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In 2018, the largest M&A transactions were in the:
• Metallurgy sector (major deal: Metinvest acting through Industrial Coal Holding acquired the Pokrovske mine and Sviato-Varvarynske factory from local oligarch Mr. Viktor Nusenkins). According to KMPG, two acquisitions in the metallurgy sector accounted for 45% of the aggregate value of all M&A transactions in 2018;
• Agriculture sector (major deals: Saudi Agricultural and Livestock Investment Company acquired Mriya Agro Holding from a consortium of foreign creditors; Sumitomo Corporation acquired Spektr-Agro and Spektr-Agrotechnica; Myronivsky Hliboproduct acquired a 91% stake in Perutnian Ptuj, a Slovenian poultry producer);
• Real estate (major deals: Dragon Capital acquired around 10 objects, thereby increasing its total premises area to 160,000 sq m; Kovalska, a construction materials manufacturer, acquired Business Center Toronto from Alfa-Bank with area of 7,500 sq m);
• Financial sector (major deal: Canadian Fairfax Financial Holdings Limited acquired insurance company Axa Ukraine from BNP Paribas group following its acquisition of another insurance company, QBE, in 2015 and 10% in Astarta Holding in 2017); and
• Retail sector (major deals: Investment Capital Ukraine increased its shareholding in Burger King Russia to 35% and Sarantis, a Greek group of companies, acquired Ergopack from Horizon Capital).
M&A transactions have been affected by the (already held) Ukrainian presidential and (upcoming) parliamentary elections in 2019, with some M&A projects on hold due to this uncertainty. No large scale privatization of 23 announced state-owned enterprises, including Indar and Krasnolymanska mine, no large public-private partnership projects as updated legislation was not adopted. Notwithstanding this, Horizon Capital confirmed its continued commitment to Ukraine by creating its new USD 200 million Emerging Europe Growth Fund III earlier this year to invest in fast-growing and export-oriented business.
In our opinion, investors will continue looking into agriculture (increase of land bank), energy (in particular, renewable), real estate and retail (IKEA, Auchan and Decathlon announced expansion in Ukraine), and it would be very optimistic to believe that 2019 will, in fact, become the third consecutive year to record an increase in M&A transactions. The role of a legal counsel in M&A will continue to remain important, particularly if the counsel can offer at a competitive price excellent industry-focused expertise in due diligence, structuring and preparation of transaction documents, merger control clearance, foreign currency and settlement guidance, as well as post-transaction support.
AVELLUM has a preeminent corporate and M&A practice team involved in strategic transactions in the market, working alongside big international law firms. Big-ticket M&A and joint ventures is a recognized strength of the firm. The practice portfolio also consists of corporate structuring, general corporate and commercial matters. In 2018 the firm, in addition to agriculture, real estate and HoReCa, banking and finance, oil and gas, IT, advised clients in FMCG, alternative energy (merely solar), and e-commerce sector. In a recent highlight the practice team advised EVO Group, the Ukrainian e-commerce market leader, on its merger with Rozetka, an online retailer and marketplace based in Ukraine; acted as the Ukrainian legal advisor to Goldman Sachs on the acquisition together with Dragon Capital of Horizon Business Centre from LLC Proekt-“A” and Horizon Park Business Centre from Ukrsotsbank. The firm has a strong track record of advising private equity funds on their investments in Ukraine. Most recently the team advised Horizon Capital and certain individuals on the disposal of 90% stake in Ergopack Group in favor of Sarantis Group. AVELLUM traditionally has a strong following among banks and acts on banking mergers. In particular, it supported the merger of MTB and Bank Center, and acted for responsAbility Investments AG on the acquisition of a shareholding in Bank Lviv. A consistent workflow of instructions comes from Investment Capital Ukraine (ICU) on its deals in the renewable energy market. The practice has two partners on board, and both appear to be highly regarded on the market. Yuriy Nechayev is praised for direct involvement in transactional work. Mykola Stetsenko is noted for unrivalled expertise and well-established connections.
Baker McKenzie possesses recognized expertise for global and domestic high-profile transactions, especially on cross-border English law governed deals. The established London-based and CIS-focused English qualified team is coupled with a long-standing presence on the Ukrainian market and unprecedented loyalty among large domestic clientele. The team is port of choice for cross-border M&A, corporate structuring, privatization, and is increasingly involved in post-acquisition disputes. The firm currently advises the State Property Fund of Ukraine on privatization of a 78.289% stake in Centrenergo, one of the largest Ukrainian power-generation companies. The industries of focus include agribusiness, healthcare, energy, financial services, retail, IT and communications, infrastructure. The consistent following of large Ukrainian companies ensures advising with their outbound investments, mainly in EU and Gulf countries. Over the last couple of years the Kyiv team enhanced its healthcare practice, being in front of transactional activity in Ukraine. For example, the firm represented Servier, a French pharmaceutical company, in its recently announced USD 2.4 billion acquisition of the oncology business of Shire, including in Ukraine; advised Invitro on the sale of its Ukrainian laboratory operations to Medicover. The transactional portfolio customarily features large agricultural transactions involving land banks, processing and infrastructure facilities; corporate work in the oil and gas sector; private equity transactions. Among the recent highlights to exemplify team’s projects is acting for Polenergia International on structuring of the JV to participate in a PPP project in the power sector; legal support to Diligent Capital Partners with a 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 client. Andrii Moskalyk, recently promoted to counsel, has recognized experience in PPP in energy and infrastructure industry knowledge. In 2018 Olha Demianiuk was promoted to partner, and drives transactional work for pharmaceutical and healthcare clients. M&A and private equity partner Viacheslav Yakymchuk is the head of the market leading team.
