Broad уomposition

“Political turmoil has left a significant imprint on corporate legislation or, rather, lack of such legislation. Due to the inability of the Ukrainian Parliament to adopt laws and the persistent crises in relations between different authorities, no new long-awaited legislation in the field of corporate law was passed in 2007,” partner of Volkov & Partners Roman Drozhanskyy says regretfully. “Perhaps the main feature of the year is the rise in the number of corporate conflicts, hostile takeovers, and so-called ‘corporate raids’. Deterioration of the court system and chronic corruption has led to further use of different courts in corporate wars. 2007 saw the development of new technology in corporate conflicts — falsification of court judgments; this is probably the next level after a corrupt judiciary. Nevertheless, all these trends have not led to a fall in the level of foreign investment. More and more Western and Russian money flowed into Ukraine to purchase banks, agricultural and industrial corporations, etc. As a result, Ukrainian lawyers had more work and gained new experience in mergers and acquisitions and work with foreign investors,” he adds.

The corporate practitioners of Shevchenko Didkovskiy & Partners is a long-standing player in this area of practice and are highly recommended by clients and colleagues alike for their expertise in a wide spectrum of corporate matters. In 2007 the firm’s lawyers traditionally advised Coca-Cola, Philip Morris, Telenor ASA, Beiersdorf, Damen Shipyards Group, Miele, News Corp., Nissan Motors on a large variety of corporate and contract law issues. The corporate team had several large ongoing projects and provided comprehensive legal advice on Ukrainian corporate law to Ecolab Inc jointly with Orrick Law Firm (London). Oleksiy Didkovskiy, Oleksandr Padalka, Vadym Samoylenko are the firm’s top specialists for business law issues.

Konnov & Sozanovsky attorneys at law provide a wide range of services in the area of corporate law. Konnov & Sozanovsky’s corporate and competition lawyers advise clients on a broad scope of corporate issues related to business activity in different areas, corporate reorganizations and M&A issues. As regards activity in 2007, its corporate lawyers, namely senior partner Sergei Konnov and partner Helen Popko, provided legal support in the sale of an equity share in a Ukrainian minerals mining company and carried out pre-acquisition due diligence of a number of entities.

Corporate law is one of the strongest practice areas at Sayenko Kharenko. The firm is active in domestic and cross-border corporate transactions – major acquisitions and joint ventures, equity investments and reorganizations, including pre-IPO restructurings. It advises businesses on a large variety of Ukrainian corporate law issues, including regulatory, corporate governance, corporate transactions, securities, employment, tax and IP, and in connection with their ongoing contractual relationships with domestic and international customers. In 2007, the firm’s corporate practitioners advised on complex restructurings and acquisitions representing both buyers and sellers in cross-border M&A transactions in the country. These included the sale of Sandora to PepsiCo, the sale of Volia Cable owned by SigmaBleyzer to Providence Group, the acquisition of control and restructuring of a shareholding in Studio 1+1 by CME, the acquisition of a group of five metallurgy plants in Ukraine by Evzar Group, and the acquisition of a stake in the Ukrainian Industrial and Transport Company (AzovMash) from SCM by Mariupol Investment Group. They also handled pre-IPO restructurings by TMM and Kiev Donbass Development Group and are currently involved in a number of anticipated IPOs by leading Ukrainian companies. Sayenko Kharenko also acted for multinational companies, including MoneyGram, on establishing a presence in Ukraine and further activities. During the last year, the corporate team of Sayenko Kharenko assisted UBS, Commerzbank, Société Générale, Metalloinvest and Severstal in connection with their corporate affairs in Ukraine. The firm also prepares compliance manuals to guide major multinational corporations on all key aspects of running a company in Ukraine. Vladimir Sayenko and Taras Pryhoda are recognized as the firm’s top lawyers on corporate matters.

