Category: Ukraine

On July 25, 2019, CEE Legal Matters reported that Competera, a Ukrainian pricing platform for e-commerce and omni-channel retailers, had established its headquarters in the United States. We reached out to Competera’s Senior Legal Counsel Denis Boshko for details.

CEELM: Tell us briefly about what Competera is, and its background.

Denis: Founded in Kyiv in 2014, Competera has established offices in the US, UK, and Singapore and serves customers in 28 countries. The company helps category managers in retail to make the right pricing decisions, manage their category and pricing strategies, and increase revenue using tools built on advanced technologies, heavy math, and retail expertise. In 2019, Competera was selected as the second-best startup among 60 international AI projects at Startup Elevate, London Tech Week’s flagship event. From a legal standpoint, Competera provides licenses to use its software.

CEELM: What does Competera’s legal team look like?

D.B.: At the moment, our legal team consists of two lawyers. Also, we are going to hire legal trainee to improve Comptera’s document flow. I’m a Senior Legal Counsel, and my colleague Alexandra Isaieva holds the post of Legal Counsel. Alexandra brings strong compliance experience from strictly regulated markets of pharmaceuticals and mostly takes care about project-based matters at Competera. As for me, my previous experience is related to information technologies and legal consulting. I set priorities for our team and mostly take care of contracting.

It’s important to note that the dynamic of Competera business requires prompt reaction and multi-functionality from our team. Thus, we don’t have a strict separation of areas of responsibilities or expertise. We’re focusing on project and business needs within a given time.

CEELM: What exactly was involved in this particular project? Did the company really move its headquarters to the US, or simply open a US office, with main operations remaining in Kyiv? Will there be a legal team in the US reporting to you?

D.B.: The goal of the project was to set up a new group structure with the holding company in the US. The project also included the transfer of intangible assets to the new holding company. Competera’s long term goal is to build up a strong presence on the global market, and the new holding structure should be beneficial for this process. Furthermore, the US holding company will operate as a foundation for future investment. Primary operations remain in Kyiv, [as] Ukraine is considered to be a core R&D center. At the moment, we are not planning to set up a legal team in the US or other countries of presence. Instead, we are going to rely on the advice of local legal providers on a case-by-case basis.

CEELM: Why did Competera choose to work with Dentons on this project? Did Dentons also help with the company’s expansion to the UK and Singapore?

D.B.: From the very beginning of the project, we were looking for a legal provider to support our transformation. We choose to work with Dentons as the result of a competitive procurement procedure. We were looking for an international legal firm with a strong presence in selected jurisdictions. Dentons provided us with a dedicated project manager from Kyiv office and contacts with local teams in respective countries. Dentons did help Competera with transformation process concerning the Singapore entity, specifically, prepared the set of documents required for respective legal actions.  

CEELM: Were there any unexpected challenges or obstacles in this process? How were they overcome?

D.B.: The transfer of the intangible asset from the Cyprus company to the US holding company was one of the challenges for our transformation. First of all, we had to verify the validity of the transfer of the intellectual property from initial code creators from Ukraine to Cyprus company and then transfer it to our US company. Furthermore, the transfer involved three different jurisdictions, and the choice of the applicable law was a challenge for our team. Moreover, the US GAP includes many requirements for recognition of the intangible asset. Our team had to collect additional documents to comply with local standards. These challenges were overcome due to the project-based approach to our transformation. The project team was agile enough to collect all the information from different sources, coordinate the work and cooperation with Dentons and, based on the respective analyses, to organize the valid transfer of intellectual property.

Asters has advised Dobrobut, a Ukrainian network of private medical centers, on its acquisition of Kyiv’s Boris medical center from unidentified sellers.

Boris Medical Center is a private medical center in Kyiv that opened in 1993. Dobrobut is also a private medical center, based out of Kyiv, that started its operations in 2001. 

The Asters team included Partners Oleksiy Demyanenko and Igor Svechkar, Counsel Oles Kvyat, Senior Associate Tetyana Subbotina, and Associates Anna Gnyp, Diana Kondratieva, and Iuliia Savchenko.

Dentons has helped US-based multinational investment bank BCP Securities launch its commercial activity in Ukraine, where it will focus primarily on creating debt capital markets deals.

In addition to Ukraine, BCP Securities also has offices in Brazil, Mexico, Singapore, Spain, and the United States.

The Dentons team was led by Partner Natalia Selyakova and included Partner Volodymyr Monastyrskyy, Counsel Nadiya Shylienkova, and Associates Artur Savin and Oleksandra Piskun.

DLA Piper has advised Deutsche Gesellschaft fur Internationale Zusammenarbeit GmbH and the Energy Efficiency Fund on the EEF’s agreement with the International Finance Corporation to provide funding to homeowners associations for the implementation of energy efficient measures in multi-family buildings. Baker McKenzie reportedly advised the IFC on the deal.

According to DLA Piper, the Energy Efficiency Fund’s mission “is to bring Ukraine up to European levels of energy efficiency by reducing the level of energy consumption and СО2 emissions in the residential sector. The EEF provides support in the form of grants to homeowners’ associations for the implementation of technical solutions for energy-efficiency renovations in multi-family buildings. The Fund’s activities are funded by the State Budget of Ukraine and supported by the EU and German government. The EEF Program is implemented in cooperation with the International Finance Corporation, Deutsche Gesellschaft fur Internationale Zusammenarbeit, and the United Nations Development Program.”

DLA Piper reports that the Energy Efficiency Fund is the only institution in Ukraine the Government of Ukraine has created to support energy efficiency initiatives, to implement incentive tools, and to support measures aiming to increase levels of energy efficiency in buildings and energy efficiency measures in the residential sector.