Recognized for its strong position in corporate finance on the Ukrainian market, Sayenko Kharenko is present in the biggest complex transactions of strategic importance, working on M&A and JVs, restructuring, sophisticated governance matters, and has a distinctive wealth management practice. Its sizeable and very-well versed practice team regularly acts as Ukrainian counsel alongside international law firms. The practice team spent a busy year being present across the most important economic sectors. Highlight transactions from 2018 include advising AB InBev and SUN InBev Ukraine in relation to combining the Ukrainian and Russian businesses and assets of two of the world’s largest brewing companies, and the creation of a joint venture; acting as a legal counsel to Greenyard, one of the world’s largest suppliers of fruit and vegetables, in relation to the disposal of its horticulture business to independent investment group Straco BVBA. The firm was present in the soundest project in the Ukrainian agrarian sector, advising Mriya Agro Holding on the long-lasting USD 1.1 billion debt restructuring and its subsequent sale to Saudi Agricultural and Livestock Investment Company (UK). Another sound deal in the e-commerce market was representing Naspers Group on the sale of a controlling interest in EVO Group to Rozetka. Vladimir Sayenko advises on M&A and competition matters, is an important figure in the market. Oleksandr Nikolaichyk was one of the busiest transactional partners, being present in the majority of projects past year. Alina Plyushch is primarily involved in the most sophisticated private wealth management issues.
Fast-growing Ukrainian law firm AEQUO commands a sizeable team and a stellar clientele composed of sound domestic and foreign names. The team is highly active in local and cross-border M&A, corporate restructuring, corporate governance and compliance matters, buy-out and subsequent squeeze-out procedures. The team has a solid portfolio of strategic transactions in the agrarian sector, commercial real estate, IT and telecommunications, energy, consumer and retail. The firm’s client list includes Myronivsky Hliboproduct, OLX, Dragon Capital, StarLightMedia Group, Epicentr-K, Ardagh Group, NCH Capital, VRenetic Inc. The team is often mandated to act as a Ukrainian counsel in global deals. This past year the team advised Ipsos, a global market research and consulting firm, on acquisition of four global divisions of the GfK Custom Research Business. Three partners lead the projects. Anna Babych, head of corporate/M&A, is a practicing solicitor (England and Wales). She is known for her strong contribution to ongoing corporate reform in Ukraine. Banking and finance partner Yulia Kyrpa oversees projects in the real estate sector. Denis Lysenko, managing partner, is a versatile practitioner who maintains involvement in M&A work and dispute resolution. Michael Lukashenko and Oksana Krasnokutskaya are key executive figures of the practice.
The Kyiv outfit of CMS Cameron McKenna Nabarro Olswang1 has a distinguished capacity for handling complex M&A English-law governed transactions, private equity deals and establishment of joint ventures. The team stands out for market leading positions in the energy sector and involvement in strategic port infrastructure deals in Ukraine. This is exemplified by supporting numerous M&A projects for Scatec Solar ASA, a large Norway-based solar power developer. Another landmark project is advising M.V. Cargo on establishment of a joint venture with Cargill, a leading international agricultural company, and subsequent construction of a new grain terminal in the Black Sea port of Yuzhniy. The cross-border team advised HNA Group on the sale of TIP Trailer Services to I Squared Capital, an independent global infrastructure investment manager; advised global private equity firm Cinven on its acquisition of Partner in Pet Food. Notably, the Kyiv office is often enlisted to handle English-law governed M&A transactions outside of Ukraine. In particular, the team advised the EBRD, Horizon Capital and Invalda INVL on privatization of and investment in Agroindbank, the largest commercial Bank in Moldova. This past year has seen the team support high-profile M&A deals in real estate. English-qualified corporate and private equity partner Graham Conlon heads the Kyiv office and is among soundest transactional lawyers managing multijurisdictional teams on most complex mandates. After being involved in significant practice workflow over the years Tetyana Dovgan was promoted to partner.
DLA Piper is called upon by big multinational clients for cross-border M&A deals, disposals, joint ventures, support of corporate reorganization and restructuring, as well as a wide range of corporate governance issues. The team acted a legal counsel to Atlantic Agro Holdings and DUI Holding on the sale of Kyiv Atlantic Ukraine, Atlantic Farms and Atlantic Farms II, all agricultural producers in Ukraine. This past year the firm had solid M&A portfolio advising international investors on expansion into Ukraine, providing expertise on transactions involving private equity funds, and consistently representing multinational corporations on establishing joint ventures with Ukrainian partners. The industry breakdown of clientele consists of energy, media, consumer goods, food and beverages, hospitality and leisure, pharmaceuticals and healthcare, manufacturing, and stands out for practical experience in aerospace, defense and technology sectors. Disclosable clients of the team include Pfizer, Mondelez, Jabil, Kyivstar, Skyrizon. The firm has recently increased its popularity among Asian clients. The practice team is headed by the strong transactional professional Alla Kozachenko, legal director. Managing partner Margarita Karpenko is regularly present across complex transactions, while competition partner Galyna Zagorodniuk is mostly focused on corporate work. Other key members of the practice team are Illya Muchnyk and Anastasiya Bolkhovitinova.