The corporate practice of Vasil Kisil & Partners, cochaired by senior partner Dr. Vasil Kisil and partner Denis Lysenko, lives up to its high reputation. Foreign and Ukrainian companies, both private and public, are in the firm’s portfolio of corporate clients. Denis Lysenko andthe firm’s team provide comprehensive legal advice on various aspects of corporate governance, joint ventures and shareholders agreements and commercial operations of the firm’s clients, including Philips, Central European Media Enterprises, Danone, Impress Group, Swisscom, Ukrainian Media Holding, Intellecom, Aladdin Group, Logitech.

The corporate practice led by Adam Mycyk, a wellknown and highly regarded corporate and M&A lawyer, is one of the largest in the Kiev office of CMS Cameron McKenna and is demonstrating a trend towards rapid growth in the future. The group consists of a number of experienced lawyers, many of whom have a Ukrainian and Western education and have worked for renowned international law firms represented in Ukraine. In the short period of the firm’s operation in the Ukrainian market, the group has already participated in a number of M&A transactions, including in the media market and financial sector of the economy, conducted several legal due diligence exercises, drafted and advised transaction documents and deal structures and assisted clients in the course of negotiations and at closure.

Magister & Partners advise on various corporate issues including M&A. The practice group is lead by partners Andrew Mac and Volodymyr Baibarza, who are recognized corporate practitioners in Ukraine.

Pravochin attorneys at law have practiced corporate law successfully for many years. That is why its lawyers have accumulated sizeable experience in judicial accompaniment of corporate conflicts, prosecution of judicial proceedings as well as standing consulting on corporate matters. The list of corporate clients in 2007 includes Kimberly-Clark Ukraine, Bisoil Ukraine, Liftec, OJSC Vinnitsa plant of tractor units and many others. Oleksandr Frolov, attorney at law, is regarded as a specialist in this field.

Corporate law is one of Arzinger & Partners key areas of expertise. In 2007 the firm advised clients on a wide range of corporate issues, including corporate restructuring, acquisition and alienation of corporate rights, establishment of holdings, development and implementation of corporate management systems, establishment of joint ventures, as well as providing day-to-day legal support in labor, intellectual, contract law, etc. The clients of Arzinger & Partners include Henkel, Bayer AG, Dyckerhoff, Bunge, SCM, Aerosvit, etc. Timur Bondarev, Sergey Shklyar, Inna Laska, Yaroslav Abramov, Yevgenia Novichkova all deal with corporate law and provide appropriate legal advice.

The Kiev office of international law firm Salans advises in local and international business transactions and is involved in significant and large deals. The firm’s clientele includes private and public companies, multinational corporations, financial institutions, investment funds, and entrepreneurs in a wide variety of businesses. It recently advised Horizon Capital in financing an increase in the statutory fund of the IMB Group of up to USD 100 million and assisted in a significant M&A deal on the Ukrainian insurance market in respect with the entrance of AXA. Oleg Batyuk, Ihor Mehedynyuk, Volodymyr Monastyrskyy, Igor Davidenko and Anna Tkachenko are all members of corporate practice.

The traditionally strong corporate practice of Chadbourne & Parke is represented by Jaroslawa Johnson, Sergiy Onishchenko, Dmytro Fedoruk and Oleg Akhtyrskyi. In 2007 the office provided legal support for assets acquisition deals, particularly in the banking sector.

Corporate practice is one of the strongest of the Kiev office of DLA Piper. The firm provides full legal support to the group of companies of Baltic Beverages Holding in Ukraine as well as Novonordisk in their business activity. Other clients of the office which seek corporate advice include Ensto Oy, Saint Gobain Oberland, IDM group, Inditex group of companies, and others. In 2007 the team of DLA Piper Ukraine also advised a client on the private placement of shares in one of the lar gest oil and gas groups of Ukraine owned by the client. At the end of 2007 DLA Piper provided full legal support to Landkom International, a Ukrainian producer of oilseed rape, with regard to its IPO on the AIM of the London Stock Exchange. The firm’s corporate practice is headed by Margarita Karpenko, managing partner of the office, and legal director Olena Bilozor is also recommended.

