#5-6 May-June 2020

In focus – Mergers & Acquisitions

The pandemic spring of 2020 entailed a widespread pause in global M&A activity. Countries have tightened their borders, while decision-makers are not able to travel and explore investment opportunities. The traditional M&A market has certainly been disrupted, experiencing specific consequences across industries. Many sectors, for example, travel, hospitality and aviation transport, faced severe drops, which may result in consolidations and solvencies.

Expert Opinion

Vendor DD: Why Does Your Business Need it?

Yuliia Kylchynska

Due diligence is a very important part in every M&A transaction. During the performance of due diligence, the purchasers legal, financial, tax and technical advisers review the provided documents and information to identify the key issues and risks associated with the target company and the business. The results of due diligence usually impact a deal structure, purchase price and commercial decisions of the parties, because risks identified during due diligence are then addressed in transactional documents.

In Re

M&A During COVID-19. General Advice

Oleksandr Fefelov, Olga Samoilenko

This article is to address two aspects of M&A in Ukraine in the face of the outbreak of global disaster by the name of COVID-19: (a) responding to the challenges posed by government actions to overcome pandemic upon pending M&A transactions; and (b) raising the opportunities provided by new legislation on privatization meant to fill in the niche of decreased M&A activity in Ukraine (should we consider  privatization to be one form of M&A).

The Impact of Corporate Governance on M&A Transactions

Taras Dumych

Corporate governance has started playing a greater role not only in the day-to-day life and operations of companies, but also on those occasions when companies are involved in M&A transactions as sellers, acquirers or targets. Ukrainian corporate governance regulations and practices are still developing. However, for quite some time already, it was arguably the corporate governance side of the story that was responsible for the success or failure of many of Ukraines landmark businesses.

M&A Deals in Ukraines Renewable Energy Sector

Marta Halabala

In 2019 the world saw great interest on the part of energy giants aggressively entering the renewable energy market. We see such trends as the importance of renewable energy reflects the ambition of stakeholders throughout the value chain to increase exposure to renewables and raise the share of renewables in the energy mix.

News

Deals

Asters advised EBRD on providing loan to Lantmännen Axa

INTEGRITES advised Sibelco on asset acquisition in Ukraine

AVELLUM advised on acquisition of 33% stake in Ocean Plaza by UDP

Cases

Kostiantyn Zhevaho loses appeal against NBU on refinancing of debt

Privatbank lost suit against offshore companies owned by Surkis brothers

Privatbank claim against ex-owners will be considered on merits in High Court of London

Supreme Court refused to return Dniproavia into state ownership

EU Courtrejected Nord Stream 2 AGs lawsuits against EU Gas Directives

EU Court ordered Ryanair to give clear information about full price of tickets

Draft

Draft law on banning import of energy, coal and potatoes from Russia initiated

Draft law on exercising public financial control in Ukraine

Parliament adopted draft law to impose moratorium on initiation of bankruptcy proceedings against Energorynok

Parliament adopts draft on return of assets from abroad with help of Litigation Funds

Law digest

Parliament prolonged benefits in force for business and health professionals

Parliament supported draft law on banks in first reading

Rada adopted amendments to state budget

Reform set to open up land market open in 2021

Biznews

Capital Markets

Nova Poshta started placement of UAH 700 million worth of bonds

Renewable Energy

Top 10 investors in green energy earned UAH 14 billion a year

M&A

Berkshire Hathaway sold all its shares in 4 US airlines

Gas company Regal Petroleum buys competitor

Sanctions

British bank slapped with unprecedented fine due to Ukraine

Business

Number of business complaints increases in Q1 2020

On-line business

IKEA started operations in Ukraine: online store launched

UberEats halts operations in Ukraine

Data Screening

YouControl opened access to European registers: its now possible to review files of foreign companies

Cover Story

Highest Standards

The concept of corporate governance is widespread around the globe, helping companies to reach greater levels of efficiency and sustainability. It is an evolutionary process for that business whose strategic aim is to explore new markets and investment opportunities.

The tradition of corporate governance in Ukraine is on its way to being established, while legal advisors play a crucial role in this process. We asked two partners of Kinstellar, Olena Kuchynska, a leading expert in corporate governance and head of the local energy practice, and Iryna Nikolayevska, head of the corporate/M&A to tell us how it operates in current Ukrainian realities and how corporate governance is able to contribute with the application of the worlds highest standards.

How To

Liability Transferred After M&A: How New Management Can Avoid Risks

Maxim Oleksiyuk, Viktoriia Minets

An important indicator of success for M&A is how smoothly control of it was transferred. The acquisition of a company often involves appointment of new management. What should be considered during transfer of control, and how can risks borne by new management due to the mistakes of their predecessors be avoided?

Argument

Access to Justice in Commercial Disputes Through the Lens of Recent Legislative Innovations

Roman Gerasymenko

It is already safe to assume that 2020 has been marked by several unique events in Ukraine: coronavirus, land reform, and other circumstances associated with intensive legislative activity. It is worth noting that the laws regulating commercial trials were amended as well and such amendments may be divided into two groups: (1)amendments related to quarantine, (2) amendments not related to quarantine. Both groups of changes should be analyzed through the lens of their impact on the right to access to justice.

Right to Trial Versus Procedural Abuse: Where do we Stand?

Kseniia Pogruzhalska

Over the last couple of years, Ukrainian procedural law has experienced constant change. A major overturn of judicial procedures took place at the end of 2017, when the new version of procedural codes came into effect. The new codes introduced completely new mechanisms of case administration (i.e., e-court), were aimed at resolving numerous existing practical issues, and should have brought the entire court system to a brand new level in terms of the quality and effectiveness of dispute resolution. Did this happen? Its still hard to say.

Crux

Legal Digest

The UJBL editorial team spent last month monitoring recently adopted legislation and new initiatives. We asked experts to comment on NEURC Resolution No. 725, which increases green tariffs for electricity for household producers, Draft Memorandum of Understanding, Resolution No.580 in the sphere of land management, Draft Law No. 2571- aiming to amend certain acts regulating banking activities and others.

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