After combining with the Ukrainian office of Egorov Puginsky Afanasiev & Partners (EPAP Ukraine), Asters commands unprecedented capacity housing the most sizeable market team as led by seven partners, diverse expertise in complex transactional and advisory matters, and an impressive roster of international and domestic clients. The firm is mandated for big-ticket M&A and JVs, corporate restructurings and reorganizations, corporate governance matters, a wide array of commercial agreements. Asters is notably referred for its very well-established contacts with big international law firms. This past year the firm acted as a local legal counsel for Anadolu Efes in connection with the establishment of a joint venture by Anadolu Efes and Anheuser-Busch InBev; advised VR Capital Group on its acquisition of 50% of outstanding shares in PVK Energy Investments (Cyprus) from ICU. The recent areas of transactional activity included banking, TMT, energy, healthcare, agricultural, chemical, transportation sectors. After the merger the practice portfolio added strength with projects workflow from energy, real estate, commercial property, chemical industry and telecom. Led by Oleg Boichuk, partner, the team assisted EuroChem with divestment of its Ukrainian assets and operations to local management; handles advising Salini Impregilo S.p.A. on the restructuring of its Ukrainian assets and operations in connection with the disposal of Todini Costruzioni Generali; acts as a long-standing counsel to Univermag Ukraina on all Ukrainian corporate law and corporate governance matters. The partnership staff of the practice is made up of Armen Khachaturyan, Vadym Samoilenko, Oleksiy Demyanenko, Oleksiy Didkovskiy, Tamara Lukanina, Svitlana Chepurna.
With its long-standing commitment on the Ukrainian market, international law firm Dentons is traditionally hired by sound industry leaders for sophisticated cross-border M&A, joint ventures, corporate governance and compliance. Clients are drawn from agriculture, energy, retail, financial services, technology, hardware and electronics, and chemicals. Given its strong positions in the energy sector, the Kyiv office is often retained for subsequent instructions. For example, the team advised ACCIONA Energia Global in connection with its EUR 54.7 million investments in the development of a solar power plant in Dymerka. Other highlights included advising an international US-based technology company on a number of investments in Ukrainian software developers and two R&D centers; a European software company on the sale of shares to a global provider of OSS/BSS software products solutions and services, and with subsequent transfer of shares in a Ukrainian subsidiary. Being both widely known on the market Oleg Batyuk and US-qualified Adam Mycyk are the lead partners. Another active partner, Volodymyr Monastyrskyy, constantly obtains strong support from peers. Anna Tkachenko was promoted to counsel.
Ukrainian law firm Redcliffe Partners demonstrates strong market capacity for handling multijurisdictional transactions alongside big international law firms. The firm acted as Ukrainian law adviser to the Saudi Agricultural & Livestock Investment Company United Kingdom (SALIC) on acquisition of the assets of Mriya Agro Holding, including infrastructure facilities, machinery and land lease rights; advised Straco BVBA on acquisition of the Ukrainian subsidiaries of Greenyard NV (Belgium) engaged in the mushroom growing business. The team is known for its notable activity in the energy sector. The practice is led by several partners, particularly by Dmytro Fedoruk, and recently promoted Zoryana Sozanska-Matviychuk. Rob Shantz, a US-qualified partner, is another important figure of the practice.
Highly-recognized Ukrainian law firm Arzinger has a significant corporate and M&A practice equally well-versed for domestic and cross-border transactional mandates, market entries and exits, corporate restructuring, squeeze-out procedures, resolution of corporate conflicts. Most recently the team has provided legal support to Adobe Inc. on the Ukrainian part of the global USD 1.68 billion transaction on acquisition of Magento Commerce, a market-leading commerce platform; represented Contour Global, a power generation business, in the course of sale of a major part of its businesses in Ukraine. The team has notable expertise in private equity matters that can be exemplified by representation of Yarych Confectionary Factory in the course of the investment deal with Horizon Capital, whereby the latter acquired 49% of the group. In 2018 the Lviv branch, as headed by partner Markian Malskyy, was also vivid in regional transactions, and represented Goodvalley in the acquisition of one of Kernel’s subsidiaries — enterprise Galician Agricultural Investments. Of late, the team has gained unique experience of supporting the sale and purchase of shares by using Bitcoins as a form of payment. The firm’s partner Anna Zorya is at the forefront of cross-border transactional mandates, and actively contributed to carrying out reform of corporate legislation. Timur Bondaryev, the firm’s managing partner, leads transactions involving German-speaking clients.
CMS Reich-Rohrwig Hainz is a point of choice by prestigious clients originating from trading partners and investors, and enjoys a particularly strong following of German-speaking clientele. The office is enlisted for M&A and joint ventures, corporate restructuring and reorganization, establishing business presence, corporate governance and support of operational activity. The Kyiv office advised Conwert Group, a large property group, on the sale of the largest Class A business center in Zaporizhzhya to Dragon Capital Investments Limited. Following completion of a complex multijurisdictional transaction on acquisition by MANE Group of a distribution chain, the office continues to provide regular support and legal advice in connection with their day-to-day business and commercial activities, and distribution network. The clients come out of a range of sectors including automotive, energy, healthcare, technology and commercial property. The two-partner practice is led by Maria Orlyk renowned for contributing to reform of limited liability companies, and Johannes Trenkwalder, involved primarily in transaction work.
