Category: Ukraine

On 9 April 2025, Law of Ukraine No. 4292-IX On Amendments to the Civil Code of Ukraine on Enhancing the Protection of Bona Fide Owner’s Rights (the “Law”) came into force. The Law aims to enhance the protection of bona fide owners’ rights by establishing a time limit for the reclamation of real estate of such bona fide owners and providing compensation to them for such reclamation.

Highlights

• A 10-year time limit has been established for certain types of property, after which the state and local authorities will no longer be able to reclaim such property from its bona fide owner.
• A mechanism has been introduced to ensure that a bona fide owner, whose property is reclaimed by the state or local authorities, is compensated for the property’s value based on the assessment effective as of the date the reclamation lawsuit is filed.
  In more detail

Ukrainian laws on bona fide owners

A bona fide owner is a person who, at the time of acquiring property, neither knew nor could have reasonably known that another person had no right to alienate this property. The rights of a bona fide owner who acquired property under a non-gratuitous agreement are protected, among other things, by:

• ensuring that the bona fide owner retains all income generated from the property before they knew or could have reasonably known about the illegal nature of their possession, or from the moment they were served with a summons in a case based on the owner’s lawsuit for reclamation of the property;
• defining an exhaustive list of cases in which property may be reclaimed from a bona fide owner who acquired it under a non-gratuitous agreement, such as:
  • loss of property;
  • theft of property;
  • loss of property possession by the owner or the person to whom the property was transferred against their will (for instance, but not limited to, due to the property alienation using forged powers of attorney authorizing the property disposal, and other documents).

A claim for reclamation of property from a bona fide owner must be filed within the statute of limitations calculated from the date when the person knew or could have reasonably known of the violation of their right or the identity of the violator.

Upon entry into force, the Law has introduced additional protection for bona fide owners of real estate previously owned by the state or local authorities by establishing a time limit after which the state or local authority will no longer be able to reclaim such property.

Therefore, even if the state or local authority becomes aware of the violation of their right and may file a claim for property reclamation within the statute of limitations, they will not be able to reclaim certain types of property from a bona fide owner if the time limit established by the Law has expired.

10-year time limit for the state or local authority to reclaim certain types of property

Real estate transferred from state or municipal ownership to private ownership cannot be reclaimed by the state or local authority from a bona fide owner if a 10-year period has passed

• since the registration of the first owner’s ownership in the State Register of Real Property Rights for real estate transferred from state or municipal ownership to private ownership; or
• from the date of transfer to the first owner from state or municipal ownership to private ownership of real estate, in respect of which, at the time of such transfer, the laws did not provide for state registration of the transaction or registration of ownership.

The change of the first and subsequent owners does not affect the time limit for reclaiming property.

The above time limit rules do not apply if, at the time of loss of property possession by the state or municipal authority, the property was classified as

• critical infrastructure facilities;
• state-owned items of strategic importance for the economy and security of the state (as listed in CMU Resolution No. 83 dated 4 March 2015, primarily including enterprises and business companies);
• defense facilities and land;
• objects or territories within the nature reserve fund (provided there were supporting documents confirming their status at the time of loss of property possession);
• hydraulic structures (provided there were supporting documents confirming their status at the time of loss of property possession);
• cultural heritage monuments that were not subject to privatization.

It should be noted that the scope of these time limit rules for property reclamation specifically applies to vindication lawsuit (i.e., lawsuits for reclaiming property from someone else’s illegal possession or from a bona fide owner).

A vindication claim is possible if there is no binding (contractual) relationship between the owner of the property whose rights have been violated and the formal owner of the property who is in unlawful possession of the property, which gave rise to the loss of property possession by the former owner. If such a relationship exists, reclamation lawsuit is not filed. Instead, the property owner whose rights have been violated must file a lawsuit to invalidate the relevant agreement and seek the return of the property transferred under the invalid agreement. The Law does not provide for time limit for such claims.

Ensuring that a bona fide owner whose property is reclaimed by the state or local authorities receives compensation for the value of the property

The law establishes a mechanism to ensure that a bona fide owner whose property is reclaimed by the state or local authorities receives compensation for the property’s value.

Compensation is provided by requiring the state, local authorities, or prosecutor to deposit an amount equal to the property’s value into the court’s deposit account before filing a lawsuit. The property’s value is determined based on its valuation as of the date the lawsuit is filed. Documents confirming the deposit of the required amount into the court’s deposit account shall be attached to the lawsuit.

