the most sophisticated ones, and in related commercial aspects. As one of the key figures in this practice, Yuriy Nechayev was promoted to partner. Mykola Stetsenko, managing partner, is constantly named a brilliant lawyer.
Sayenko Kharenko is often referred as one of the national leaders in landmark M&A, domestic and cross-border, joint ventures and sophisticated corporate matters. In terms of industrial breakdown, the coverage extends to banks and financial services, retail, FMCG, real estate, energy, infrastructure, chemical and industrials, IT, agriculture. The firm regularly acts in global transactions alongside international law firms. In a recent highlight the firm represented HP Inc. in the acquisition of the global printing business of Samsung Electronics Co. Very recent achievements include a number of benchmark M&A. For instance, the firm acted for Auchan Group in its acquisition of the retailer Karavan, which consists of 9 hypermarkets and 4 supermarkets in Ukraine; represented PJSC BTA Bank in acquisition of two commercial properties (business centers “Prime” and “Eurasia”) located in downtown Kyiv by Dragon Capital Investments Limited. Another important mandate is support to P&O Maritime (owned by DP World Group) on establishment a joint venture between and SD Capital that will provide towage services in Ukraine’s Black Sea port of Yuzhniy. Renowned Vladimir Sayenko has headed the team for many years. Two recently promoted partners, develop their practice and market recognition. Oleksandr Nikolaichyk has been noted for leading M&A deals. Alina Plyushch is at the forefront of private wealth management instructions.
AEQUO offers broad coverage of transactional work with notable expertise incross-border matters, strategic corporate initiatives. In recent years the team has been enhancing its positions for big-ticket M&A in Ukraine, and for outbound M&A projects for domestic clients. Known for its industry-wise approach, AEQUO maintains increasing activity across the agro, banking and finance, consumer and retail, life science and healthcare, TMT, energy, oil and gas sectors. In 2017 the firm boosted mandates coming from real estate and commercial property areas. The team advised Epicentr Group on acquisition of shopping malls in Lviv, Bucha and Boryspil; advised the Dragon Capital Group of companies on acquisition of two business centers in downtown Kyiv from BTA Bank. The firm currently advises Lohika Inc. on the sale of Lohika Ukraine to Altran Group. The M&A workflow is led by three partners, industry-wise: Anna Babych has strong expertise in TMT and energy and natural resources; Denis Lysenko handles retail M&A, oil and gas; Yulia Kyrpa handles banking, real estate and agro M&A. Anna Babych is acclaimed for her deep knowledge of corporate matters and active contribution to corporate law reform in Ukraine.
With its established international network CMS Cameron McKenna Nabarro Olswang has aregular feature of strategic market transactions and complex cross-border matters. The team benefits from the advantage of the on-the-ground English law capability with Kyiv-based English qualified corporate and private equity partner Graham Conlon. The firm has an extensive portfolio of projects in the energy and infrastructure sector, as well as agriculture, banking and finance. The team recently advised SD Capital on the English and Ukrainian law aspects of a joint venture transaction which brings P&O Maritime (owned by DP World Group) to Ukraine. The EBRD instructs the team advising on several transactions in Ukraine. Among recent ones is its equity investment in Zabka. The clientele includes the EBRD, Hartwall Capital, EuroCape New Energy Limited, and MV Cargo among others. Tetyana Dovgan, senior associate and coordinator of corporate/M&A practice, has acted on the highest-profile English law governed deals in Ukraine.
Dentons benefits from itsglobal reach and long commitment to the Ukrainian market. The industry breakdown of practice involvement encompasses agriculture, retail, financial services, technology, hardware & electronics and chemicals, and is especially well possessed in the energy sector. The Kyiv team is often enlisted for transactional support, including seamless work for multi-jurisdictional projects, as well as corporate governance, compliance, joint ventures, regulatory. In particular, it advised GESS Consulting Ukraine in connection with a number of acquisitions in the energy sector in Ukraine; acted for CEFC Hainan International Holding Co., Ltd., a subsidiary of CEFC China Energy Company, on its acquisition of a majority stake in KMG International (KMGI), a unit of Kazakhstan’s state oil and gas company, which owns refining and fuel distribution assets in Europe. Among the clients are BIIR, Cub Energy Inc., Dr Reddy’s, Sberbank, the Salvation Army, Adecco Group, BlaBlaCar, Ingenico. The practice team has a record involvement of partners, including Oleg Batyuk, managing partner, US-qualified attorney Adam Mycyk and Volodymyr Monastyrskyy (also practicingcompliance and employment).