The DLA Piper team was led by Finance & Projects Partner Oleksandr Kurdydyk and included Legal Director Dmytro Pshenychniuk and Associate Anastasiia Zhebel.

Editor’s Note: After this article was published Baker McKenzie confirmed that it had advised the IFC on the implementation of the European Union’s program to support Ukraine’s Energy Efficiency Fund. The firm’s team consisted of Kyiv Managing Partner Serhiy Chorny and Associates Bogdan Dyakovych and Stanislav Demianiuk.

Asters has successfully defended the interests of international healthcare and agriculture company Bayer Ukraine before the Antimonopoly Committee of Ukraine.

On July 26, 2019, the AMC concluded its consideration of allegations that Bayer Ukraine had violated Ukrainian competition law, finding that the company had complied with its recommendations regarding certain provisions of distribution agreements.

Bayer Ukraine is a member of the Bayer AG global group, which is headquartered in Leverkusen, Germany. Bayer has been present in Ukraine since 1992. 

The Asters team included Partners Igor Svechkar and Oleksandr Voznyuk and Senior Associate Tetyana Subbotina.

Aequo has advised Ukrainian private equity fund Dragon Capital on its acquisition of the Smart Plaza Obolon, a 13,000 square meter shopping and entertainment center in Kyiv.

According to Aequo, Smart Plaza Obolon is located in a densely populated residential area near Kyiv’s Minska metro station. Other tenants include Silpo, Comfy, KFC, and Eurasia.

The Aequo team was led by Partner Anna Babych and included Counsels Michael Lukashenko and Sergey Denisenko, Senior Associate Mykhaylo Soroka, and Associates Alona Aheienko, Mariia Derechina, Viktor Komziuk, Anna Litvinova, and Denys Medvediev.

Editor’s Note: After this article was published CEE Legal Matters was informed that Avellum had advised A-Development, the seller of the shopping center. The firm’s team was led by Partner Yuriy Nechayev, with support from Associates Oleksii Maslov and Maryna Buinytska.

Aequo and Freshfields Bruckhaus Deringer have advised NJSC Naftogaz of Ukraine on its placement of EUR 600 million of 5-year bonds at 7.125% and USD 335 million of 3-year bonds at 7.375%. Avellum advised joint lead managers Citigroup Global Markets Limited and Deutsche Bank AG, London Branch.

Naftogaz of Ukraine engages in gas and oil field exploration and development, production and exploratory drilling, gas and oil transport and storage, and the supply of natural gas and liquid petroleum gas to consumers. According to Aequo, the deal is the first placement of Eurobonds by Naftogaz since 2009, as well as the first dual-tranche issue of bonds by Naftogaz in Euros and US dollars.

“The level of interest generated by the issue shows investor confidence in Ukraine and is a recognition of our efforts to make Naftogaz a transparent and reliable company,” commented Naftogaz CEO Andriy Kobolyev. “Having raised the funds on attractive terms, Naftogaz is now better placed to prepare for the next winter season by accumulating gas volumes in the underground gas storages.”

The Aequo team was led by Partner Yulia Kyrpa and included Counsels Bohdan Dmukhovskyy, Myroslava Savchuk, Of Counsel Oksana Krasnokutskaya, Senior Associates Vasyl Mishchenko and Mykhaylo Soroka, and Associates, Glib Bukharin, Viktor Komziuk, Olesia Mashtaler, Taras Shmyh, and Anna Konovalova.

The Avellum team was led by Senior Partner Glib Bondar and included Partner Vadim Medvedev, Associates Anastasiya Voronova, Oleg Krainskyi, Dmytro Symbiryov, Anna Mykhalova, Anna Kalabska, Anton Zaderyholova, Vladyslav Aleksandrov, and Yelyzaveta Kravtsova.

Asters has advised Norwegian solar power developer Norsk Solar AS on matters related to the construction of a 9 MW solar power plant in the Village of Semypolky in the Kyiv region of Ukraine. The power plant’s construction is co-financed by The Nordic Environment Finance Corporation.

The Asters team included Partners Yaroslav Petrov and Constantin Solyar, Counsel Anzhelika Livitska, and Senior Associate Marta Halabala.

Sayenko Kharenko has successfully protected the rights of Oschadbank, the Joint Stock Company State Savings Bank of Ukraine, before the Supreme Court.

The case involves claims brought by Oschadbank against a number of co-defendants and a foreign bank for protection of the right to a trademark and has been in process since 2016. According to Sayenko Kharenko, “in accordance with the ruling dated July 7, 2019, the Supreme Court ruled on the obligation of a foreign person to refrain from actions aiming to create unjustified delays in case consideration as well as the obligation to fairly use the procedural rights granted by the Commercial Procedural Code of Ukraine.”

The Sayenko Kharenko team included Partner Yaroslav Ognevyuk and Associate Tetiana Yushchenko.

Everlegal has advised UDP Renewables on the implementation of the Scythia-Solar SES project and commissioning of its second phase.

The Scythia Solar SES aims to produce nearly 42,000 MWh per year and to provide power to 13,300 homes in Ukraine.

The Everlegal team was led by Partner Andriy Olenyuk and included Partner Yevheniy Deyneko, Senior Associate Yuliia Kylchynska, Lawyers Alina Zhuk and Mykyta Stebliuk, and Junior Lawyers Olha Horodniuk, Vladyslav Lazarevych, and Kyryll Kostyria.

Editor’s note: This article was updated with more information about the Everlegal team.