Simultaneously with deciding on whether to satisfy a claim for the reclamation of real estate from a bona fide owner in favor of the state or a territorial community, the court shall decide whether the state or local authority shall compensate the bona fide owner for the property’s value. Compensation for the value of real estate from the court’s deposit account is transferred without the need for the bona fide owner to file a separate lawsuit against the state or territorial community.

Effect of changes over time

The time limit rules also apply to the reclamation by the state or territorial community of real estate, the ownership of which arose before the Law became effective.

The rules for compensating a bona fide owner whose property is reclaimed by the state or local authorities also apply to cases where the court of first instance had not made a decision to reclaim property from a bona fide owner as of the date the Law became effective. However, the Law does not provide for the procedure for the state, territorial community, or prosecutor to deposit the relevant funds into the court’s deposit account for cases already pending in the courts of first instance.

By Serhiy Piontkovsky, and Lina Nemchenko, Partners, Baker McKenzie

Oksana Ilchenko has joined Sayenko Kharenko as a Partner.

“With Oksana joining us, we strengthen our corporate and M&A practice and expand our capabilities in labor law,” said Partner Volodymyr Sayenko. “Despite difficult economic conditions, the workload in our corporate practice remains at pre-war levels, demonstrating our clients’ trust and their activity even in the current situation.”

“Joining Ukraine’s leading law firm comes when businesses are actively exploring new opportunities,” commented Ilchenko. “My experience in M&A and corporate will be instrumental for the international companies interested in the Ukrainian market and for the Ukrainian businesses expanding their presence abroad. My professional network is within arm’s reach to support their cross-border projects. Together with the Sayenko Kharenko team, we aim to deliver exceptional legal support for complex transactions and corporate transformations.“

Sayenko Kharenko has successfully represented Reckitt Benckiser Hygiene Home Ukraine during a regulatory inspection of aerosol product labeling conducted by the territorial division of the State Emergency Service of Ukraine.

Reckitt is a manufacturer of personal and household hygiene products, known for brands such as Vanish, Durex, Air Wick, Strepsils, Cillit, and Nurofen.

According to Sayenko Kharenko, the inspection was launched across the supply chain following the identification of potential non-compliance in aerosol labeling during product distribution in the retail network. Following the inspection, Reckitt Ukraine received an official report confirming the absence of any violations. 

The Sayenko Kharenko team included Partner Oleksiy Koltok and Senior Associates Dmytro Shahirmanov and Zhanna Zayets.

Public-Private Partnerships (PPPs) have become an essential tool for governments worldwide to develop and modernise healthcare infrastructure. By leveraging private sector investment, expertise, and efficiency, PPPs help bridge funding gaps, improve healthcare accessibility, and ensure the long-term sustainability of medical facilities.

Ukraine faces significant challenges in healthcare infrastructure, including outdated hospital buildings, lack of modern diagnostic centres, and insufficient number of specialised medical facilities. Given budgetary constraints and competing priorities, PPPs offer a potential solution to accelerate the modernisation of Ukraine’s healthcare system.

This article aims to explore different PPP models used in healthcare worldwide, identify key factors influencing their selection, and assess the most suitable approach for Ukraine. Given the complexities of integrating private-sector management into medical services, we propose focusing on infrastructure-only PPP models as the most practical solution for Ukraine.

PPP Models in Healthcare

Countries worldwide have adopted various PPP models to improve healthcare infrastructure and service delivery. These models can be broadly categorised as follows:

1. Infrastructure-Only PPPs (DBFOM – Design, Build, Finance, Operate, Maintain)

Under this model, the private sector is responsible for designing, financing, and constructing healthcare facilities, as well as maintaining them over a long-term contract period. However, the public sector retains control over medical service provision.

UK’s Private Finance Initiative (PFI) should be viewed as an example of the said model. The UK has used PFI extensively to build hospitals, with private companies financing construction and being repaid over time through public sector payments. While PFI delivered modern facilities, high long-term costs led to a re-evaluation of the model.

2. Service-Based PPPs (Full-Service PPPs)

In this model, private partners not only build infrastructure but also provide medical services. This approach requires strong regulatory oversight to ensure service quality and affordability. An example of this mode is the Alzira Model used in Spain.

• The private sector builds and operates hospitals, providing medical services under a contract with the government.
• While the model reduced costs and improved efficiency, concerns arose regarding service quality and accessibility, leading to a partial rollback.