Being fully integrated within DLA Piper International, the Ukrainian office of DLA Piper is traditionally a strong platform with significant cross-border capabilities, transactional offering andbroad spectrum of corporate work. The team is a preferred counsel for big multinationals and foreign investors, as well as big local business, seeking advice on setting up businesses, private M&A, JVs, disposals, corporate restructurings and reorganizations, as well as general commercial and corporate governance issues. Industry-wise the practice team operates across the energy, media, consumer goods, food and beverages, hospitality and leisure, pharmaceuticals and healthcare, financial services, manufacturing, and technology sectors. The Kyiv team often acts on seamless cross-border M&A. For example, it recently advised Aristocrat Leisure, one of the largest global manufacturers of gaming solutions, on its acquisition of developer Plarium Global. The firm added private equity and Asian mandates to its workload. Among the key publishable clients are Crown Agents, Pfizer, Sanofi, Mondelez, Dragon Capital, Horizon Capital, Jabil, Kyivstar, Orkla, Red Hat Limited. The sizeable team has high level seniority in the guise of two partners, Margarita Karpenko and Galyna Zagorodniuk, and three legal directors, Alla Kozachenko, Illya Muchnyk and Anastasiya Bolkhovitinova on board.
Asters is among the strongest national corporate and M&A platforms. The firm is known for its established ties with international players, and is often the preferred counsel on global transactions in Ukraine, and acts on establishment of JVs, corporate restructurings and reorganizations. With regard to industrial breakdown, it encompassed banking and finance, food processing and agriculture, oil and gas, energy, real estate and construction, pharmaceuticals, telecommunications, automotive, insurance, shipbuilding, metallurgy. The team stands out particularly for its strong track record of advising on the banking sector. For example, under the guidance of renowned senior partner Armen Khachaturyan the firm acted as a legal counsel to JSCB Industrialbank in connection with its merger with Express Bank. Given its solid client base the firm consistently renders legal support on general corporate matters, regulatory issues and compliance. Some public clients include Monsanto, Molson Coors, Wizz Air, Boeing Ukraine, ED & F Man Holdings, Motorola Solutions, Arysta LifeScience SAS, Tyco Electronics, Hawk Applications Corp., Intersnack International B.V. The team is one of the largest in terms of practicing partners involved. These are Oleksiy Didkovskiy, Armen Khachaturyan, Vadym Samoilenko, Oleksiy Demyanenko, Svitlana Chepurna.
Dynamic Ukrainian law firm Redcliffe Partners combined a strong team for handling cross-border M&A and joint ventures. The firm often acts as a Ukrainian counsel in the course of multi-jurisdictional transactions. In particular, the team acted for Grupo Bimbo, a company focused on the food service sector, in its USD 650 million acquisition of East Balt Bakeries from private equity fund One Equity Partners. The firm is traditionally very active in the energy sector, including renewable, industrials, and demonstrates recent involvement in TMT and agrisector. The firm advised Glencore International AG in obtaining control of the Mykolayiv Alumina Refinery through acquisition of a 13.96% stake in Company Alumina Ukraine and an 86.04% stake in Guardon Ukraine from United Company RUSAL. In the ongoing caseload are advising the European Investment Bank on a large Ukrainian gas distribution company and representing an international group of companies involved in investment activities in acquiring a number of metal and metal distribution companies in Ukraine. The firm also provides corporate advice on a regular basis to subsidiaries of international corporations in Ukraine, and assignments on evaluating and adjusting internal policies and compliance programs. The firm stands out for its international team. It is led by partners Dmytro Fedoruk and US-qualified Rob Shantz, with the support of twocounsels — Zoryana Sozanska-Matviychuk, experienced in high-profile M&A, and Ario Dehghani, leading compliance (admitted in Germany and EU).
Arzinger has a sizeable team acting for international and domestic clients, being instructed for M&A, corporate restructuring projects, corporate relations structuring and general corporate matters. The firm has offices in Lviv and Odessa, ensuring support of clients projects across different regions of the country. The team provided extensive support for CENTRICA PLC, a parent company of Direct Energy, on the Ukrainian part of a transaction on acquisition of assets of Rokitt Inc. and their proprietary Rokitt Astra Technology; advised Concorde Capital, a leading investment company based in Ukraine in the course of its investment to Hideez Technology Inc., an electronic hardware manufacturing company specialized in cybersecurity devices and services for the B2B and B2C markets. The EBRD chose the firm for legal support in the course of a transaction on structuring of a freight railcars business. The practice is led by corporate partner Anna Zorya. Pavlo Khodakovsky, partner, also involved in tax and employment, contributes to project work. Managing partner Timur Bondaryev also runs the firm’s M&A projects.