Eterna Law benefits from its well-established network of offices and is retained to provide local and cross-border corporate and transactional work, including corporate structuring and restructuring, share and asset deals, mergers and acquisitions. Economic sectors that saw recent activity take in conventional and renewable energy, port infrastructure, real estate, commercial property, retail and telecommunications. The team is often retained by big Ukrainian business owners and private investors for supporting their corporate activities. Some recent highlights are development and implementation of the ownership structure of the AE 37 group of companies owned by Yevhen Chernyak under the laws of foreign jurisdictions; advising the beneficial owner of a large vodka holding Khortytsya on restructuring and M&A. The firm regularly advises investors on potential acquisitions, most recently advised Republic on investment and the potential acquisition of a large mall; and a potential Malaysian investor on acquiring VTB Ukraine. Given its presence in Germany and Latvia, Eterna vividly supports outbound investments, presently acting for a private investor on the acquisition of a filling station complex in Latvia. Oleh Malskyy has headed the practice for many years as a universal partner. Maksym Uslystyi is another key partner handling projects in Ukraine and Kazakhstan, being especially active in the energy sector recently.
EUCON Legal Group has its fixed niche of corporate work related to bilateral investment flows between Ukraine and Poland. Having two offices, in Kyiv and Warsaw, is an obvious advantage. Over the last couple of years the group advised a variety of domestic and Polish clients on corporate matters and related tax issues, including corporate restructuring involving several jurisdictions, acquisition of corporate rights and corporate conflicts. Recent highlights of the group include advising SenV Group, industrial corporation involved in metalworking and molding from plastics, on corporate structuring and entering the markets of Central Asia, embellishment of a joint venture and tax matters. The firm has the significant loyalty of clients seeking corporate business structuring for entering the EU market throughout Poland. Some clients of note are Mikogen Ukraine, Mikogen-Center, Derek Group, Global Photovoltanic Investment, EU VegOils Group and Derotex. The practice is developed by two partners, Yaroslav Romanchuk and Andrii Romanchuk.
Constantly referred as dynamic and ambitious market player, EVERLEGAL has grown its presence in corporate and M&A landscape, and won the following of clients from oil and gas, renewable energy developers and investors, investment funds, agri-holdings, FMCG and IT. This past year the team, made of magic circle lawyers, became one of the brightest legal counsels of renewable energy projects in Ukraine, demonstrating an extensive portfolio of transactional projects on board. The firm advised UDP Renewables on the sale to Acciona Energy of Ukrainian solar power plants under development in Kyiv Region. The major focus of the team are cross-border M&A and JV. Yevheniy Deyneko leads the practice, while Andriy Olenyuk is focused on his renewable energy track record.
EY in Ukraine possesses corporate and M&A as one of its key legal practices. The Kyiv-based team bolstered a number of general corporate law assignments and demonstrated involvement in landmark M&A of 2018. Notably, the team advises local and cross-border private M&A deals, including those governed by English law. Recent deals include its role as legal counsel and tax advisor to Temania Enterprises Ltd, a holding company of the Rozetka group, in the course of its merger with EVO; advising Sarantis Group on its acquisition of Ergopack; support of ByFrederic on sale of Shpola-Agro Industry. As a point of choice by numerous international brands, EY constantly supports them on incorporation of subsidiaries, corporate governance, restructuring, corporate compliance and other operational matters. The Kyiv team is led by a number of partners, namely Albert Sych, Vladimir Kotenko, Igor Chufarov and Iryna Kalyta.
ILF Law Firm, with offices in Kharkiv and Kyiv, tackles both middle-market clients and Ukrainian branches of sound international names for advisory matters. The portfolio of corporate and commercial projects includes international corporate restructuring projects, commercial agreements, shareholders agreements, market entries and exits. The team acted as a Ukrainian legal counsel to PWN Publishing Group on its restructuring. The firm is known for its strong following among IT clients in Kharkiv Region seeking, among others, business structuring and corporate support of their operational activity. Industrial clients operating in Eastern Ukraine and healthcare operators draw up a big chunk of its clients. Publishable clients take in BASF, Volvo Ukraine, SciForce, EGGER Romania, Racoon Gang. Anton Zinchuk moved of counsel. Managing partner Tetiana Gavrysh acts on sophisticated projects in healthcare. Serhiy Silchenko took over as head of the practice.
This past year the practice of Ilyashev & Partners was boosted with M&A assignments in agrarian and food industries, energy, insurance and finance sectors. Public highlights include advising Cotecna Inspection S.A. on its acquisition of three Ukrainian companies of Nofa Dominus; support of acquisition of Yuggazresurs and sale of shares in PJSC Ukravtoresurs. The firm consistently acts for BTA Bank on corporate matters. The firm is actively involved in advising on Russian and Estonian law, benefiting from having offices in Moscow and Tallinn. Corporate and shareholders disputes remain its renowned strength. The team was recently involved in resolving shareholders disputes in LLC Alfa-Zabava (ТМ Budynok Ihrashok). Mikhail Ilyashev and Roman Marchenko supervise the practice. Yevgen Solovyov, who was promoted to partner, is another key contact.
INTEGRITES, an international brand name originating in Kyiv, demonstrates involvement in significant restructurings and reorganizations, cross-border transactions and joint ventures advisory. Given strong positions in real estate, the firm often handles projects involving asset deals and land bank extension. The team advised Kyiv-Atlantic Ukraine on the sale of a land bank. This past year was marked with flourishing M&A portfolio in the renewable sector. The team’s landmark deal was advising NBT AS, a Norwegian wind farm developer, on its acquisition of the Ukrainian wind farm business SyvashEnergoProm LLC. The Ukrainian practice is led by two partners: Dr. Oleksiy Feliv and Munich-based Julian Ries. The firm stands out for its strong team as led by Dmytro Marchukov, who is involved in corporate conflict resolution with broad experience in cross-border litigation.
