Category: Ukraine

Integrites has advised Eurocape’s subsidiary on the development of a 100-megawatt wind park in the Lviv region, Ukraine, involving an investment of EUR 200 million.

Eurocape New Energy Limited is an independent renewable energy company

According to Integrites, the facility, now in the final stage of development with equipment installation underway, will generate renewable electricity for approximately 116,800 households, supporting local communities and bolstering Ukraine’s economy.

In 2021, Integrites advised Eurocape Ukraine I on the commencement of Zaporizhzhia Wind Park’s electricity production (as reported by CEE Legal Matters on June 9, 2021). In 2019, Integrites helped the company secure financing for the development of the wind park (as reported by CEE Legal Matters on August 1, 2019).

The Integrites team included Managing Partner Oleksiy Feliv, Partners Viktoriya Fomenko and Igor Krasovskiy, Counsel Inna Kostrytska, Special Counsel Dmytro Kiselyov, Senior Associates Serhii Datsiv, Kostiantyn Kharchenko, and Yurii Sivovna, and Junior Associates Iryna Karazhbei-Truska and Kateryna Lyaskovets.

On 1 March 2025, the Law of Ukraine “On Amendments to Certain Laws of Ukraine on Ensuring the Rights of Persons with Disabilities to Work” dated 15 January 2025 No. 4219-IX (“Law”) came into force, aiming to create conditions for the exercise of the right to work for persons with disabilities.

Key changes

• The employer is required to provide the person with disabilities with reasons for the refusal to conclude an employment agreement or to transfer such person to another position (i.e., a promotion).
• Employers are required to provide reasonable accommodation in the workplace for persons with disabilities (e.g., purchase special equipment, change the scope of duties, etc.) at their own expense, at the expense of the State Fund For Social Protection of Persons with Disabilities, or using other financial sources not prohibited by law.
• If an employee has become disabled due to an accident or occupational disease, the relevant employer is obligated to take measures to ensure the employee’s return to work by taking all necessary measures for the reasonable accommodation of the employee within four months from the date of notification by the employee of readiness to resume work or from the date of the employee’s actual return to work. If the employer fails to fulfill this obligation, they must compensate the employee for lost earnings in an amount equal to three times the average salary at the employer’s enterprise for the entire period of non-fulfillment of those obligations (but capped at six months).
• Employers may choose between the following options to support persons with disabilities:
  • Employing persons with disabilities in accordance with the following quotas: one workplace for employers with 8 to 25 employees; 4% of workplaces for employers with more than 25 employees; 2% of workplaces for employers whose main business is rehabilitation, training, or care for persons with disabilities; or
  • Paying a contribution to support the employment of persons with disabilities (“Contribution”), which will replace the currently existing fine for noncompliance with the above quotas.
• The amount of the Contribution is to be calculated by the employer as a product of the following indicators for the relevant quarter:
  • 40% of the average monthly salary at the enterprise in the relevant calendar quarter
  • The number of months in the quarter
  • The difference between the quota of the workplace for disabled persons and the average number of employees with disabilities at the enterprise in the relevant quarter (with due regard to the salary requirements established by the Law).
• Non-payment of the Contribution within the time limits established by the Law will trigger accrual of penalties and fines.
• Violations of laws on the employment of persons with disabilities may trigger audits by the State Labor Service and result in the imposition of fines.
• The list of companies eligible for financial assistance for the employment of persons with disabilities has been supplemented with the following types (specific criteria to obtain this status must be met):
  • Labor integration companies: to qualify, at least 50% of the average number of full-time employees should be persons with disabilities, or the premises and workplaces must be accessible to persons with disabilities through reasonable accommodation, etc.
  • Protected employment companies engaged in non-commercial business activities: at least 50% of the average number of full-time employees should be persons with disabilities of Grade 1 and/or Grade 2, or the company’s revenues must be used solely to further the statutory (non-commercial) activities of the company, etc.

Recommendations

The Law will take effect on 1 January 2026, with certain exceptions. We recommend that employers consider these changes when planning their future business activities. Additionally, for your information, we have prepared a brief overview of key hiring models in Ukraine.

By Lina Nemchenko, Partner, Mariana Marchuk, Counsel, Baker McKenzie

Despite the ongoing war, Ukraine’s legal and investment landscape continues to evolve, with shifting trends in M&A, infrastructure, and technology-driven sectors, according to EY Law Partner Bogdan Malniev who also reports renewed interest in logistics, defense technology, and corporate governance reforms.

“The Ukrainian legal market is directly shaped by geopolitical developments,” Malniev begins. “Over the past few years, the war and its ripple effects have dictated investment trends – naturally, when the war broke out in 2022, private investments largely came to a halt; there was a period of near-total stagnation. However, activity has gradually resumed, though it has come in waves, influenced by broader economic and security conditions.”

