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Mergers and Acquisitions

Transactions fail on the details that were not checked and the conditions that were not drafted. We run acquisitions and disposals of Ukrainian businesses from first contact to post-closing integration.

Overview

M&A in Ukraine rewards preparation. Title to shares and real estate is not always what the register suggests, employment arrangements are frequently informal, and licences do not automatically survive a change of control. A buyer who treats Ukrainian due diligence as a formality will discover these matters after closing, when the leverage has gone.

We act for both sides. On the buy side, our work is to find what would change your view of the price and to convert those findings into contractual protection — conditions precedent, specific indemnities, escrow and price adjustment. On the sell side, it is to make the business defensible before the buyer's advisers arrive, so that the diligence process narrows the price range instead of widening it.

Typical situations

A strategic buyer is acquiring a Ukrainian manufacturer and needs the transaction cleared by the Antimonopoly Committee.
A founder is selling a minority stake to a financial investor and needs governance protections drafted.
A group is disposing of a Ukrainian subsidiary and wants the perimeter carved out cleanly.
A buyer has discovered undisclosed litigation after signing and needs the indemnity enforced.
A distressed asset is being acquired and title needs to be verified against insolvency risk.

Scope of work

What we do

The matters we handle within this practice. Engagements are usually a combination of several of them rather than a single item.

Transaction structuring

Share deal versus asset deal, direct versus indirect acquisition, and the tax and regulatory consequences of each route.

Legal due diligence

Title, corporate history, contracts, employment, real estate, permits, litigation, sanctions and compliance, delivered as a red-flag report with quantified findings.

Transaction documents

Term sheets, exclusivity and confidentiality agreements, share and asset purchase agreements, disclosure letters, escrow arrangements and ancillary documents.

Merger control

Assessment of Antimonopoly Committee thresholds, preparation of the concentration filing and management of the clearance timetable as a condition precedent.

Warranties and indemnities

Negotiation of the warranty catalogue, disclosure process, limitation regime and specific indemnities for identified risks.

Closing

Conditions precedent management, completion mechanics, share transfer and registration, and the completion accounts or locked-box process.

Regulatory consents

Sector approvals, landowner and lessor consents, change-of-control notifications under material contracts and financing documents.

Post-completion

Corporate integration, director changes, rebranding, migration of contracts and management of warranty claims.

How we work

From first call to completion

A predictable sequence with a written output at each stage, so that you always know the position and what it will cost to reach the next one.

Preparation

Structure, timetable and document architecture agreed; confidentiality and exclusivity documented.

Diligence

Investigation of the target with findings reported as they emerge, not held to a single delivery date.

Negotiation

Purchase agreement, disclosure and protections drafted around the diligence findings and the commercial deal.

Closing and beyond

Conditions satisfied, clearance obtained, completion executed and post-closing obligations tracked.

Why clients instruct us

Local knowledge, international standards

We work the way our clients' in-house teams and international counsel expect: clear scope, written advice, English-language reporting and no surprises on fees.

Advice in English, drafted to be usable by a board that does not know Ukrainian law.
Fee estimates agreed before work begins, with fixed fees where the scope allows.
A named partner responsible for the matter, not a rotating team.
Practising in Ukraine since 2003, through every regulatory cycle since.

Questions

Frequently asked

When is merger control clearance required in Ukraine?

Clearance is required where the combined worldwide asset value or turnover of the parties exceeds the statutory threshold and each of at least two parties has the requisite connection to Ukraine, or where the target's Ukrainian turnover or assets exceed the domestic threshold. The thresholds capture many transactions where neither party regards itself as having a Ukrainian business, so the test should be run early. Closing without clearance exposes the parties to substantial fines.

Should I buy shares or assets?

A share deal transfers the company with its history, including liabilities you may not have found. An asset deal lets you select what you take, but licences, permits and key contracts often do not transfer with the assets, and the tax cost is usually higher. The choice turns on what the value actually resides in.

How long does a mid-market Ukrainian acquisition take?

Three to six months from term sheet to closing is typical. Merger control clearance ordinarily takes forty-five calendar days from a complete filing in the simplified procedure and longer where a substantive review is opened, and this is frequently the critical path item.

Are warranties enforceable in practice?

Against a solvent seller with assets in an enforcement-friendly jurisdiction, yes. Against a Ukrainian individual seller whose only asset was the company you just bought, a warranty is worth what it can be enforced against — which is why escrow, deferred consideration and warranty insurance matter more than the length of the warranty schedule.

Discuss your matter with us

Tell us what you need to achieve in Ukraine. The first consultation is free and confidential — we will tell you candidly whether we are the right firm for the task.

Request a consultation +38 044 240 75 10