Eterna Law assist clients with domestic and international advice, being instructed for M&A, JVs, corporate structuring and restructuring, share and asset deals, conversion of debt to equity, issues of privatization in Ukraine. The firm stands out for handling corporate, commercial and regulatory work across several jurisdictions of its presence, particularly Ukraine, Kazakhstan and Russia. The firm has a number of ongoing deals in its recent portfolio, in particular, advising Bioton on the sale of shares in Indar; advising Furshet on the transaction of selling Auchan’s shares to a new customer. This past year the firm raised its presence in infrastructure, and advised its established client EFKO on the potential acquisition of transshipment facilities and a number of other related assets in Odessa and Illichivsk. The sizeable team is led by renowned partner Oleh Malskyy. Maksym Uslystyi, partner, is involved in range of key projects in Ukraine and Kazakhstan.
International Legal Center EUCON enjoys recognition for handling the corporate structuring of inbound and outbound investments to Poland. The firm operates through two offices in Kyiv and Warsaw. In conjunction with a strong tax and compliance service, the firm offers EU market entry, developing streamlined operating models,as well as support for operational matters, transactions and corporate disputes. The firm recently advisedKobzarenko Factory, a manufacturer of tractor trailers in Ukraine, on corporate business structuring through a foreign jurisdiction on entering the EU market, in particular Poland, and supported a project on building a factory in Poland aimed at manufacturing agricultural machinery. In Ukraine the team supported the Polish company Lubawa S.A. on construction of a factory aimed at making military goods in conjunction with GC Ukroboronprom. The key individuals are Yaroslav Romanchuk, Ihor Yatsenko and Andrii Romanchuk.
Ukrainian law firm EVERLEGAL expands its transactional profile with advising and structuring cross-border M&A and JVs as well as advising on general corporate matters. With energy, agricultural and IT sectors in focus, in the past year the firm demonstrated significant expansion of M&A in the renewable energy sector. The team most recently advised Main Group Ukraine on its sale of a 100% shareholding in a Ukrainian solar energy development company to Refraction Asset Management. The firm also raised its profile among IT clients, advising their transactional and operational matters related both in Ukraine and other jurisdictions, including M&A. The team advised a group of companies providing services in engineering, design and resolution of office spaces on how to restructure their Ukrainian business. Yevheniy Deyneko, managing partner, is the practice head. Andriy Olenyuk, partner, is the core driver of renewable energy deals.
Being a proficient legal team for corporate law matters and M&A, EY in Ukraine offers benefits of being a one-stop shop for legal and operational advice. This is well exemplified by advising National JSC Naftogaz of Ukraine in connection with the development of a system of governance and internal control. Other representative projects include corporate restructuring of Agro Invest Ukraine in connection with its contemplated sale;advising Port Olvia on potential options for private investment in port infrastructure. In terms of transactions, EY advised Rozetka on the acquisition of the warehouse complex called Logistic Park in Kyiv Region from Secure Property Development & Investment Plc. Another area of expertise is private equity. For example, it advised a US-based private equity fund in connection with the second round of investment in an Eastern European producer of goods for babies. The broad-practice team includes Albert Sych, partner, Bogdan Malnev, senior associate, with expertise for transactional instructions from such well-known partners as Vladimir Kotenko and Igor Chufarov.
ILF Law Firm, with offices in Kharkiv and Kyiv, is instructed forcorporate structuring of business, due diligence of assets and risk assessment of the planned transactions, support of asset deals. This past year the firm expanded its portfolio with projects on corporate restructuring foremost, as this resulted from healthcare and decentralization reforms being introduced in Ukraine. The firm is often referred as a preferred counsel for IT sector players, and is also popular for sophisticated companies in the industrial and household chemicals, cosmetics industries; agrarian companies focused on selective agriculture projects of developing corporate structures with further establishments in different jurisdictions have made up the lion’s share of practice work of late. Clients include BASF, Vestron, agricompany Unitek, Offre & Demande Agricole (ODA), PWN Publishing Group S.A., EGGER. Anton Zinchuk splits his time between pure corporate assignments and IT. Managing partner Tetyana Gavrysh supervises projects in healthcare and has expertise in PPP.