Corporate and M&A is one of the key practices of Jeantet, a French international law firm. The Kyiv office traditionally has a flourishing portfolio of mostly international clients seeking support of structuring their business in Ukraine, corporate restructuring, acquisitions, squeeze-out of minority shareholders, corporate governance, structuring of distribution of dividends and related day-to-day corporate issues. Jeantet advised Société Kaolinière Armoricaine, an international mineral and mining company, on restructuring of its activity in Ukraine. Another recent highlight is giving advice to ACP Europe relating to the acquisition of a production unit in Ukraine and its further reconstruction. Among notable recent highlights is assisting Pact, a non-profit US corporation on the implementation of the International Technical Assistance projects. The firm’s local partner, Illya Tkachuk, headed the practice and year over year extended the deal portfolio of the practice2.
Jurline is one of the leading legal counsels in Southern Ukraine and is based in Odesa. The firm is enlisted for complex corporate assignments and M&A, being the primary choice for transshipment and transportation services companies in Ukrainian ports, real estate developers, local wine and spirit producers. The firm most recently supported acquisitions of shares in TIS-Grain Ltd and TIS-Mindobryva LLC, big companies for transshipment and transportation of goods in the port of Yuzhniy. Disclosable clients include PJSC Odesawinprom, PTK Shabo, Kadorr Group, PJSC Severtrans, PJSC Odesavtotrans, Vesta, SK Petroleum. Volodymyr Zubar, managing partner, is the main contact.
Kinstellar has a strong presence in CEE region, and its Ukrainian office continues to get mandates from sound names. The team is involved in advising on corporate governance reforms of public companies, establishment of JVs, corporate restructurings, disposals, support of investment and M&A deals. In October 2018 the firm renewed its mandate for advising the Supervisory Board of Naftogaz. Among other notable appointments for corporate advice were British American Tobacco, Syngenta, EBRD. The Kyiv team advised majority shareholders in Nemiroff Vodka Limited, a leading Ukrainian spirits producer, in connection with the conclusion of shareholder agreements between Nemiroff and their joint soya processing business. Other notable representations included advice to International Hotel Licensing Company S.a r.l., a subsidiary of Marriott International, in connection with the opening of Aloft Kiev. A very significant inflow of work comes from the energy sector, both conventional, gas trading and renewable projects. Kinstellar advised TBEA, China’s largest energy equipment manufacturer, on its investment in a wind power plant in Southern Ukraine. The office is also mandated to support global deals alongside other jurisdictions, and most recently advised McCormick Inc. related to an M&A deal with regard to acquisition of Enrico Giotti S.p.A., an Italian spice house. The practice is led by Iryna Nikolayevska, counsel. Olena Kuchynska, partner, leads corporate projects in the energy sector.
KPMG Law possesses a strong M&A expertise supported by its interdisciplinary offering and traditional strength in tax of this “Big Four” company. The team is a preferred counsel for clients in the agrarian sector, oil and gas, renewable energy, healthcare, metallurgy and retail. The practice team renders ongoing 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 real property portfolio, one of Ukrainian office centers. This past year the firm was especially active in the renewable energy sector, particularly advising foreign investors on their entry into the Ukrainian market throughout acquisitions and conducting legal due diligence of ready-to-build projects of a solar power plant. Its recent portfolio in the corporate practice takes in legal and tax support in restructuring, “debt-to-equity swap” procedure, corporate governance, compliance and liquidation procedure. The practice is led by Yuriy Katser and Sergiy Popov.
MORIS GROUP, a Ukrainian law firm with offices in Kyiv and Ivano-Frankivsk, is adept at acting on corporate restructurings, liquidations, joint activity and M&A. The firm’s clients include sound names from the agro sector, energy, real estate and construction, insurance and finance. The firm is also noted for its experience in supporting the public sector. In 2018 the group was particularly active in supporting mid-size M&A. The list of public clients includes Agrokultura, Gazinvest, Euroinvestbud, Ivanofrankivsktsement-eternit, CemInWest S.A., the Football Federation of Ukraine, Ivano-Frankivsk City Council, Ministry of Finance of Ukraine. The practice is led by senior partner Maryan Martynyuk.
In 2018 Ukrainian law firm NOBLES had an active transactional practice with notable involvement in large-scale M&A and strategic corporate matters involving global brands and their Ukrainian branches. The international client base spans such economic sectors as renewable energy, agriculture, IT and retail. It maintains close ties with German law firm Noerr (was present in Ukraine till 2013) and retains a strong following of German-speaking clients. The team advised the German family office of Wendeln on the sale of a vertically-integrated agricultural production complex in Kherson Region; advises a major global fashion and clothing retail company in its expansion to the Ukrainian market. The landmark project of the past year was representation of Energo Group in the sale of a coal business (PJSC Colliery Group Pokrovske, LLC Concentrating Factory Sviato-Varvarynska, PJSC Donetsksteel — Iron and Steel Works) for over USD 700 million to a group of buyers including Metinvest B.V. It is worth noting that the firm is mandated to act as a a local counsel in global deals. This past year the firm acted as a Ukrainian counsel to Partners Group in relation to the announced USD 2 billion acquisition of GlobalLogic Inc. from Funds advised by Apax Partners; advises UNION TANK Eckstein GmbH & Co. KG in the acquisition of the TIMEX Card business in Eastern Europe. The list of clients includes H&M, Partners Group, Fujitsu, Beam Suntory, Ivoclar Vivadent, Zooplus, LSG Sky Chefs, Mothercare, BayWa, Fr. Meyer’s Sohn, Rocket Internet, TÜV NORD. The firm has a sizeable practice team led by three partners, namely Volodymyr Yakubovskyy, Alexander Weigelt and Tatiana Iurkovska.