3. Hybrid Models (Shared Responsibility in Infrastructure & Services)

Some countries adopt a hybrid approach, where private entities manage hospital infrastructure while public healthcare professionals provide medical services. Canada’s Alternative Financing and Procurement (AFP) model used in Ontario involves private-sector participation in hospital construction and maintenance, but the public sector retains control over service provision. This model ensures high-quality infrastructure while preventing excessive privatisation of medical care.

Each model has its own strengths and weaknesses, but success depends on how well it aligns with the country’s legal, financial, and healthcare systems.

The choice of a PPP model for healthcare depends on several critical factors, which we aim to summarise below:

Firstly, regulatory environment: a well-defined legal framework is essential for private-sector participation. Countries with clear PPP laws tend to attract more investment.

Secondly, funding mechanisms: some models rely on direct public funding, while others involve user fees or international financing. Availability of funding influences model selection.

Thirdly, risk allocation: the public and private sectors must clearly define responsibilities to balance financial, operational, and service delivery risks.

Fourthly, healthcare system maturity: countries with well-developed public healthcare systems may integrate service-based PPPs, while others may focus on infrastructure-first models.

Lastly, however, not the least important though, public perception and political will. If private-sector involvement in healthcare is politically sensitive, governments may opt for infrastructure-only PPPs to mitigate public resistance.

Given these considerations, Ukraine must choose a PPP model that aligns with its regulatory, financial, and healthcare landscape.

The Best-Suited PPP Model for Ukraine

Ukraine’s healthcare sector faces structural challenges that make infrastructure-only PPPs the most viable option. Integrating private-sector medical service provision into PPP projects would be complex due to several factors. One of the most important aspects is that the current legislation lacks clear mechanisms for integrating private healthcare services into PPPs. On the other hand, full-service PPPs could face resistance from the public and medical community. Additionally, managing both infrastructure and medical services would require advanced funding models, which are currently underdeveloped.

By focusing on PPPs for hospital construction, renovation, and maintenance while keeping medical service provision under public control, Ukraine can shoot many targets with the same bullet.

TARGET A: acceleration of infrastructure modernisation. New hospitals, clinics, and diagnostic centres can be built faster and with better quality.

TARGET B: leveraging of international funding. Organisations like the World Bank and EBRD could support projects with long-term financing and/or donor finance.

TARGET C: ensuring public oversight by the government retaining control over medical service standards and affordability.

TARGET D: reducing budgetary strain. PPPs allow private investors to share financial risks while ensuring long-term facility maintenance.

Potential Pilot Projects for Ukraine

Ukraine has recently announced a pilot healthcare PPP in the city of Zhytomyr where it is proposed to implement an infrastructure-only model to create a brand-new hospital designed to replace an outdated facility. This is a huge move towards potentially multiple projects across the country, where PPP can facilitate transformation of Ukraine’s medical services system primarily through (A) modernisation of regional hospitals by upgrading aging facilities to meet modern healthcare standards, (B) establishing of specialised medical and diagnostic centres (developing high-tech oncology, cardiology, and rehabilitation centres).

Successful implementation of these projects would provide a strong foundation for scaling up PPPs in Ukraine’s healthcare sector.

By Roman Stepanenko, Partner, Asters

Imagine Lawyers has advised the shareholders of Uklon group companies on the sale of Uklon’s controlling stake to Kyivstar for USD 155 million. Asters advised Uklon. Sayenko Kharenko advised Kyivstar.

Uklon is a Ukrainian ride-hailing and delivery platform operating in 27 cities across Ukraine and Uzbekistan.

According to Imagine Lawyers, Kyivstar, Ukraine’s largest digital operator, serves over 23 million mobile subscribers and more than 1.1 million home internet fixed-line customers as of December 2024. It is a part of the international Veon Group, which is listed on the NASDAQ stock exchange in New York.

“We look forward to welcoming Uklon into the Kyivstar family, adding new and complementary expertise to our portfolio of market-leading digital services and solutions,” said Kyivstar CEO Oleksandr Komarov. “With this acquisition, we are happy to bring together two leading companies with strong value propositions, enhancing our ability to offer digital experiences for millions of Ukrainians according to our digital operator strategy.”

The Imagine Lawyers team included Partners Alla Kozachenko, Galyna Zagorodniuk, and Illya Sverdlov and Of Counsel Olga Romanenko.

The Asters team included Partners Igor Svechkar and Tetiana Tyshchenko and Counsel Pavlo Verbolyuk.

