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Natalia KOCHERGINA|DLA Piper Ukraine
The retail sector is demonstrating stable growth. Last year we saw new international brands enter Ukraine. At the same time, we see and our clients confirm, that there are global changes inside retail business. In Ukraine we see that international brands shift to city-store formats preferring leases with flexible terms allowing a quick and cheap exit. Another trend — traditional retail continues going online, which also has an impact on the change of format of brick and mortar retail stores.
With regard to the above trends we notice that clients often look for options to either reduce rent rates or, at least, suspend their growth. Thus, expertise in negotiating lease terms is in demand among clients. We also notice that most global retailers present in Ukraine consider expansion by opening small city stores based on a typical lease, while previously they were interested in developing their own shopping malls.
Over the last year we noticed interest on the part of clients in legal expertise backed by a business approach. Clients are seeking legal advice prepared from a commercial perspective. Any option proposed by a legal counsel shall be assessed from the business point of view and be commercially viable. In this regard a legal counsel is expected to have a strong understanding of the retail business. We also note that advising a retail business requires a complex approach combining IP matters, consumer protection, competition etc. Thus, good cross-practice interaction is the key for success.
We expect the number of big lease transactions on the market to grow in the future. We also expect new investors to enter shopping mall development. In our opinion, this will result in a rising number of M&A and JV transactions regarding retail property.
The cross-practice team at Baker McKenzie constantly acts as a preferred legal counsel to a wide scope of both local and international consumer goods and retail clients on real estate, intellectual property protection, international trade, customs and compliance, tax, dispute resolution, employment matters. The office is often a primary choice for major international retail players entering the Ukrainian market and seeking local law advice, as well as for the key players that need legal support on expansions of their retail chains, M&A, real estate, construction and compliance. In 2018 the firm advised Phoenix-Capital LLC on the multi-tiered sale transaction of the Victoria Gardens shopping center, the largest shopping mall in Western Ukraine, which is located in Lviv, to Dragon Capital. The international law firm has a wealth transactional experience combined with a global reach, and often acts as a local counsel of global M&A deals with subsequent coverage of competition, regulatory and other related aspects. For example, following completion of Whirlpool’s global acquisition of Indesit, the office supported their integration in Ukraine. In 2018 the firm advised Columbia Sportswear Company on trademark infringement matters, including criminal proceedings against counterfeiters in Ukraine. The clients include technology, food and beverages, fashion brands and clothing retailers, e-commerce platforms. Among disclosable clients are the Ukrainian branches of Auchan, Billa, McDonald’s. Vyacheslav Yakymchuk is lead partner for corporate and M&A work. Ruslan Drobyazko, intellectual property partner, is a port of choice for IP rights protection.
DLA Piper enjoys an impressive client base from different areas of the retail sector, being widely preferred as a legal counsel by international names. The firm’s multidisciplinary experience includes retail leases and subleases, construction, regulatory advice, competition law, IP, franchising, supply agreements. The office acts regularly on high-profile international transactions. In 2018 the firm advised Italian chocolate maker Ferrero on obtaining merger control clearance from the Antimonopoly Committee of Ukraine for its acquisition of Nestle’s US confectionary business. The firm renders legal services to such well-known companies as Burberry, Leroy Merlin, Assos Capital, Royal Coffee and Tea Ukraine (Gloria Jeans brand), McDonald’s, GAP, Wendy’s. Natalia Kochergina, known as a top experienced real estate partner, is the key contact.
Full-service Ukrainian law firm AEQUO has a multidisciplinary team that advises both Ukrainian and international companies in the retail and consumer product industries, that include major national retail stores, DIY market players, international retailers and consumer electronics producers. The firm advises on tax and regulatory issues, competition matters, corporate transactions, litigation. Among the notable clients of the firm are Epicenter K, Inditex Group, private equity house of Dragon Capital, MOYO and many others. Billa Ukraine is one of the major names that joined its list of clients and received advice on merger clearance procedures in connection with the sale of an integral property complex in Odesa. The firm also advised Novus in connection with an investigation of the Antimonopoly Committee of Ukraine on retail markets. Two partners on the board, Denis Lysenko and Anna Babych, guide client assignments. Another significant practitioner is counsel Sergey Denisenko leading high-profile competition projects. IP partner Oleksandr Mamunya regularly acts on IP rights enforcement matters.
The full-service Ukrainian law firm Asters utilizes its different practice teams to advise major retailers, retail landlords, luxury and consumer brands on the wide range of legal issues, including corporate, commercial contracts, taxation, e-commerce, data protection, competition. One of the firm’s many significant projects is advising PRADA Group in connection with the operation of its first mono-brand boutique in Ukraine. The firm also represents clients in competition investigations, commercial transactions and employment law matters. Partners Igor Svechkar and Oleg Boichuk co-head the practice.
ADER HABER has a sizeable portfolio of projects in the retail sector. Its team provides a broad scope of legal services, including real estate and lease, employment, restructuring, debt recovery, tax litigation, unfair competition and compliance. The firm represented interests of local subsidiaries of Inditex Group in court proceedings on the recovery of administrative and economic sanctions and penalties from the group of subsidiaries for non-compliance with the standards for employing people with disabilities. In 2018 the firm advised Business Services Lviv (NBS Lviv), Nestle Ukraine and Technocom Ltd on labor and employment matters. A large holding, which specializes in the manufacture and sale of furniture, as well as on construction and subsequent lease of business centers, instructs the team to support the acquisition of real estate assets and land plots. The firm succeeds in growing its client list, which included influential local and foreign companies. For example, AVK Company, British American Tobacco, Fudmerezha (ТМ Velyka Kyshenya), and WOG. Managing partner Yuriy Petrenko leads the practice related to debt recovery and tax litigation, while Aleksandra Fedotova, partner, is in charge of real estate and land issues.
