CEE Legal Matters

Category: Ukraine

  • Sayenko Kharenko Advises Creatio on Investment Raised from US and European Growth Equity Funds

    Sayenko Kharenko worked with law firms in the United States and elsewhere in advising Creatio Inc. in connection with a USD 68 million minority investment led by growth equity firm Volition, with participation from Horizon Capital.

    Sayenko Kharenko describes Creatio as “a global software company providing a leading low-code platform for process management and CRM.” According to the firm, “the company combines an intuitive low-code platform, best-in-class CRM, and a robust BPM in a single solution to accelerate sales, marketing, service, and operations for mid-size and large enterprises.” The company operates in 110 countries worldwide.

    The Sayenko Kharenko team was led by Partner Oleksandr Nikolaichyk and included Partners Yaroslav Ognevyuk, Vladimir Sayenko, Valentyna Hvozd, and Svitlana Musiyenko, Senior Associates Oksana Daskaliuk, Tymur Enkhbaiar, Pavlo Kovalchuk, Igor Pomaz, and Anton Kerimov-Varanytskyi, and Associates Ilhar Hakhramanov, Mykola Lykhoglyad, Tetiana Dyvak, Angelina Danileyko, and Snizhanna Sheshliuk.

    Sayenko Kharenko explained that it did not have permission to provide more information about the deal.

  • VB Partners Successful for SkyEng in Arbitration over Domain Name Re-registration

    VB Partners has successfully defended the interests of online English school SkyEng in a WIPO arbitration over domain name re-registration.

    According to VB Partners, SkyEng “found a number of websites with domain names that are completely identical to its brand and offer similar services. It turned out that they were registered by a former employee in order to attract users to their websites, creating a deceptive resemblance to a well-known brand. Such violations not only cause losses due to the loss of part of the profits but also damage the reputation of [SkyEng].” According to the firm, its lawyers proved “the illegal purpose of domain name registration and [WIPO] reached a decision that obliges the registrar to re-delegate them in favor of [SkyEng].”

    The VB Partners team was led by Partner Oleksandr Lukyanenko.

  • Kinstellar Assisting OECD with Review of Ukrainian Corporate Governance Regulations and Practices

    Kinstellar is assisting the Organization for Economic Co-operation and Development with its review of Ukrainian corporate governance regulations and the related practices of state-owned enterprises, and benchmarking them against the OECD Guidelines on the Corporate Governance of SOEs.

    According to Kinstellar, the review is being performed at the request of the Ukrainian government to determine whether Ukraine adheres to the OECD Guidelines. Financial supported is being provided by the Government of Norway. According to the firm, “Kinstellar has been assisting the OECD with its analysis of Ukraine’s legal framework applicable to SOEs and on-going reforms, including the most recent legislative proposals bearing on corporate governance.  The preliminary results of the Ukraine SOEs Review were discussed, in the presence of a delegation from Ukraine, on 17 March 2021 at a virtual meeting of the OECD Working Party on State Ownership and Privatization Practices. The event involved representatives of its 37 OECD member states and partners.”

    Kinstellar’s Kyiv team is led by Managing Partner Olena Kuchynska, working with Associate Julia Palaida.

  • Kinstellar Assisting OECD with Review of Ukrainian Corporate Governance Regulations and Practices (2)

    Kinstellar is assisting the Organization for Economic Co-operation and Development with its review of Ukrainian corporate governance regulations and the related practices of state-owned enterprises, and benchmarking them against the OECD Guidelines on the Corporate Governance of SOEs.

    According to Kinstellar, the review is being performed at the request of the Ukrainian government to determine whether Ukraine adheres to the OECD Guidelines. Financial supported is being provided by the Government of Norway. According to the firm, “Kinstellar has been assisting the OECD with its analysis of Ukraine’s legal framework applicable to SOEs and on-going reforms, including the most recent legislative proposals bearing on corporate governance.  The preliminary results of the Ukraine SOEs Review were discussed, in the presence of a delegation from Ukraine, on 17 March 2021 at a virtual meeting of the OECD Working Party on State Ownership and Privatization Practices. The event involved representatives of its 37 OECD member states and partners.”

