Legal counsel for investors and for investment projects in Ukraine
We advise on inbound and domestic direct investment, the privatisation of state-owned assets, M&A transactions, and projects in energy, real estate, agriculture, and the non-banking financial sector. We work alongside investors from due diligence through to closing and post-investment support.
Investment structuring
We select the optimal jurisdiction and route of entry into a Ukrainian asset. We work with holding structures, SPVs, and investment funds.
- choice of jurisdiction and investment vehicle
- shareholders’ agreements (SHAs)
- minority and investor protections in the ownership structure
Due diligence
Legal, tax, and compliance review of the asset prior to investment. We identify the risks that bear on price and on transaction terms.
- corporate and title review
- land and real-estate title checks
- litigation and regulatory risk assessment
M&A and privatisation
We advise on mergers and acquisitions, on bidding in privatisation auctions, and on the acquisition of state-owned and private assets.
- SPAs, SHAs, and escrow agreements
- participation in privatisation tenders
- merger clearance before the AMCU
Permits and regulation
Securing the licences, permits, and approvals required to enter regulated sectors.
- licences in financial services and energy
- permits to acquire land
- liaison with the NSSMC, the NEURC, and the NBU
Customs and cross-border trade
Customs clearance of equipment and raw materials for investment projects, and support on foreign-trade contracts and currency transactions.
- customs clearance and tariff classification
- NBU currency-control support
- appeals against decisions of the customs authorities
Investment protection
Representation of the investor in disputes with counterparties and with state and supervisory authorities. We act before the Ukrainian courts and in international arbitration.
- disputes over corporate control
- challenges to the actions of supervisory authorities
- international investment arbitration
Oleksandr Kondratyuk
Oleksandr advises investors at every stage of the investment lifecycle, from asset valuation and entry structuring through to closing and post-investment support. He combines an in-depth knowledge of Ukrainian corporate, regulatory, and tax law with hands-on experience in cross-border M&A, privatisation transactions, and due diligence for foreign investors.
Support at every stage of the investment, from inception through to exit
Opportunity assessment
We analyse the sector, the regulatory environment, and the investment risks. We advise on the route of entry and on the form the investment should take.
Due diligence and structuring
We review the asset, design the transaction structure, and optimise the tax and currency-control consequences of the investment.
Closing
We draft and negotiate the contracts, obtain the regulatory clearances, and support settlement and registration.
Post-investment support
We help to run the asset: corporate governance, contracts, disputes, dealings with state authorities, and exit from the project.
An investment is a sequence of legal decisions
The earlier counsel is brought in, the more leverage the investor retains over the terms of the transaction and its long-term outcome.
Weeks 1–2
Weeks 2–6
Months 2–4
Post-closing
What to do if
Brief guidance on the typical investment situations in which the first legal decision determines the success of the whole project.
You are planning to invest in a Ukrainian asset
- define the investment objective, the horizon, and the acceptable level of risk
- do not sign a term sheet without legal review
- commission a preliminary due diligence of the asset and the sector
- contact us — and we will design the optimal entry structure
You are bidding in a privatisation auction
- review the auction terms and the lot before submitting a bid
- assess hidden obligations and encumbrances over the asset
- arrange funding sources and a bank guarantee
- contact us — and we will support the bid and the contract
You are entering a regulated sector
- identify the licences and permits required before launch
- factor in the timing of regulatory approvals
- factor in the requirements as to ownership structure and source of capital
- contact us — and we will prepare the full set of regulatory filings
The investment comes under regulatory or judicial pressure
- collect and preserve the transaction documents, corporate resolutions, and correspondence
- do not provide written explanations to supervisory authorities without counsel
- assess the options for international investment arbitration
- contact us — and we will build a strategy to protect the investment
The first meeting with the investor — in person or over a secure communication channel
Details of an investment project are discussed only on a confidential basis. The investment practice is led by partner Oleksandr Kondratyuk, who personally handles first contact with the client and remains involved at the key moments of the transaction.