SDM Partners has an established practice able to handle domestic and cross-border transactions, being retained for M&A, purchase of assets, international corporate structuring and restructuring. Clients are drawn from the agrarian, medical, retail, technology and software, insurance, investment and finance sectors. Most recently the team rendered legal support to an international medical holding in the purchase of a chain of laboratories; advised a Ukrainian investment company in purchasing a major international railway holding in Ukraine. The firm is also enlisted for corporate disputes and shareholder litigation. For example, it acted for a major Turkish investor in a corporate dispute settlement related to one of the largest trade centers in Lviv. Three partners guided the practice workflow, Dmytro Syrota, Serhiy Dzis and Yuri Rudenko.
Vasil Kisil & Partners has a stable portfolio of corporate structuring and restructuring, M&A, share deals and shareholders matters. The firm is especially often hired for multijurisdictional mandates. The team advised Spectr-Agro on structuring foreign holding for three Ukrainian shareholders and structuring their transaction with Sumitomo Corporation; advised railway cars operator and logistics company Amadeus Marine in Odesa Sea Port on matters related to their corporate structuring and legal separation of railway operation business and port terminal business. On the M&A front, the team advised LNZ Group, a diversified agro-industrial company operating in the seed and crop production sectors, in acquisition of Shpola-Agro Industry. The firm is active in the TMT sector, and most recently rendered Ukrainian law advice to Bauer Media Group (Germany) on a series of transactions for sale of shares in three Ukrainian media companies. Another highlight is acting as a legal advisor for Mellanox Technologies, a major supplier of hardware for data centers and software developer that opened its R&D center in Kyiv, on corporate issues in running an IT business. Prestigious clientele includes significant domestic and foreign names, to name a few: Intellecom, Lekhim, Mondelez, Mitsubishi Corporation, Camozzi Holding. Volodymyr Igonin is a lead partner, and was noted for his increased presence in transactional mandates.
Wolf Theiss, with its offices in 13 countries, is positioned to handle regional as well as local M&A and corporate related work. The firm has a strong following of European, especially German speaking clients, and notable expertise of counselling private equity funds. The office advised Munich RE, the large international insurance company, on the sale of its subsidiary in Ukraine, as a part of a global M&A transaction; and have recently handled a complex due diligence examination of the one of the leading Ukrainian telecommunications company for A1 Telekom Austria, in connection with the envisaged acquisition. Another highlight is advising Rent24 GmbH, specializing in flexible co-working and co-living solutions, on the creation of a JV with a Ukrainian partner, Chasopys for the development of Ukrainian business and expansion to other jurisdictions. Taras Dumych, managing partner, heads the practice.
Ante Law Firm supports the day-to-day corporate matters of its clients, a roster of sound aviation, pharmaceuticals, real estate and construction names. The firm acts for investors including Qatar Airways, Dogusan, Lufthansa group in opening subsidiary or representative offices in Ukraine as well as all corporate relations issues. This past year the team also acted in a few litigations regarding corporate conflicts. The firm enhanced its client profile, which include Sanofi-Aventis Ukraine, XPH Handling, Zdravo, Technomedex group, Omega pharma Ukraine (Perrigo group), Alitalia. Roman Storonskiy leads the practice.
ANTIKA Law Firm has a stable following of clients seeking support for their corporate activities in Ukraine. The firm has established positions of handling projects in energy and real estate sectors. Clients worth noting include AWT Bavaria, Heitman, Lantmannen Axa, Esan Eczacıbaşı Industrial Raw Materials, American Leasing Company. Dr. Alexey Kot and Sergii Korniienko led the firm’s projects. The firm has recognized expertise in litigation, while lead partner Andrey Kuznetsov is involved in settling corporate disputes.
Highly-focused on the IT sector, Axon Partners has an industry edged corporate offering. The scope of requests from clients includes corporate structuring issues in Ukraine, EU, USA and worldwide in the context of Ukrainian companies moving into foreign markets and the establishing of R&D offices of foreign companies in Ukraine. This past year the team acted for Beetroot, VGS, Binary Studio, Intelliarts on their subsequent queries. Yura Kornaga, Denys Beregovyi and Oksana Kobzar perform corporate work.
ECOVIS Bondar & Bondar handles corporate work, including business structuring and incorporation, joint ventures and sales. In addition to the aviation industry, its team regularly advises investors in the real estate sector. Oleg Bondar and Oleksandra Nikitina are lead partners.
ESQUIRES is involved in business incorporation and general corporate support, corporate restructuring and liquidation. This past year the team of Artem Saprykin represented ICU group in a series of acquisition deals, namely of a company engaged in the generation of electrical energy using photovoltaic modules, Solar Capital energy company and of qualifying a holding in a bank. Other selected clients of the practice include LVN Limited (Nemiroff), Dialog Diagnostics, Hubble Ukraine, Travel Line Ukraine, ONE LOVE coffee. Viktoria Kovalchuk is lead partner for corporate work.
Ukrainian EVRIS Law Firm demonstrates its corporate offering throughout, supporting investment projects in the agriculture, infrastructure and energy sectors. In 2018 the firm rendered full-scope legal and tax support to Volterra Energy Group LLC in the acquisition of two solar plants in Ukraine. Agrosinergiya and EastOne Group are also representative clients. Sergiy Benedysiuk is lead partner.