Looking at M&A activity specifically, Malniev reports that the second half of 2024 was noticeably quieter, with investors “once again pausing to assess how the war would unfold. But now, we are seeing renewed interest, and there’s a real buzz in certain sectors – whether this translates into deals remains to be seen, but for now, there is a steady flow of corporate work and even an uptick in some areas.” According to him, this suggests that despite the challenges, there is a sustained interest in investing in Ukraine.

Focusing on specific areas of note, Malniev indicates that “one sector that could become increasingly active is real estate, particularly real estate-heavy infrastructure projects. Naturally, this is limited to central and western Ukraine, far from active conflict zones.” He reports that there is “growing interest in logistics, warehousing, and major transportation infrastructure, including port concessions. These are long-term investments that reflect confidence in Ukraine’s future integration with European supply chains.”

On the other hand, IT investments have slowed considerably, Malniev reports. “At the beginning of 2024, there was a marked drop in IT-related deals. That said, I expect a shift in focus: instead of purely software-driven businesses, we may see a pivot toward hardware manufacturing and integration technology – essentially, projects that tie into Ukraine’s alignment with EU industries.” Moreover, he says that defense technology is another area where growth is expected. “There’s notable interest in UAVs, control technologies, transport vehicles, and components that aren’t purely military but have civilian applications as well. Scalable, dual-use technologies – those with both military and civilian functions – are becoming increasingly attractive investment targets,” he explains.

Additionally, Malniev reports that agriculture has been quieter than expected. “Ukraine has long been home to some of the largest agricultural holdings globally. These businesses have traditionally been difficult to invest in due to their structure, and for now, there are no clear signals of renewed investment. However, should the geopolitical situation improve, this could quickly change, as agriculture remains one of Ukraine’s strongest industries.”

Finally, talking about legislative updates, Malniev says that there have been notable changes in corporate governance, particularly concerning state-owned enterprises. “Ukraine still has thousands of state-owned enterprises, many of them remnants of the Soviet era. While the most promising ones have been privatized, many still need corporate governance reforms to become viable investment opportunities.” As he puts it, the legislative agenda has been actively addressing this, with ongoing discussions about privatization strategies and governance improvements. “These reforms are crucial for attracting foreign investment and improving operational efficiency. As for industry-specific regulations, key sectors have not seen significant amendments, however, defense technology regulations remain a major question mark.” One critical issue Malniev stresses is whether the restrictions on the export of domestically produced weapons are lifted. “If this happens, Ukrainian defense companies could become far more attractive investment targets. That said, this is likely a decision for the future rather than an immediate policy shift.”

In the high-stakes world of M&A transactions, deal certainty is everything. Parties invest significant time, resources, and effort into negotiating agreements, yet even the most well-structured deals can fall apart due to logistical hurdles and trust issues.

This is where the documentary escrow (or documentary storage) agreement steps in – not as a mere administrative tool but as a powerful mechanism that safeguards documents, mitigates risks and ensures seamless completion of the deal. And it is no coincidence that an increasing number of clients are turning to reputable law firms as their trusted documentary escrow agent.

What is documentary escrow?

Under a documentary escrow agreement, the parties place one or several documents into the hands of an independent third party (a documentary escrow agent) – as a rule, a law firm – that holds them in a sealed envelope for a specified period or until a predetermined event occurs.

For instance, depending on the agreed arrangements, a documentary escrow agent may be instructed to release the documents once:

• the agreed escrow period has elapsed;
• the relevant parties have fulfilled their obligations under the transaction documents and provided confirmation regarding the same (for example, payment of the purchase price); or
• a specific event has occurred.

What are the benefits of documentary escrow?

In an M&A deal, after signing a share purchase agreement, parties have to exchange documents needed to register the share transfer, such as powers of attorney, corporate resolutions, and share transfer forms countersigned by the parties (for Ukrainian LLCs – acts of transfer and acceptance), as applicable.

Consider a scenario where the seller is reluctant to hand over share transfer documents until the purchase price is safely in their account, especially if there is likely to be a time gap between signing the share transfer documentation and payment of the purchase price. At the same time, the buyer hesitates to pay without having sufficient comfort that they will receive the documents required to finalise the share transfer. This standoff could delay or derail the deal.

However, both parties may gain some comfort if they decide to engage a documentary escrow agent. The process is very straightforward: after signing the share purchase agreement, the parties deposit the documents required for completion with a documentary escrow agent and instruct the agent to release the documents once the escrow agent receives evidence that the agreed purchase price has been paid to the seller. As a result:

• the seller is assured that the buyer will only be able to register ownership of the shares after the seller has received the purchase price; and
• the buyer does not depend on the seller’s good faith and has certainty that it will receive the documents immediately once their payment obligations are fulfilled.

Practical tips

To make the most of a documentary escrow arrangement, keep in mind the following points:

• choose a reputable documentary escrow agent – a trusted, neutral party, preferably with expertise in handling documentary escrow arrangements;
• identify the list of the documents which will be deposited into documentary escrow;
• clearly define conditions under which the documents must be released;
• if the escrow agreement includes time-based triggers, ensure that the timelines align with the broader transaction schedule; and
• outline what steps should be taken if a party fails to meet its obligations or breaches the transaction documents.