The corporate and M&A practice of the Spenser & Kauffmann law firm has risen substantially since 2006 due to several arrivals that have taken place: it is worth mentioning the appearance of senior associates Oleg Zinkevych and Andrey Reun, associates Oleg Tsermolonsky and Ruslan Shevchuk. In the past year Spenser & Kauffmann acted as a legal counsel to a number of investment funds and venture funds, providing legal advice in transactions on consolidation by PPF Investments of equity interests in more than 10 Ukrainian regional Cable TV operators and providers; a project to restructure the Ukrainian venture fund TERRA in connection with the arrival of a new investor in Sablink Limited, holding 100% of Investment Certificates of the Fund and others. The market value of representative deals in this sphere reached USD 438 million this year. Valentin Zagariya, Oleg Zinkevych and Andrey Reun are the firm’s leading experts in the field of corporate law.

Beiten Burkhardt is focusing, inter alia, on advising clients in connection with M&A. The firm’s teams have expertise in all conceivable forms of transaction, such as public takeovers, bidding procedures, leveraged buyouts or management buy-outs and buy-ins. Clients include financial investors like private equity and venture capital funds. During the course of 2007 its lawyers advised a Ukrainian group of companies in the business of mining and processing mineral resources in connection with holding shareholders’ meetings, corporate governance, issue of equity securities; and a Ukrainiancompany, world producer of electronic products, including comprehensive support on the preparation and conclusion of contractual and personnel documentation.

Beiten Burkhardt’s corporate law practice group consists of fifteen experts and is headed by Bogdan Borovyk and Oleksandr Fefelov.

In 2007 Volkov & Partners’ legal team, which included Olga Galaka, Zhanna Krekoten, Vira Bak and Ihor Martsyn, traditionally advised the IKEA group on different corporate matters and advised a major Russian machine-building group on incorporation of companies in Ukraine as well as other corporate matters.

Lavrynovych & Partners received recognition for its experience in corporate matters. The following should be noted as among this year’s significant transactions: providing legal support during affiliation of SAMS Technologies with Public Group SA. The corporate practice is handled by Iryna Marushko, partner of the firm.

Ernst & Young is frequently retained by clients to advise on corporate law issues. Its clients include major Ukrainian and international companies willing to work within the legal framework of Ukrainian corporate law. Company’s specialists Albert Sych and Pavlo Moroz handled a series of high-profile projects in real estate, energy, banking, manufacturing, and other areas. The projects range from legal presence establishment to acquisition support, including legal due diligence and assistance with drafting SPAs.

The Okhrimchuk Grushyn Khandurin law firm, which has shown a very strong performance in the baking sector, represented Kazakh Bank TuranAlem (BTA) in the acquisition of a 25%+1 share stake in the insurance company Oranta for USD 99.2 million. Denys Okhrimchuk and Roman Greba deal with corporate issues within the framework of the firm’s projects.

The department of corporate law in the Salkom law firm enjoys a wealth of many years’ standing experience of advising medium-sized and big businesses in Ukraine and abroad. The department’s core activities include, but are not limited to, incorporation and state registration of companies and their independent branches, reorganization, convening and administering meetings of shareholders, constructing models of corporate governance, company liquidation, preparing due diligences, settling and resolving corporate disputes, etc. The department is headed by Yuriy Leonov. The leading professionals of the department are Andrey Kubko, Katerina Sokurenko and Yuriy Dzera.

Due to its in-depth knowledge of corporate law the Gramatskiy & Partners attorneys at law ensures the rendering of system of legal services for a whole range of questions connected to the establishment of entrepreneurial organizations, particularly, drafting of projects of documents regulating corporate relationships within companies, choice of the optimal way of corporate organization of companies, drawing up of plans for the most effective corporate management, assistance in regulating corporate conflicts and effective defense of average and large business companies from raider attacks, including those that come from the state. Ernest Gramatskiy and Yuriy Zabiyaka are key specialists in the field of corporate law.

Corporate law is one of Lexwell & Partners key areas of practice. The firm delivers comprehensive corporate and commercial legal advice across the whole spectrum and provides clients with services at all stages of their development, from start-up companies to global enterprises. The firm’s clients include CRH, DuPont, EvrazGroup, Honda Trading, Lexus, Marubeni, Pfizer, Subaru, Sumitomo, Toyota, VS Energy, etc. Clients especially recognize Andrey Kolupaev and Igor Nagai as leading experts in corporate law.