GOLAW has a well-established following for general corporate matters, with special queries for support of complex investment projects and market entry, international corporate structuring, corporate governance. The corporate advisory and transaction team is enhanced by strong tax expertise on the board. The firm advised TIU Canada, Ukrainian subsidiary of Canadian investment fund Refraction Asset Management, on the due diligence of solar energy project and further construction of a solar power plant. Another highlight is legal support to a high net worth individual, owner of an art gallery, on structuring an international business of artworks trading and development of corporate structures in a number of jurisdictions. Names on the representative client list include Red Bull Ukraine, FineLine Global, Azelis, DOW Isolan, Express Credit, Mercator Medical, Ubisoft. Two-partner practice team works under the guidance of Sergiy Oberkovych and Max Lebedev.
Gramatskiy & Partners has a very well-established following of clients from real estate and construction, commercial property, transportation, engineering and logistics HoReCa sectors. The practice spans a wide scope of corporate work, including share transfers, corporate governance, structuring and restructuring, intra-group transactions. Among the highlights is representing City Capital Group in the acquisition of a 100% shareholding in Voronin JSC. Yegor Ignatichev is at the front of corporate practice. Market players recognize Ernest Gramatskiy, the firm’s founder, who acts on significant transaction matters.
Juscutum Law Firm is involved in corporate structuring, shareholders agreements, share deals, business separation. The firm is known for its vivid focus in IT and telecommunications. The lead partner is Ruslan Redka.
KM Partners is well-versed in supporting corporate queries that arise for its clientele, emanating from the agrarian sector, food and beverage, energy, industrial manufacturing, logistics, etc. The team’s recent project profile includes developing corporate documents, compliance with provisions of new legislation, business structuring, reorganization, asset deals and M&A. The firm has exceptional strength in taxation, and assists in mitigating transfer pricing risks during transactions on the territory of Ukraine. The practice workflow is divided between two partners: Alexander Minin and Maxim Oleksiuk.
In 2018 Konnov & Sozanovsky boosted its practice with corporate structuring and restructuring assignments, corporate governance and M&A. The team has a unique niche in media, entertainment and broadcasting industry. Most recently the dedicated team handled corporate and tax restructuring of the business of an international media group subject to new requirements of the European legislation and arranged legal support for an M&A transaction for a client in the TV and film industry. Senior partner Sergei Konnov acted in mediating a corporate conflict that arose between shareholders of an industrial company. Alexey Ivanov, managing partner, is the main contact.
Krolevetskyi & Partners, a Kharkiv-based law firm, is involved in comprehensive investment projects rendering corporate structuring and restructuring, share deals, etc. The firm has a stable following of industrial clients, including Metalan, Astarta, Eurologic, Ideasot Grupp. One recent example of the firm’s work is development of a corporate structure for an industrial group created by Ukrainian and Chinese investors to produce electrical goods in Ukraine; support of an IT company in its corporate structuring and further acquisition by a strategic investor from Israel. Kyrylo Krolevetskyi is the main contact.
Legal Alliance Company is an industrial boutique focused on pharmaceuticals and healthcare sector. Its team regularly supports incorporation and market entry in this regulated area, restructuring and acquisitions. The firm supported Shans Clinic in its acquisition of a medical clinic. Oleksii Bezhevets is the lead partner.
Law Offices of OMP primarily possesses an industry specific focus, acting as a consistent legal counsel for the agrarian and pharmaceutical business. Apart from general corporate matters, the firm is regularly instructed for shareholders agreements, corporate structuring, asset sales and M&A. In 2018 the firm was notably active in the real estate and energy sectors. The firm rendered complex legal support in structuring of wind park constructions activities in Ukraine for Vestas. Public clients include the Agro-region Group, Cygnet Holding, Dedov, Glencore, Quadrum Global, APK Agro holding, Rabobank, Fitofarm, Egurra, Ukragroport, Zelena Brama. The practice workflow is led by two partners Mykola Orlov and Yaroslav Sverdlichenko.
Mostly known as a litigation firm, in 2018 Pavlenko Legal Group became vivid in corporate advisory and transactional projects. Notably, the firm represented Eridon, the leading Ukrainian company in distribution of plant protection products, fertilizers and seeds of foreign selection, in a series of acquisitions, particularly the agricultural companies of Kyiv-Atlantic group, and purchase of the corporate rights of Ecotrans and Artem Agro, private enterprise Soyeva Sfera, Agrofirm Iskra, Stud Farm Yanenkovsky. Corporate structuring, shareholders agreement and squeeze-out are in the group’s recent remit. Denis Maistrenko is lead partner. In 2018 Anna Hryshchenko (Kremnyova) joined the firm as a head of M&A and antitrust.
The Kyiv branch of Czech law firm Peterka & Partners regularly advises foreign companies and their subsidiaries on their corporate and commercial matters in Ukraine. Most recently the firm advised ZVVZ-Enven Engineering on establishing a JV with a Ukrainian partner; advised PEKM Kabeltechnik on the corporate restructuring of its Ukrainian subsidiaries. Taras Utiralov, partner, is the director for Ukraine.