Ilyashev & Partners handles a notable track of cross-border deals involving other jurisdictions where the firm has its offices, acts on local transactions, maintaining its reputation as a go-to firm for high stake shareholder disputes. Its industry expertise cuts across energy, agrarian, food, insurance and finance, telecom, etc. In 2017 the firm represented BTA Bank during acquisition by Dragon Capital Group of two business centers in Kyiv city center; acted for Winter Capital Advisors (Interros group, Russia) on the acquisition of the Azov Cable Company. Partners Mikhail Ilyashev and Roman Marchenko are the key figures at the firm.
INTEGRITES, an international law firm headquartered in Kyiv, which maintains growth in corporate assignments, especially deepened its industrial expertise in agricultural and energy sectors, banking and investment. The firm experiences the number of German-Ukrainian cross-border projects. The firm’s recent projects portfolio saw the team working in squeeze-out procedures, JVs, M&A deals involving land bank enlargement, corporate governance. After the departure of the firm’s corporate partner, Svyatoslav Sheremeta, Dr. Julian Ries, a Munich-based partner, took the reins at the practice. Victoria Melnychenko who joined the firm in 2017, brought her experience of GR and investment projects support. Viktoriya Fomenko, counsel and head of tax and customs practice, is another key figure in the team.
Jeantet,a French international law firm, is a preferred counsel for international clients especially of French origin for general corporate matters and transactional advice, involving complex combination of the share and assets deals, M&A, corporate restructuring, etc. The Ukrainian office provided advice to ACP Europeacross a number of complex legal aspects, including corporate, tax, real estate and regulatory relating to the acquisition of a production unit in Ukraine and its further reconstruction; advising Société Kaolinière Armoricaine, an international mineral and mining company, on the restructuring of its activity in Ukraine. Illya Tkachuk, a local partner, is in charge of the practice, with the focus on investment projects, cross-border transactions, structuring foreign investments and securities. He also possesses broad labor and contract experience.
Since its establishment in Ukraine, Kinstellar has rapidly expanded its presence, stepping into the market of high-profile corporate mandates. Amongst sound highlights is advising Ukrainian state companies on corporate law matters and the EBRD and Ukrainian state authorities on corporate reforms related to state enterprises. The team has been advising the Supervisory Board of Naftogaz of Ukraine on a wide range of matters, including corporate law issues within the reform of energy sector; advised the EBRD as related to assistance in the corporatisation and enhancement of corporate governance practices, regulatory and legislative frameworks of Ukrainian state postal company Ukrposhta. Throughout the past year the practice handled instructions for establishment of JVs, support of foreign clients on their operations and investment projects in Ukraine, M&A and post-closing matters, establishing presence and corporate governance, etc. The firm advises the shareholders of WOG, the largest petrol retailer in Ukraine, on establishment of a joint venture with international partners; advised majority shareholders of Nemiroff Vodka Limited in conducting the sale of shares of minority shareholders’ in the company by a receiver at a public auction to satisfy the debt owed by minority shareholders to majority shareholders under a LCIA arbitral award. The team stands out on the market for its renowned expertise in handling shareholders disputes. The list of public clients, among others, includes ADM International, British American Tobacco, Colliers International, Marriott International, McCormick Inc, Mitsubishi Corporation, Syngenta, TBEA, Teva Pharmaceuticals Europe, UBER, WizzAir. Iryna Nikolayevska, counsel, leads the practice team. Olena Kuchynska, who focuses on the energy sector, has been promoted to partner.
KPMG Law demonstrates its growing deals profile in line with regular general corporate work. The M&A practice was boosted with a number of large-scale instructions in the strategic economic sectors, including agriculture, retail, alternative energy, healthcare and IT. The past year was noted for its providing tax and legal advice to Canada Pension Plan Investment Board in the purchase of a 48% stake in GlobalLogic for around USD 1.5 billion; M&A legal support to one of the leading international contract research organizations, providing clinical trial services in the acquisition of a Ukrainian development company owning a real property portfolio, one of a Ukrainian office centre. The corporate team is traditionally busy supporting foreign businesses in entering the Ukrainian market and developing their business, as well as liquidation of Ukrainian representative offices; corporate restructuring, structuring and implementation of dividend repatriation solutions, squeeze-out procedure. The main figures of the practice are Yuriy Katser, head of legal, and Sergiy Popov, head of tax and legal.
