LAW FIRM DIRECTORY

Practice Areas

Development period

Objective preconditions for the recovery of transaction practices of law firms practicing in Ukraine have not been observed yet. However, there is no question of catalepsy – there is always demand for corporate-wide services; experts note certain activities in M&A market, banking and financial law specialists are in demand during restructuring support, and the new registration reality should be recognized to be the main challenge for real estate practice

MARYNA BAHOLDINA

Optimistic forecasts for 2014 on the fast recovery of the Ukrainian economy and activation of transaction operation of law firms were changed into more weighted and cautious: a slight increase in business activities was forecast for the beginning of 2016. Lawyers even found  positive aspects in the certain stagnation of M&A, banking and financial law and investment practices: it was called an opportunity to restructure practices and bring them into line with the market.

It can be stated unambiguously that our state ensured work for lawyers in 2016 and the  reforms implemented by it, though not always making life simpler for business owners, it unequivocally provided lawyers with the possibility to earn.

Shift into real estate

The role of the state is most noticeable in forming real estate practices. This year the state has done a lot for lawyers to simplify their lives (to free them from queues and related corruption risks) and add some drive (to find the necessary words and actions when the client's office centre is "re-registered" in an instant is not something that is taught in higher educational establishments).

This is also confirmed by Lina Nemchenko, partner of the Kyiv office of Baker & McKenzie ILF: "2016 was marked by significant changes in state registration of rights for real estate, including land property rights. In particular, new rules came into effect according to which, for the first time in Ukraine, notaries became full registrars of the rights for real estate. Registration functions were also transferred to registrars of executive authorities of local councils and local administrations". Ms. Nemchenko considers implementation of the partial extraterritoriality principle, according to which the powers of state registrars has been expanded territorially to the limits of a region, to be a positive step towards accelerating the registration process.

Aleksandr Nikolaychuk, senior lawyer at Sayenko Kharenko LF, considers a desire to promote Ukraine in Doing Business rating to be a keynote of implementation of legislative initiatives in 2016 directed towards simplifying procedures for state registration of business by the state.

However, liberalization has opened a window of possibilities for unscrupulous persons, risks of corporate safety and business have risen sharply and number of illegal corporate takeovers has increased. "The Ministry of Justice had to partially roll away reform in a prompt manner and tighten requirements for registration actions, including limiting the extraterritoriality principle. In general, rapid legislative assistance is of a conservative nature and  to a large extent moved to the opposite extreme, unnecessarily complicating procedures and prohibiting even those innovations which could have existed in full. All this will add work for lawyers in years ahead, but will not raise the positions occupied by Ukraine in the next Doing Business rating", Mr. Nikolaychuk notes.

The ability to litigate the actions of registrars not only in courts, but in the Ministry of Justice of Ukraine and its territorial authorities, became one of the ways to quickly  protect the legal rights of owners. The law adopted in a prompt manner  which came into effect on November 2 of this year, will work in this direction, introducing changes in the area of state registration of property rights and which will provide real estate owners with controls for registration actions regarding their property. With its assistance, owners can prohibit registration of property rights through submission of the appropriate application to the registrar.

Lina Nemchenko points out several pilot projects in the sphere of legal relations regarding land: the principle of the extraterritoriality of approval of land development projects related to allotment of land plots has been introduced and the opportunity of on-line submission of land registration documents will be provided.

In general, in Mrs. Nemchenko's opinion, 2016 can be considered as "a confident step towards quality improvement for services provision in the sphere of state registration of real estate rights". The trend towards implementing an increasing number of e-services, decentralization of service provision and minimizing the human factor is being observed.

But in spite of the obvious attempts to improve this sphere, a range of problems complicating the process of receipt of land titles by investors remains. In particular, Mrs. Nemchenko notes that companies belonging completely to foreign investors do not have an opportunity to get land plots titles in Ukraine directly. Moreover, Lina Nemchenko draws  attention to the absence of urban planning documentation in many settlements, which complicates the process of getting state or community property land titles, since to obtain them, an investor needs to initiate the procedure of detailed territory plan development at his/her own expense.

Corporate approach

This year MPs did not disregard corporate practice either. In particular, Parliament is getting ready to consider a draft law on regulation of agreements between shareholders. There is also the hope that the law on limited liability companies will at last be adopted.

Many things have been already done in the legislative environment For example, introduction of the institution of independent directors, detailing of rules on approval of transactions with interested parties and significant transactions, clarification of the dividend payment procedure, and introduction of shareholders derivative suits. It is worth mentioning that changes in the corporate law are perceived positively by lawyers and have not led to an immediate reaction from unscrupulous persons.

 

Anna Vlasenko, junior lawyer at EVERLEGAL LF, notes that Ukrainian corporate legislation is gradually approaching the legislation of European countries. This is, in particular, witnessed by draft laws on mandatory redemption of shares from minority shareholders with guarantees of their rights, implementation and regulation of the institution of corporate agreements, option agreements, irrevocable powers of attorney and some other institutions, which are used actively in developed jurisdictions during transactions on the purchase and sale of businesses. This trend in convergence of legislative regulations will continue.