The long-standing market player Sergii Koziakov & Partners demonstrates a portfolio of share transactions, asset restructuring, M&A. The firm enjoys legacy for being involved in privatization of state property. The highlight deal of 2018 was advising shareholders in SyvashEnergoProm LLC on the sales of the participatory interests to NBT AS through its subsidiary East Renewable Energy AB. The project was led by partner Andriy Karnaukhov. The firm has a robust clientele, among others, includes Nibulon, Budhause Group, Agricom Group Limited, Opel Southeast Europe, Lenovo Group, Hyundai Corporation, Samsung Electronics, Chinese Commerce Association, Europa Arm Sport, Ibis, IAS Borispil SC, KSP Arsenal. Other partners, Mykola Podpalov and Nataliia Isakhanova, handled projects of the practice.
After the departure of the team to Asters, Oksana Ilchenko became managing partner of the Kyiv office of EPAP. She received market support during the poll for expertise in corporate transactions.
For many years Allen & Overy, a member of the UK’s Magic Circle of leading law firms, has had a strong trail in Ukraine-related transactions. In 2018 the firm acted as English and Luxembourg law counsel to Badoix Investments Limited in connection with the investment by Diligent Capital and FMO in Allseeds S.A. The London team included Dominic Morris, partner, Gareth Irving and Michael Snook. With the 15 practitioners on board involved in related projects, key partners sit in the UK, Slovakia, Poland, Russia, Germany. London-based counsel Gareth Irving is involved in major cross-border transactions in the CIS.
Known as a global force in corporate and M&A transactions, Clifford Chance maintains vivid activity in mandates involving Ukraine3. Under the guidance of Brussels-based partner Niek De Pauw the firm acted as a global counsel to a Belgian-based private equity fund Straco BVBA in the acquisition of Greenyard’s horticulture business, which is a market leader in Belgium, France, Poland and Ukraine. The Warsaw practice team as led by Wojciech Polz advised SPV Operator sp. z o.o., a subsidiary of Agencja Rozwoju Przemyslu S.A., on the acquisition of a 81.05% stake in Stocznia Gdansk S.A. and 50% stake in GSG Towers sp. z o.o. and certain assets by affiliates of the Polish industrial development agency, from companies controlled by Ukrainian businessman and politician Serhiy Taruta. The Ukrainian desk of 10 lawyers operates out of offices in London, Warsaw and Istanbul. The key figures are Jared Grubb, managing partner of the Istanbul office, and Warsaw-based of counsel Nick Fletcher.
Herbert Smith Freehills is regularly present in corporate finance mandates, being often instructed by Russian banks and corporates with business in Ukraine. The international law firm has significant capacity of around 20 lawyers across the global network involved in Ukraine-related matters. The team led by Alexei Roudiak, partner, advised Russian law Groupe Atlantic on the acquisition of ACV, leading producers of residential boilers in Europe. The key practitioners are Moscow-seated partner Evgeny Zelensky, London-based Jeremy Garson, partner, and Gareth Keillor, of counsel.
In 2018 K&L Gates, a US-based international law firm, was present in significant M&A mandates in the renewable energy sector. The firm represented Norwegian wind farm and renewable energy developer NBT AS on structuring its renewable energy investment in Ukraine, and its acquisition of the Ukrainian wind farm business SyvashEnergoProm LLC. In addition, London special counsel Alex Blomfield leads the team on advising on the ongoing development, construction and financing of the Syvash Wind Power Project, including equity investment and structuring. The firm regularly acts as lead counsel in global deals, most recently advised Ipsos in its acquisition of GfK Custom Research Business: Customer Experience, Experience Innovation, Health and Public Affairs.
1 СMS is represented through two offices in Ukraine: CMS Cameron McKenna Nabarro Olswang and CMS Reich-Rohrwig Hainz.
2 In April 2019 he joined INTEGRITES with a group of lawyers.
3 Since the firm left the market in 2015, it has a best friend’s arrangement with Redcliffe Partners.
- Oleg Batyuk (Dentons)
- Timur Bondaryev (Arzinger)
- Olha Demianiuk (Baker McKenzie)
- Yevheniy Deyneko (EVERLEGAL)
- Oleksiy Didkovskiy (Asters)
- Tetyana Dovgan (CMS Cameron McKenna Nabarro Olswang)
- Taras Dumych (Wolf Theiss)
- Ernest Gramatskiy (Gramatskiy & Partners)
- Volodymyr Igonin (Vasil Kisil & Partners)
- Margarita Karpenko (DLA Piper Ukraine)
- Yuriy Katser (KPMG Law)
- Armen Khachaturyan (Asters)
- Alla Kozachenko (DLA Piper Ukraine)
- Denis Lysenko (AEQUO)
- Denys Maistrenko (Pavlenko Legal Group)
- Oleh Malskyy (Eterna Law)
- Maryan Martynyuk (MORIS GROUP)
- Volodymyr Monastyrskyy (Dentons)
- Andrii Moskalyk (Baker McKenzie)
- Adam Mycyk (Dentons)
- Yuriy Nechayev (AVELLUM)
- Oleksandr Nikolaichyk (Sayenko Kharenko)
- Iryna Nikolayevska (Kinstellar)
- Sergiy Oberkovych (GOLAW)
- Maria Orlyk (CMS Reich-Rohrwig Hainz)
- Alina Plushch (Sayenko Kharenko)
- Vadym Samoilenko (Asters)
- Artem Saprykin (ESQUIRES)
- Zoryana Sozanska-Matviychuk (Redcliffe Partners)
- Albert Sych (EY Ukraine)
- Illya Tkachuk (INTEGRITES)
- Volodymyr Yakubovskyy (NOBLES)
- Galyna Zagorodniuk (DLA Piper Ukraine)
- Anna Zorya (Arzinger)