In 2017 Attorneys Association PwC Legal enhances its presence in Ukraine andhas launched a Shared Service Centre in Lviv. The team is a member of PwC’s international network, often acts on the Ukrainian parts of global transactions, and maintains a substantial track record in small-tier and mid-tier M&A. The firm provides comprehensive legal support to the Bayer Group in relation to the post-closing integration of the Bayer and Monsanto agricultural businesses in Ukraine; provided Symyrenkivske Agricultural LLC with comprehensive legal and tax advice regarding contemplated structures for the client’s joint business operations with a US investor. Its clientele includes Antonov State Enterprise, Bohnenkamp, Honda Motor Europe Limited, JT International Ukraine, Oriflame Cosmetics Ukraine, Opera Software. The practice team, as guided by Alexey Katasonov, is developing its new offering — debt to equity conversion, and performed several instructions of this kind.
Corporate and M&A is among the key forces of SDM Partners, a Ukrainian law firm. Its team showcased a solid track record of local and cross-border transactions, with visible preference among European business and foreign investors. Recent highlights take in legal support of a Ukrainian investment company for the USD 50 million acquisition of a subsidiary company in Ukraine of a large foreign railway holding; advising the world’s leading insurance broker specializing in credit and political risk insurance on the creation of a joint venture in the development and supply of software for power plants. The team also advises on corporate structuring, governance, regulatory clearances, and handles asset deals. It is a noteworthy that the team rendered legal support for the project related to the creation of a corporate structure for the management of railroad assets. Clients encompass Echo Investment S.A., Grawe, TAS Group, BPL Global, System Group, Honda, BIC and others. The lead partners are Dmytro Syrota and Serhiy Dzis.
Vasil Kisil & Partners is a long-standing name for corporate and commercial matters, restructuring and M&A work, often involving several jurisdictions. The firm has a strong following from real estate, investments, energy, logistics, financial, aviation sectors, and increasing active across TMT. This past year the team rendered legal support to the restructuring of the partners’ shareholdings in the holding company controlling Ukrainian telecom operator Intellecom (“Giraffe” trademark); advised Bauer Media Group (Germany) on a series of transactions for buy-out of minority shareholders in three Ukrainian media companies. The firm is known for its extensive real estate practice, often supporting clients on corporate matters. For example, it acted for Hagag Group on the acquisition and development of a major residential property in Kyiv. The practice is led by two partners — Alexander Borodkin, who also heads real estate, and Volodymyr Igonin.
Throughout 2017 the Kyiv office of Wolf Theiss excelled in M&A deals and often received regional and parts of global mandates operating along its European offices. It also handled related corporate work. This past year the firm advised its long-standing client Lukoil on the sale of its large-scale chemical business in Kalush, western Ukraine; advised Stora Enso Oyi on the transfer of shares in the Ukrainian company between two Finnish legal entities within a global restructuring project for the separation of its European paper business into a separate sub-group. The firm is notably preferred by private equity players and venture capital funds. Recent highlights include advising Bain Capital Europe Fund IV, L.P. on the acquisition of a Ukrainian subsidiary of Sealed Air Diversey Care division, a global leader in food safety and security, facility hygiene and product protection, and the food hygiene and cleaning business within the Sealed Air Food Care division. Taras Dumych, managing partner, is a known transactional lawyer.
Ukrainian law firm GOLAW maintains strong practice emphasis on general corporate work for the corporate sector, enjoying solid international names in its client list. The firm handles private deals including outbound investments, corporate restructurings, development of international corporate structures, purchase and sale of corporate rights, as well as protection of shareholder rights, corporate governance, structuring dividend payments, liquidation. Alternative energy is one of the brightest industry focuses of the firm of late. For example, the firm advised Hydromist Ventures on attracting financing for an alternative energy project, including the development and implementation of a corporate project model. Most recently the firm advised Inci GS Yusana, a leading Turkish company in the field of battery and cellular industry, in incorporation of a representative office in Ukraine. The consistent client following includes OnTrack Engineering, Red Bull, Printec, Kiddisvit Group, Lacoste, Mirs Corporation, RedHead Family Corporation, Varamar Group, Azelis, Development Transformations, Dreamscape Networks, Enkom, Mercator Medical, Ubisoft, GAP, Inditex Group. Sergiy Oberkovych,senior partner, manages the practice.