Lawyers and business also keep a wary eye on what will become of the draft law on limited liability companies. "If we believe the draft, then more up-to-date game rules will be introduced allowing the resolving of problem issues related to LLC activities. For example, implementation of a conversion mechanism for monetary claims to a company into corporate rights is expected. In Western jurisdictions, this mechanism proves to be successful in the context of economic efficiency", Anna Vlasenko says in her comments.

Alina Plyushch, advisor at Sayenko Kharenko LF, speaking about global tendencies influencing Ukrainian practice, points out changes in the sphere of information disclosure about company beneficiaries and bank accounts. In 2015, Directive (EC) No. 2015/849 came into effect binding all EC member countries to provide introduction of company beneficiaries and trust registers by June 27, 2017. Such a register has existed in the United Kingdom since 2016 and information will be provided in its entirety by April, 2017.

Also, in 2014, in terms of the Organization for Economic Cooperation and Development, the Common Reporting Standard (CRS) was approved, which is the standard on information exchange between participating countries. The main CRS objective consists of fighting tax  evasion, particularly through off-shore companies. Currently, more than 100 countries have incurred obligations to participate in information exchange by 2018. Among them are both big countries (EU members, China, Brazil, Russia, India, etc.) and a range of off-shore jurisdictions, for example, the British Virgin Islands, Cayman Islands, Seychelles, Marshall Islands, Belize and Panama. Ukraine has not joined CRS yet; however, the probability of such accession in the near future is rather high. Alina Plyushch states that in the near future information on beneficiaries will not be possible to save as confidential. That is why it is time for beneficiaries, when carrying out international business structuring, to think of information disclosure and oversight mechanisms for the scope of disclosed information.

 

Financial restructuring

"This year has ‘slightly chilled’ introduction of changes to legislation on financial institutions, except for experimental law on restructuring", – Oleg Zagnitko, partner of banking and financial law at Integrities ILF, notes. Restructuring of debts owed by Ukrainian business to local and foreign creditors remains the main tendency in the sphere of financial and banking law. As Anton Korobeynikov, advisor at Sayenko Kharenko, explained, this tendency is developing towards more radical and comprehensive restructuring measures (especially with participation of foreign creditors) than simple postponement and changes in payment schedules, which are common for Ukrainian debtors. Alongside that, as Mr. Korobeynikov points out, comprehensive projects show the obvious impracticality of  Ukrainian legislation to complex legal and financial structures. Due to that, introduction of law on financial restructuring can be considered as one of significant events.

Gabriel Aslanyan, advisor at Asters LF, calls the practical implementation of this law’s provisions to be the main event and, at the same time, challenge in the sphere of financial and banking law. "Today, the whole market is waiting for completion of formation of restructuring authorities envisaged by the law: supervisory council, secretariat, arbitration committee; documents regulating the work of the appropriate authorities are at the development stage", – the lawyer points out.

In the meantime market players have been anticipating the appearance of the first pilot financial restructuring projects or the beginning of negotiations with creditors, and successful pilot restructuring projects should, according to the forecast made by Mr. Aslanyan, be expected in the first half year of 2017 and quite likely with the involvement of a small number of creditors.

Also, Mr. Aslanyan suggests that during implementation of restructuring projects, practice will reveal the weaknesses of this law. Therefore, speedy introduction of changes to it is not excluded. In particular, the following issues are pending:

— terms and number of necessary independent evaluations of the debtor's financial and economic activities (prior to and/or during restructuring);

— unanimous support for the restructuring plan by all creditors involved in the procedure, which is not always achievable in practice;

— absence of regulation on standstill agreement priority over all other debtor's agreements with creditor(s);

— corporate law (legislative changes, corporate management, and business structuring).

Talking  about work on new revision of the law on bankruptcy, Anton Korobeynikov specifies changes related to pre-judicial recovery procedure: it is expected that they will enable a business to prevent bankruptcy through the reaching of compromise with the majority of creditors. Thus, Mr. Korobeynikov summarizes that currently a significant part of efforts both in the practical sphere and in the sphere of legislative work is directed towards providing Ukrainian business with an opportunity to remove burden of unsustainable debts and begin developing again.

Oleg Zagnitko, in his turn, draws attention at the Deposit Insurance Fund’s activities: "Until now, we cannot judge if the restructured DIF looks for assets effectively, but at least we are witnesses of a large-scale experiment; a precedent which will be compared with all subsequent removal of financial institutions from the market". Without bringing managers and owners to property and personal responsibility the result, in Mr. Zagnitko's opinion, will remain unconvincing: "But this year we haven't seen introduction of threats to the owners, included in the reform".