The full-service law firm Arzinger acts for retailers from the DIY, consumer goods and household appliances, food and beverages, pharmaceutical industries. The firm is known for its real estate team headed by Timur Bondaryev, managing partner. With its own network of offices in Lviv and Odesa, the firm advises on expansions and supports multiple real estate and land issues. The IP/IT practice team guided by Kateryna Oliinyk develops expertise in the e-commerce sector. Other areas of recent activity included corporate transactions and tax.
GOLAW stands out for its impressive client base, which includes retail groups which are noticeable names on both local and international markets. The firm renders a wide scope of legal services on tax, corporate, consulting, employment, IP matters related to the sector. Litigation remains one of the strongest competitive edges, with a significant track record over the last couple of years. This past year the firm represented the interests of Marka Ukraine (Marks & Spencer retail group) in a court dispute with the tax body regarding appealing against a tax assessment, and in the dispute on the claim of the Organization of collective management of copyright and related rights as for penalties to a client for copyright infringement (use of musical works). The firm has a well-established offering of fashion brands and apparel retailers present in Ukraine. For example, Inditex Group and GAP Ukraine, and acts for retailers in industries including food and beverages, household, cosmetics and pharmaceuticals. The firm’s young generation of partners are highly active on the market. Maksym Lebedev is increasingly present in the sector. Iryna Kalnytska is primarily involved in tax litigation.
Gramatskiy & Partners has an established following of clients requiring complex support of big and medium-sized business in the sector, including formation of corporate structures and establishment of mechanisms for goods and services sale, taxation, structuring major retail chains. In 2018 the team provided legal protection to the Darynok trade center during control inspections by the State Emergency Service of Ukraine; advised Dniprovskyi Rynok on regulatory changes in trade and retail infrastructure. The firm also advised on the drafting, amending, conclusion and performance of supply contracts for Promkabel-Electrica. The firm is known for its strong expertise in real estate and commercial real estate work. In particular, its acted for notable developers and landlords. City Capital Group, Novyi Complex (Trade Centre Chocolate), Lavinia, Golden City are on its list of regular clients. Yurii Gorda is the supervisor for the retail industry in the firm.
The team of Ilyashev & Partners is known for its involvement in large-scale projects on the side of big players, and is especially noted for representation of shopping centers developers. The firm advised Auchan Retail International when entering into a French law governed intra-group term loan and revolving facility agreements (as lender) with its Ukrainian and Russian subsidiaries as borrowers. Another outstanding project was providing legal support to DH Invest and Megapoliszhilstroy on the purchase of the rights under a loan agreement with the subsequent purchase of the Respublika trade and entertainment center. The firm has a fixed position for extensive litigation experience, with notable strength in property disputes. Roshen, LeBoutique, Anthousa Ltd (Furshet group of companies) and other companies, that are well-known on the market, are clients of the firm. Managing partner Mikhail Ilyashev is the main figure.
Vasil Kisil & Partners advises major international retailers, including supermarkets, apparel and accessories. The sector requires expertise across a range of practices. For example, the real estate team of Alexander Borodkin acted as legal advisor to Auchan Ukraine on obtaining the lease for the premises. Moreover, the team of Andriy Stelmashchuk represents international clothing retail company Melon Fashion Ukraine in a tax dispute challenging its increased tax liabilities. Anna Sisetska is noted for supervising antitrust projects.
ANK Law Office, one of the biggest law firms in Odesa, is constantly preferred by owners and operators of shopping malls and business centers, whose main business is leasing of commercial real estate to lessees. The range of clients includes Riviera Shopping City, Fontan Sky Center, Marine Plaza Business Center and Vuzovskiy Business Center. The firm’s practice in the retail sector focuses in the main on the stages of drawing up, signing and making amendments to lease contracts, developing the structure of compensation of maintenance fees for shopping malls and advisory on taxation. The past year’s highlights include giving legal support to Fontan Sky Center in the deal between Tema Moda Ukraine (LC Waikiki) and LLC Srednefontanskiy (Fontan Sky Center) related to signing a lease agreement on commercial real estate in a shopping mall for 10 years. Dmitrii Kolodiazhny and Denys Yakovlev are the main contacts.
The retail practice of EY Ukraine consists substantially of ongoing tax and legal advisory, structuring of business, supply chains and contractual matters, legal compliance reviews, while its clients are usually prominent local and foreign companies. The international brand name is a port of choice for prestigious global and strong domestic players, as well as investors, being equally preferred by traditional and on-line retail segments. EY acted as a lead legal counsel and tax advisor to Temania Enterprises Ltd, a holding company of the Rozetka group, the leading online e-commerce retailer in Ukraine in the course of its merger with EVO, the internet company behind Prom.ua, the country’s largest marketplace. Partners Albert Sych, Igor Chufarov and Iryna Kalyta are the core practitioners.
The practice of LCF Law Group is mostly centered on debt recovery litigation — the strong mainstay of the firm. The firm provides, among other things, such legal services as due diligence and advises on appeals strategy. In 2018 the team represented the Fozzy group of companies in a range of litigations with banks. Other areas of expertise include tax. Managing partner Anna Ogrenchuk is the main contact.
Skliarenko, Sydorenko and Partners advises a leading international retailer Watsons (part of CK Hutchinson Holdings) on issues related to Ukrainian law, including litigation risks, contract law and commercial operations in Ukraine. Oleksandr Skliarenko, managing partner, is the key contact for this practice area.