KPD Consulting has a clientele made up of sound domestic names and diversified international clients. The recent practice was centered on joint investment projects and joint ventures, acquisitions and commercial matters and day-to-day business activity. The firm advised Ukrsib-Invest LLC on joint investment projects on the development of greenfield and construction of residential buildings; supported Terra Food Group in a number of cross border transactions with the involvement of different jurisdictions. Vitaliy Patsyuk, partner, lead the corporate and M&A practice. It is worth noting that the firm has two desks — the Western Europe Desk with the Munich-based counsel Felix Haffner, and the Russian Desk headed by Moscow-based Ekaterina Cherednichenko.
Renowned Konnov & Sozanovsky is exceptionally well-known for advising major names in media, entertainment and broadcasting, and currently operates throughout the technology, automotive, retail and consumer goods sectors. Film.Ua Group, a Ukrainian creative powerhouse and one of the largest Eastern European media groups, instructs the firm for advising on internal corporate procedure and complex transaction, i. e. share deals and corporate restructuring. Another recent highlight to note is representing an innovative international software vendor focused on powerful office solutions development and integrationon establishment of a software development center in Ukraine. Corporate partner Helen Yaremchuk leads the project with support from commercial practice lead, Alexey Pokotylo, partner. Alexey Ivanov, managing partner, provides general supervision.
Gramatskiy & Partners traditionally renders general corporate law advice to its standing clients, and handles intra-group transactions within holding structures and group of companies. Within the practice’s remit is share capital increase, share transfer and sale, corporate governance and control, corporate structuring and restructuring, resistance to hostile takeover. For example, the firm advised Fun Food Family on corporate structuring of its business; handled engagement of foreign investment and corporate restructuring of Graal LLC. Yegor Ignatichev oversees the practice. Ernest Gramatskiy, versatile practitioner, firm’s president, is a widely-known market name.
Law Offices of OMP is mostly known as a platform for agrarian and pharmaceutical companies seeking corporate and transactional support. The recent project portfolio included, among others, projects in such sectors as energy and retail. The firm rendered comprehensive legal support in transforming the representative offices of Glenmark Pharmaceuticals and Unipharm in Ukraine into a trading subsidiary LLC. Igor Ogorodniychuk leads the majority of corporate assignments.
MORIS GROUP offers notable expertise in the agrarian, construction, and energy sectors. The firm has two offices in Kyiv and Ivano-Frankivsk. This past year the corporate practice acted for the Football Federation of Ukraine, Bank Assets Management Company, Energo Product Ltd, PJSC Agrokultura. The firm is often chosen by industrial clients, and provided legal advices to Ivano-Frankivsktsement Eternit PJSC, Ukrainian construction company on restructuring of a group of companies in Ukraine, and supported restructuring of the holding company CemInWest. Recent projects included M&A, establishing joint venture, liquidations. Maryan Martynyuk, senior partner, heads the practice, and is also involved in competition and finance.
ANTIKA Law Firm is an established counsel acting predominantly on local transactions, investment projects, general corporate matters and related advisory. The client list features consistency, including AWT Bavaria, Heitman, Lantmannen AxaEsan Eczacıbaşı Industrial Raw Materials, Ghelamco Group. The team advised AWT Bavaria as for the process of reorganization of its business; consulted LLC Success Invest on the sale of a logistics center with a land plot for ATB Gorstroy Group. Three partners are involved in handling projects, namely Alexander Burtovoy, Alexey Kot and Sergii Korniienko.
KM Partners, renowned for its strength in tax, provides support of client’s corporate operations, and acts on comprehensive investment projects that require multidisciplinary approach. The firm also acts on M&A within the focus on individual business functions (such as manufacturing, logistics, sales) and further optimization of organizational and operational expenses, and handles the regulatory side. The team has the lion’s share of international business among its clients. Alexander Minin and Maxim Oleksiuk are the key contacts.
Ante Law Firm,which is known primarily for its strong aviation footprint, is rapidly expanding its clientele to the pharmaceuticals and construction industries. The firm advised Qatar Airways on its entering the Ukrainian market in 2017, and Alitalia on business model options for Ukraine. Other investors supported by Ante were Dogusan, SkyUp, XPH handling in opening a subsidiary or representative office in Ukraine as well as all corporate relations issues. The team was enlisted by the Council of Europe office in Ukraine for corporate structure analysis of media entities in Ukraine and drafting an audition commission statute for the national Ukrainian public broadcasting company. The firm also acted in a few corporate conflict litigations. The practice is led by Roman Storonskiy.