The partner at Integrites ILF also specifies the list of issues, the solution of which has been, with the change of Government, delayed.

The first issue is a program for meeting the requirements of the Association Agreement between Ukraine and EU. It has to be said that the Agreement’s entering into force was blocked by the Kingdom of the Netherlands, makes its meeting not mandatory until the Parliament of Ukraine makes a decision to observe the Agree­ment on an ex parte basis, similar to the decision of the EU Council and Commission. In addition to reform of supervision over financial institutions, removal of administrative restrictions for cash flow between Ukraine and the EU countries, reform of the currency transactions control system, renewing the composition of responsible persons of regulatory bodies, are on the agenda.

 

The second issue is the extraordinary concentration of powers on regulation of banking institutions and payment systems in the hands of the NBU without any checks and balances. The fact that the committee is the authorized body, and not the NBU Board (in accordance with a decision of the Board), is not provided for either by legislation or procedure.

The third issue is interaction between regulators or the creation of a mega-regulator of financial service markets to ensure the same business and supervisory conditions, as strict decisions and standards of the NBU are offset by the transfer of almost all types of service (except for accounts) to non-banking financial institutions.

The fourth issue is reform of the insurance market, which finds itself at the stage of anemia, except for a limited number of active players.

 

Corporate and M & A

Leading FIRMS

 

1

 

Baker & McKenzie

 

2

 

Sayenko Kharenko

 

3

 

Avellum

 

4

 

AEQUO

 

5

 

Asters

 

 

Leading INDIVIDUALS

 

1

 

Mykola STETSENKO

(Avellum)

 

2

 

Vladimir SAYENKO

(Sayenko Kharenko)

 

3

 

Viacheslav YAKYMCHUK

(Baker & McKenzie)

 

4

 

Anna BABYCH

(AEQUO)

 

5

 

Oleg BATYUK

(Dentons)

 

 

OTHER NOTABLE PRACTITIONERS

Denys BUGAY

(VB PARTNERS)

 

Ernest GRAMATSKIY

( Gramatskiy & Partners)

 

Olyana GORDIYENKO

(ранее Baker & McKenzie)

 

Yevheniy DEYNEKO

(EVERLEGAL)

 

Oleksiy DIDKOVSKIY

(Asters)

 

Taras DUMYCH

(Wolf Theiss)

 

Galyna ZAGORODNIUK

(DLA Piper)

 

Anna ZORYA

(Arzinger)

 

Oksana ILCHENKO

( Egorov Puginsky Afanasiev & Partners Ukraine)

 

Margarita KARPENKO

(DLA Piper)

 

Andriy KOLUPAEV

( LEXWELL & PARTNERS)

 

Graham CONLON

(CMS Cameron McKenna)

 

Denis LYSENKO

(AEQUO)

 

Oleh MALSKYY

(ETERNA LAW)

 

Olexander MARTINENKO

(CMS Cameron McKenna)

 

Adam MYCYK

(Dentons)

 

Sergiy OBERKOVYCH

(GOLAW)

 

Vadym SAMOILENKO

(Asters)

 

Anna SISETSKA

( Vasil Kisil & Partners)

 

Albert SYCH

(EY Ukraine)

 

Illya TKACHUK

(Jeantet Ukraine)

 

Dmytro FEDORUK

(Redcliffe Partners)

 

Armen KHACHATURYAN

(Asters)

 

Svitlana CHEPURNA

(Asters)

 

Banking & Finance

Authorities

 

1

 

Avellum

 

2

 

Sayenko Kharenko

 

3

 

Baker & McKenzie

 

4

 

AEQUO

 

5

 

Dentons

 

 

Leading INDIVIDUALS

 

1

 

Glib BONDAR

(Avellum)

 

2

 

Nazar CHERNYAVSKY

(Sayenko Kharenko)

 

3

 

Natalia SELYAKOVA

(Dentons)

 

4

 

Olexiy SOSHENKO

(Redcliffe Partners)

 

5

 

Yulia KYRPA

(AEQUO)

 

 

Авторитетные юристы

 

Михаил Харенко

(Sayenko Kharenko)

 

Армен Хачатурян

(Asters)

 

Сергей Чорный

(Baker & McKenzie)

 

 

OTHER NOTABLE PRACTITIONERS

 

Oleh ZAHNITKO

(Integrites)

 

Anton KOROBEYNIKOV

(Sayenko Kharenko)

 

Igor KRASOVSKIY

(Jeantet Ukraine)

 

Oleksandr KURDYDYK

(DLA Piper)

 

Helen LYNNYK

(Gryphon Investment Consulting Group)

 

Iryna MARUSHKO

(Marushko & Associates)

 

Ihor OLEKHOV

(Baker & McKenzie)

 

Oleksandr PLOTNIKOV

(Arzinger)

 

Iryna POKANAY

(Asters)

 

Roman STEPANENKO

(«ЕПАП» Украина)