The Sayenko Kharenko team included Partners Oleksandr Nikolaichyk, Volodymyr Sayenko, Alina Plyushch, Maksym Nazarenko, and Oleg Klymchuk, Counsels Iryna Bakina and Igor Pomaz, Senior Associate Olga Kyriusha, Taras Bondarenko, Associates Dmytro Zaiachkivskyi, Alina Kylymenchuk, Victoria Chorna, and Anastasiia Finko, and Junior Associates Ahil Aliiev and Vladyslav Novitskiy.

Avellum has advised Concorde Capital on its acquisition of Beiken Energy Ukraine.

Concorde Capital is a Ukrainian investment company.

Beiken Energy Ukraine is an oil and gas drilling specialist operating in the Poltava and Kharkiv regions and is also part of the holding of Chinese company Beiken, a private oil and gas service company.

The Avellum team included Partner Yuriy Nechayev, Managing Associate Oleksandr Kozhukhar, and Associates Olha Rudevych and Alina Yudina.

Avellum could not provide more information on the matter.

Sayenko Kharenko has advised the Government of Canada on a new CAD 5 billion loan to Ukraine. Avellum reportedly advised the Ukrainian Ministry of Finance.

According to Sayenko Kharenko, the loan, with a 30-year maturity, is provided under the G7 Extraordinary Revenue Acceleration Loan initiative, which enables repayment and servicing of the loan using future revenues from immobilized Russian sovereign assets. The ERA Loan initiative will disburse approximately USD 50 billion in bilateral loans from G7 members to support Ukraine.

The Sayenko Kharenko team included Partner Igor Lozenko, Senior Associate Oles Trachuk, Junior Associate Artem Medvetskyi, and Paralegal Polina Savinska.

Sayenko Kharenko has advised UK Export Finance, Deutsche Bank, and Barclays Bank on a EUR 181 million loan facility to JSC NNEGC Energoatom. B. C. Toms & Co reportedly advised Energoatom.

JSC NNEGC Energoatom is Ukraine’s state nuclear energy company.

According to Sayenko Kharenko, the UKEF-covered financing is meant to “support Energoatom’s long-term contract with Urenco for the supply of enriched uranium products, which are essential for fuelling Ukraine’s nuclear power plants and ensuring a stable and secure energy supply. The five-year syndicated facility is crucial for maintaining Ukraine’s energy security and independence, particularly during the ongoing conflict, and reflects the broader international support for Ukraine’s critical infrastructure.”

The Sayenko Kharenko team included Partner Anton Korobeynikov, Senior Associate Oles Trachuk, and Paralegal Polina Savinska.

Asters has advised the European Bank for Reconstruction and Development on a EUR 15 million loan to Yuria-Pharm.

Yuria-Pharm is a Ukrainian pharmaceutical company.

According to Asters, the financing will support the company’s investment plans in both Ukraine and Uzbekistan. In Ukraine, Yuria-Pharm plans to certify its production under the EU Good Manufacturing Practice standard, install solar panels, and carry out critical IT upgrades. In Uzbekistan, the loan will be used to expand production facilities, install solar panels, and improve energy efficiency.

Earlier, in 2020, Asters advised the EBRD on a EUR 25 million financing to Yuria-Pharm (as reported by CEE Legal Matters on July 1, 2020).

The Asters team included Partner Iryna Pokanay, Senior Associate Inna Bondarenko, and Associate Viktoria Zagreba.

Asters did not respond to our inquiry on the matter.

Integrites, working with Morgan, Lewis & Bockius, has advised Cohen Circle Acquisition Corp I on a business combination agreement with JSC Kyivstar. Sayenko Kharenko, working with Latham & Watkins, advised JSC Kyivstar’s parent company Veon.

Cohen Circle is a US-based investment firm.

JSC Kyivstar is a Ukrainian telecommunications company.

According to Integrites, this transaction is a key step in Cohen Circle’s strategy as it prepares for a business combination planned for the third quarter of 2025, after which Kyivstar’s parent company Kyivstar Group will be listed on the Nasdaq Stock Market under the ticker symbol KYIV.

The Integrites team included Senior Partner Illya Tkachuk, Partners Igor Krasovskiy and Viktoriya Fomenko, Counsels Tetiana Storozhuk, Nataliya Kovalova, Dmytro Nyshpal, and Kristina Shyposha, and Associates Artem Boiko, Yuriy Korchev, Marta Hrunska, and Yaroslava Liamchenko.