The local firm Sytnyk & Partners preserves the legacy it has gained among German and Austrian clientele. The team, as guided by counsel Artem Sokurov, is instructed for multi-jurisdictional work. For example, the firm has advised a large German based media, services and education group company on the restructuring of its Ukrainian subsidiary, spin-off procedure implementation with follow-up sale of a book business to an Austrian Investment Group; acted for a subsidiary of digital ad sales and media buying companies on the acquisition of a majority stake in an international cross channel ad network, supporting a corporate post-acquisition group restructuring.
Given its established workflow from banks and financial companies, Gryphon Legal renders corporate advice including regulatory and transactional matters. The firm’s recent project portfolio includes corporate structuring, support of acquisitions, regulatory service. The team advised Diamantbank on the corporate structuring of the bank group and introduction of M&A transactions, as well as on compliance of the NBU’s ownership structure with the group’s requirements; advised the Allianz Life Ukraine insurance company, which is part of the Allianz SE international group, on corporate structuring. Helen Lynnyk, Anna Andreasian and Inessa Mykhalchenko are the core figures.
Evris Law Firm, a new name on the Ukrainian legal market (the firm previously operated as N&D), is rapidly expanding its team with lateral hires. Most recently the team has been rendering advice during the investment process in agriculture, infrastructure and energy. This past year the practice team represented Agrosinergia, a large agroholding in Kharkiv Region in a M&A deal and purchasing corporate rights in the Chuguyiv oil extraction plant as well as operational company for a total amount of up to USD 35 million. Other growth areas are real estate and commercial property. Sergiy Benedysiuk heads the practice, with contribution from Anastasiia Poppel,senior associate.
ESQUIRES, a Ukrainian law firm established in November 2016, is focused on incorporation, corporate matters supporting operational activity of businesses, restructuring and liquidation. The team has already performed a number of deals, particularly in regulated industries. Thus, the firm supported both sides during the sale of insurance company PrJSC SK Ingo Ukraine by Lovington Holdings Ltd. Clients encompass LVN Limited (Nemiroff), Slavianka LLC, Ovocheva Skarbnytsia LLC, Montogolfiere AG, Dialog Diagnostiks LLC. The practice is led by partner Viktoria Kovalchuk.
Peterka & Partners, a Czech law firm with an office in Ukraine, handles corporate and commercial advice, mainly to foreign companies (e. g., Atlas Copco Ukraine, AmerisourceBergen, Alcatel-Lucent Enterprise CIS, Konica Minolta Ukraine, Kiilto, Nutreco, PEKM Kabeltechnik, Pankas, Nor-Maali, Nutreco, Pekm Kabeltechnik, Savino Del Bene, Sioen, Steelcase, SIOEN Industries, Tikkurila, T-Machinery) and their subsidiaries in the country on day-to-day matters. The office handles assignments on establishing companies and branches, as well as liquidations, corporate governance issues, changes to corporate documents. The firm advised DBK — Donau Brennstoffkontor GmbH,an international trading company handling regulations with regard to payment and corporate relations with a company located within territories not controlled by Ukraine. Tatiana Timchenko heads the office.
ECOVIS Bondar & Bondar is primarily known as an established market team in the aviation industry, regularly acting on corporate matters and supporting acquisitions. Among its main clients in 2017 are Ukraine International Airlines, INTERAVIA LLC, Aerohandling. Throughout the past year the industry focus also covered real estate, energy and pharmaceuticals. Oleg Bondar and Oleksandra Nikitina lead the practice.
Jurline, an Odessa-based law firm with established positions in the region, is a popular legal counsel for transshipment and transportation services companies, as well as leading corporate names of Southern Ukraine. The firm recently handled share deals, change of corporate structure, and possesses expertise in corporate disputes. Selected public clients of the firm take in TIS-Grain Ltd, LLC TIS-Mindobryva, PJSC Odesawinprom, LLC PTK Shabo, Kadorr Group, LLC Gavrylivka, Institute of Plastic Surgery Virtus, Eskaro Ukraine, PJSC Severtrans, PJSC Odesavtotrans. The practice is headed by Volodymyr Zubar.
Launched in 2017 fintech consulting Brightman Law Firm, has a sharp focus on cryptocurrency investments and Initial Coin Offerings, the procedure through which tokens are sold. In the framework of its mainstay, the firm is instructed for corporate structuring and corporate governance advising of a group of businesses in CIS and Eastern Europe, rendering support on business and asset acquisition transactions. The array of clients includes Cryptogroup, CoinyPay, EnjoyBusiness, Glorymine, ITX Security Systems, Axxon Soft, EcoAeroTech. The main contacts of this new market player are Dmytro Honcharenko and Krystyna Nyemchynova.