All in all, the documentary escrow mechanism is an effective tool for cases when neither party wants to take the first step without assurances that the other will reciprocate. By acting as a neutral intermediary, a documentary escrow agent ensures that all completion actions occur simultaneously, reducing risks and adding certainty to the transaction process.

By Oleksandr Kozhukhar, Managing Associate, and Olha Rudevych, Associate, Avellum

On 21 February 2025, the Cabinet of Ministers of Ukraine, by Resolution “On Amendments to the List of Activities Encouraged by the Creation of Diia City Legal Regime” No. 204 (the “Resolution”), expanded the list of eligible activities for Diia City residency.

Previously, among other qualified activities, the scope of research and development (the “R&D”) activities eligible for Diia City residency was limited to R&D in IT and telecommunications.

Now, Diia City regime is available for companies engaged in R&D in any sector, including defence technologies, biotechnology, microelectronics, genetic engineering, etc.

Additionally, the Resolution provides further clarification for certain already existing categories, in particular, recognising web analytics as part of digital marketing services and battery production as part of UAV manufacturing.

Diia City is a special legal and tax regime aimed to foster the growth of Ukraine’s technology and innovation sectors by offering certain benefits for its residents, in particular:

• a special corporate income tax regime;
• flexible employment models;
• additional instruments for IP protection; and
• English law instruments.

By Mykola Stetsenko, Managing Partner, and Andriy Romanchuk, Counsel, Avellum

Sayenko Kharenko has advised MHP on the specifics of applying autonomous trade measures, first introduced by the EU in June 2022 to support Ukraine’s economy. 

According to Sayenko Kharenko, these ATMs suspend import duties, tariff quotas, entry prices for imports from Ukraine, and anti-dumping and safeguard measures. The regime was extended in 2023 and 2024 with a special safeguard mechanism for seven agricultural products, including sugar, eggs, and honey, proving crucial for Ukrainian producers under transport blockade conditions.

Earlier, Sayenko Kharenko was successful for MHP in arbitration proceedings in 2023 (as reported by CEE Legal Matters on February 9, 2023) as well as in 2021 (as reported by CEE Legal Matters on March 4, 2021).

The Sayenko Kharenko team included Partner Anzhela Makhinova and Associate Oleksandra Sandul.

Sayenko Kharenko, working with Appleton Luff, has represented Promet Steel – part of Metinvest – in an anti-dumping investigation by Canadian authorities.

According to Sayenko Kharenko, the investigation regarded imports of certain concrete reinforcing bars from Bulgaria, Thailand, and the United Arab Emirates. 

In 2020, Sayenko Kharenko advised on Metinvest’s USD 333 million Eurobond issuance and cash tender offer (as reported by CEE Legal Matters on October 20, 2020). The firm also advised on Metinvest’s 2019 and 2020 Eurobond issuances (as reported by CEE Legal Matters on May 14, 2018 and November 25, 2019, respectively).

The Sayenko Kharenko team included Partner Anzhela Makhinova, Associate Oleksandra Sandul, and Paralegal Maksym Mykytiuk.

Asters has advised the International Finance Corporation on the restructuring of a USD 120 million loan facility provided to Nibulon. Baker Botts reportedly advised Nibulon.

Nibulon is a Ukrainian grain exporter and market operator. 

According to Asters, the new arrangements aim to help Nibulon manage operational difficulties and disruptions caused by the armed aggression of the Russian Federation against Ukraine. This loan restructuring is a key component of Nibulon’s global restructuring program, designed to defer financial obligations and create room for growth during these challenging times. 

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

Partner Igor Kalitventsev has left KPD Consulting.

Kalitventsev was the Head of the Dispute Resolution practice as well as the firm’s Managing Partner since 2007.

Earlier in 2025, Kalitventsev stepped down from his position as Managing Partner with Kyrylo Kazak taking on the MP role (as reported by CEE Legal Matters on February 13, 2025).

Sayenko Kharenko has advised the Export and Investment Fund of Denmark on two secured term loan facilities to Ukrainian companies, amounting to approximately EUR 8.15 million.

The Export and Investment Fund of Denmark is a government-backed institution that supports Danish exports and international investments to foster economic growth.

According to Sayenko Kharenko, the financing, provided under EIFO’s Ukraine Facility, supports Danish exports to and investments in Ukraine. The funds will be used to restore production capacity damaged by Russian military aggression and to purchase process engineering equipment from Danish suppliers.

Earlier in 2025, Sayenko Kharenko advised Export and Investment Fund of Denmark on a EUR 3.17 million facility to Ristone Holdings (as reported by CEE Legal Matters on February 13, 2025).

The Sayenko Kharenko team included Partner Anton Korobeynikov, Senior Associate Vladyslava Mitsai, Junior Associate Artem Medvetskyi, and Paralegals Polina Savinska and Mykola Suprunovych. 

Sayenko Kharenko could not provide additional information on the matter.