KYIV - October 22, 2021. The Ukrainian Bar Association (UBA) held the XV Annual Forum on Corporate Law, which has long been a platform for professional discussion and exchange of views between leading experts, scholars, government officials, representatives of local and international organizations.
Welcoming the participants, Mykola Stetsenko, Member of the Board of the Ukrainian Bar Association, Managing Partner of AVELLUM, stressed that we have something to be proud of, as corporate law in Ukraine is one of the best examples, and called on participants to productive controversy rather than criticism to find those aspects that still need to be improved.
The discussion of innovations in the field of corporate law was started by the moderators of the first session Mariya Orlyk, managing partner of the Kyiv office of CMS Reich-Rohrwig Hainz, who stressed that the most interesting issues for business were selected for the discussion, and Ilya Tkachuk, partner at INTEGRITES, who encouraged participants to be active and join the discussion.
The speakers shared their views on the ultimate beneficial owners, analyzed the new corporate law instruments proposed in the Diya City project, and discussed the problems and consequences of the repeal of the Commercial Code of Ukraine.
The discussion was attended by Roman Kucheryavyi, Head of the Department for Interaction with State Registration and Advanced Training of State Registrars of the State Registration Office of the Central Interregional Department of the Ministry of Justice (Kyiv), Olga Magaletska, Head of the National Investment Council Office, Leonid Antonenko, Deputy Chair of State Property Fund of Ukraine, and Maksym Libanov, a member of the National Commission on Securities and Stock Market.
“The Diya City project is a special tax and legal regime that will provide favorable conditions for the development of IT business in Ukraine, attracting investment and developing a high-tech state,” said Olga Magaletskaya, noting that the work on developing a legal framework for Diya City is still ongoing.
Roman Kucheryavyi presented a list of regulations in the field of disclosure of information about the ultimate beneficial owners, shared his experience in applying the law in practice, and expressed readiness to answer questions from participants outside the forum.
Leonid Antonenko and Maksym Libanov analyzed draft law No6013 "On the peculiarities of regulating the business activities of certain types of legal entities and their associations in the transition period", which provides for amendments to the CCU and recognition of the CCU as invalid. Leonid Antonenko expressed concern about the innovations, as they tend to carry certain risks. On the other hand, Maksym Libanov does not share the opponent's skepticism and considers the draft law expedient and progressive, despite the problematic aspects that remain. During the voting, the Forum participants were also supported by a majority of votes they need for the unification of organizational and legal forms.
The moderator of the second session Anna Zorya, partner of Arzinger, offered to discuss current trends in M&A transactions in the Ukrainian market, the use of Ukrainian law in M&A agreements, features of preparation, and conclusion of agreements.
Vitalii Provotorov, managing partner of Soul Partners, Roman Shulyar, partner, Head of Transaction Practice at Marchenko Partners, Olena Lysytska, Head of Legal at DCH Group, and Olga Maga discussed these issues in a relaxed Q&A format and shared interesting life hacks.
Anna Zorya thanked the participants for the lively discussion and expressed hope that the results of the discussion will be useful in practice.
Next, Rasim Babanli, Head of the Analytical and Legal Department of the Supreme Court, presented a special report to the forum participants entitled: “Legal positions of the Supreme Court: the latest guide for a lawyer": presentation of court analysis technology.”
“The legal position of the Supreme Court is a tool for improving access to the practice of the Supreme Court,” the speaker explained. This database is accessible, all information is taken from the registers of court decisions, i.e. it is impersonal. The search database was launched in test mode in July, so there is still significant potential for its improvement, which Rasim Babanli called on members of the Ukrainian Bar Association to join. It is planned that the case-law of the European Court of Human Rights will also be available in the database later.
We learned about corporate governance in the public sector during an interview with Kristina Holubytska, Deputy Minister of Economy of Ukraine. The interviewer was Volodymyr Igonin, partner, Head of Corporate Law Practice/M&A at Vasil Kisil & Partners Law Firm, who said: “Today we will get the most up-to-date insight, as Kristina joined the Ministry's team only in the summer.” The forum participants had the opportunity to learn about the features, dynamics, and victories of corporate governance of public sector companies, plans of the Cabinet of Ministers, and the Ministry of Economy of Ukraine. In addition, Kristina shared her plans, in particular - to increase the efficiency of the public sector and called on the members of the UBA to legislate in this area. Taking the opportunity, Volodymyr Ihonin invited Ms. Kristina to attend the next XVI Annual Corporate Law Forum in 2022 to discuss initiatives that will be implemented during the year.
The third session of the forum was devoted to discussing the current state and prospects of corporate governance. The moderator was Oksana Krasnokutska, counsel at AEQUO, who introduced the participants and suggested discussing the draft laws on Joint Stock Companies and Corporate Governance of State-Owned Enterprises, summarizing the second year of the Corporate Governance Code, and analyzing corporate governance in the private sector and transactions.
Maksym Libanov and Natalia Manuilova, senior specialist in the financial management of the World Bank's public administration practice, Oleksandr Lysenko, deputy head of corporate governance at the Kyiv School of Economics, and Volodymyr Ihonin joined the discussion.
Thus, Maxim Libanov commented on the draft law “On Joint Stock Companies”, which approval is expected in early November, and it will enter into force on January 1, 2022 (except for the provisions on electronic voting, which will take effect on January 1, 2023). The speaker assured that nothing would change dramatically in the activities of enterprises. Among the innovations are the introduction of a one- or two-tier system of corporate governance, the possibility of electronic general meetings, and voting.
Oleksandr Lysenko noted that changes in corporate governance legislation are long overdue, and Natalia Manuilova, who joined the event online, stressed: “The government now has a clear vision of how to improve the corporate governance of state-owned enterprises.”
Vladimir Ihonin spoke about corporate governance in the private sector and outlined prospects for the next three years: “Most businesses will close their foreign holdings, and the share of transactions without a foreign element will increase, resulting in the growing demand for corporate governance.”
The pleasant end of the event was communication in an informal atmosphere and closer acquaintance during networking.
The Ukrainian Bar Association expresses its sincere gratitude for the support of the XV Annual Corporate Law Forum to the general partner AEQUO, partners CMS Reich-Rohrwig Hainz, Vasil Kisil & Partners, and partners of the session Arzinger and AVELLUM.