Poberezhnyuk & Partners, a domestic firm known mostly for commercial litigation, is expanding its corporate practice. The firm acted on corporate reorganizations, general corporate matters, securities, handled corporate conflicts. Valery Fedichin, who is focused on cross-border transactions, joined the firm as a partner.
Vdovychen & Partners, a domestic with a primary focus on litigation, has experience of handling share deals, resolving corporate conflicts and resisting raiding, shareholders’ meetings and moderating business separation, supporting operational activity. Oleg Vdovychen is the main contact.
Juscutum Attorneys Association is known for structuring investments, including start-ups, especially in the IT area. The firm advised United Aluminium on the purchase of an aluminium processing plant. Ruslan Redka, partner, is the practice head.
Legal Alliance Company has a strong footprint of its mainstay — pharmaceuticals and healthcare. The firm’s practice extends to restructuring and reorganization, governance, incorporation and market entry, corporate rights acquisitions. The lead partner is Oleksii Bezhevets.
Lexwell & Partners traditionally supports industrial clients, providing general corporate advice and M&A. The team of Andrey Kolupaev recently advised on the USD 3 million acquisition of a logistics center.
ST Partners, a compact local firm, is instructed by companies from pharmaceuticals, trade, education, shipping and logistics, banking industries. The team’s remit takes in corporate governance, meditation of corporate conflicts, restructuring. Sergiy Tyurin is the main point of contact.
The Kharkiv-based Oksana Kobzar Law Firm handles general advisory on corporate matters and handled the M&A of two leasing companies. Attorneys’ Association Gestors acted forPJSC Donetskoblgaz on the organization and conducting of the general meeting of shareholders, and establishment and registration of the single primary trade union.
Maria Orlyk, from CMS Reich-Rohrwig Hainz, is noted by peers for her deep knowledge of general corporate law matters.
Regional Desks of International Law Firms
Allen & Overy is one of the most vivid international law firms to regularly advise on transactions involving Ukraine. The location of key partners is UK, Slovakia, Poland, Russia, Germany, with 16 lawyers handling subsequent deals. Past year the firm advised Hitachi Automotive Systems and Honda Motor Co. on the merger control aspects of the establishment of a joint venture company for the development, manufacture and sale of motors for electric vehicles. Gareth Irving, a London-based counsel, manages major cross-border transactions in the CIS and Western Europe.
Herbert Smith Freehills hasaround 20 lawyers in its global network and acts on corporate matters involving Ukraine. The international firm is seen as English and Russian law counsel in M&A mandates. The firm, as led by the guidance of partner Alexei Roudiak, advised on English and Russian law ONEXIM Holdings Limited on the sale of Ukrainian Agrarian Investments S.A. to the Kernel group of companies. Another recent mandate led by partner Evgeny Zelensky was advising Sberbank Europe AG and Sberbank of Russia on the sale of VS Bank to TAS Group. London-based Tomasz Wozniak and Moscow-based Evgeny Zelensky and are the key partners for Ukrainian deals.
- Oleg Batyuk (Dentons)
- Olha Demianiuk (Baker McKenzie)
- Yevheniy Deyneko (EVERLEGAL)
- Oleksiy Didkovskiy (Asters)
- Tetyana Dovgan (CMS Cameron McKenna Nabarro Olswang)
- Taras Dumych (Wolf Theiss)
- Dmytro Fedoruk (Redcliffe Partners)
- Ernest Gramatskiy (Gramatskiy & Partners)
- Margarita Karpenko (DLA Piper Ukraine)
- Alexey Katasonov (PwC Legal)
- Yuriy Katser (KPMG Law)
- Armen Khachaturyan (Asters)
- Andriy Kolupaev (Lexwell & Partners)
- Alla Kozachenko (DLA Piper Ukraine)
- Denis Lysenko (AEQUO)
- Oleh Malskyy (Eterna Law)
- Volodymyr Monastyrskyy (Dentons)
- Andrii Moskalyk (Baker McKenzie)
- Adam Mycyk (Dentons)
- Yuriy Nechayev (AVELLUM)
- Oleksandr Nikolaichyk (Sayenko Kharenko)
- Iryna Nikolayevska (Kinstellar)
- Alina Plyushch (Sayenko Kharenko)
- Vadym Samoilenko (Asters)
- Albert Sych (EY Ukraine)
- Illya Tkachuk (Jeantet)
- Galyna Zagorodniuk (DLA Piper Ukraine)
- Anna Zorya (Arzinger)