The Kiev office of Deloitte participated in numerous projects requiring legal advice on compliance of corporate governance of Ukrainian entities with valid Ukrainian legislation. In particular, the firm’s tax and legal partner Vadim Voloschenko led Dmitriy Pavlenko and Oleksiy Katasonov during numerous due diligence procedures conducted by Deloitte in respect of Ukrainian targets which, inter alia, included verification of the target’s compliance of corporate governance with applicable Ukrainian laws. In particular, Dmitriy Pavlenko, as an experienced lawyer, led Deloitte’s team during due diligence of a major Ukrainian industrial company. Oleksiy Katasonov provided his support to an international company specializing in catering during the process of its global restructuring of companies, which included restructuring of Ukrainian companies belonging to the client.

Frishberg & Partners regards itself as a boutique corporate law firm, which offers a complete package of corporate legal services available on the Ukrainian legal market. Registration of entities and M&A practice are highly developed in the firm. The list of Frishberg & Partners’ corporate clients include: Commerzbank Aktiengesellschaft, Credit Commercial de France, DUROPACK, Credit Lyonnais Investments, Electricite de France, ROBERT FLEMING & CO. LIMITED (now part of JP Morgan Chase), General Electric, Swedwood International AB (IKEA), Metalsrussia Holdings, Ltd, Roland Berger & Partners, among others. Alex Frishberg and Scott Braun are the leading corporate experts.

Ukrainian and international clients benefit significantly from the experience of Andriy Kravets & Partners in business structuring, incorporation and licensing of business entities, as well as in providing advice on various legal aspects of foreign investments. The firm’s attorneys advise on general corporate activities, perform legal due diligence, provide legal assistance on corporate restructuring, merger and acquisition of business entities, develop the strategies and identify any potential risks so as to efficiently structure the relevant transactions. The firm’s leading experts in corporate law are Vladyslav Lyaskovskiy, Ulyana Khromyak and Julia Samoylova.

Dmitrieva & Partners has significant experience of issues on registration, merger, division, liquidation of enterprises, and also develops a variety of “anti-raiding” actions aimed at protecting business, represent the interests of clients in judicial disputes on corporate issues, and in complex disputes between proprietors of corporate rights. Experts of Dmitrieva & Partners render services on registration of subjects of managing any kind of non-commercial objects — charitable and public organizations, condominiums, consumer societies, etc. Artur Lakhtarin is the company’s corporate lawyer.

LEXFOR’s attorneys have considerable experience of corporate relations, especially in assisting in the choice of and creating the optimal structure of corporate management. LEXFOR partner Yuriy Chumak is recommended in this sphere of practice.

Vronskiy, Vronskaya & Partners law firm has considerable experience in corporate law. Its range of legal services in corporate law issues includes: establishment of joint ventures and other entities, securities and the stock market, the holding of shareholder meetings, corporate governance, corporate reorganization and restructuring, etc. The firm’s corporate practice is handled by Julia Navrotskaya-Buzyun.

Corporate law constitutes a significant part of the practice of Integrites. The company’s practice group, which is headed by Sergei Alexandrov, advises clients in corporate law, ranging from simple establishment of a company to complex corporate restructuring, mergers, demergers, contributions in kind and due diligence reviews. The lawyers are involved at all significant stages in the life of corporations or partnerships: from finding the appropriate legal form for an enterprise, drafting the articles of association, the shareholders’ agreements, advising on capital increases or decreases, to changes in legal form like consolidations, demergers, as well as contributions of capital, property, or enterprises, and winding up and liquidation of companies. The company’s excellent longstanding working relationships with leading European insurance concerns (namely, Hermes, ONDD, COFACE, etc.) and commercial enterprises (Datalux, K-Trade, Vitmark Ukraine, etc), help to assist clients with multijurisdiction transactions.

Gvozdiy & Oberkovych attorneys at law received remarkable references from peers during the poll. The company carried out several projects involving internal share emissions.