    Kinstellar’s Kyiv team is led by Managing Partner Olena Kuchynska, working with Associate Julia Palaida.

  • Esquires Helps Translogist Sistem Recover Fraudulently-Taken Funds

    Ukraine’s Esquires Law Firm has helped the Translogist Sistem transport and logistics company recover funds that had, according to the firm, been “criminally seized by a sham legal entity in Ukraine.”

    According to Esquires, “the perpetrators established a sham legal entity with a name similar to that of a real contractual partner of Translogist Sistem, then interfered with the functioning of electronic mail of Translogist Sistem, sending invoices to Translogist Sistem in the amount of EUR 100,000. As a result of the fraud, Translogist Sistem transferred EUR 40,000, for services which were never actually rendered, to the account of said sham company.”

    Esquires reports that its team “succeeded in halting the cross-border crime, seizing the funds which had been placed in the account of the sham legal entity in a bank, and winning a lawsuit regarding the recovery of the stolen amount by Translogist Sistem.” According to the firm, criminal proceedings which it initiated on behalf of Translogist Sistem are still pending.

    The Esquires Law Firm team included Partners Opanas Karlin and Viktoria Kovalchuk.

  • Sayenko Kharenko and Avellum Advise on Buyback of Dobrobut Shares from Horizon Capital

    Sayenko Kharenko had advised Horizon Capital on the sale by its Emerging Europe Growth Fund III, LP of a minority stake in Dobrobut to the company’s existing shareholders: Dobrobut Managing Shareholder and CEO Oleg Kalashnikov, and Concorde Capital. Avellum advised the shareholders on the deal.

    Horizon Capital is backed by over 40 institutional investors with a capital base of over USD 350 billion, managing four funds with assets under management of over USD 850 million and a tenure of 25 years in the region.

    According to Avellum, “Dobrobut is the leading private healthcare services provider in Ukraine with a network of clinics and medical institutions in Kyiv and Kyiv region, offering high-quality, essential services to patients in Ukraine. As one of the most innovative players in the industry, Dobrobut continuously invests in the digitalization of business processes, including a mobile platform that allows patients to plan and pay for their visits online.”

    Both Sayenko Kharenko and Avellum worked on Horizon Capital’s acquisition of the stake it now sells back to the shareholders in 2019 (as reported by CEE Legal Matters on May 27, 2019).

    Sayenko Kharenko Partner Alina Plyushch described the buyback by the shareholders as “a landmark project for Ukrainian private medical services market.” According to her, “I am convinced that it is hard to overestimate the importance of investing in medical sector today, when Ukraine is struggling with a pandemic.”

    Plyushch supervised Sayenko Kharenko’s team working on the deal, which was managed by Senior Associate Dmitriy Riabikin, supported by Associate Yaroslava Chernyshchuk.

    Avellum’s team was supervised by Partner Yuriy Nechayev and led by Senior Associate Anton Arkhypov, with support from Associate Andriy Kornuta.

  • Asters Launches Nordic Desk in Ukraine

    Asters has launched a dedicated Nordic Desk, led by Associate Damien Magrou.

    According to Asters, the new desk will offer “legal advice in Scandinavian languages, adapted to Nordic business culture, and with an understanding of the Nordic jurisdictions’ legal systems.”

    Magrou, a native Norwegian, has an LL.M. from the University of Oslo as well as a Master’s degree in law from the University of Bergen. Before joining Asters in September of 2020, he spent two years with Eversheds Sutherland in Saint Petersburg, Russia. According to the firm, he “focuses on cross-border M&A, international contracts, and transactions. He also advises on matters of EU law as applicable in a Ukrainian context, as well as assisting Nordic private individuals with legal matters in Ukraine. He has experience and sector-specific focus within energy, gambling, and IT. “

    “Asters has been advising Nordic companies on entering the Ukrainian market since the mid-90s,” commented Asters Senior Partner Armen Khachaturyan. “We are members of the Norwegian Ukrainian Chamber of Commerce and have a well-established network with leading Nordic law firms. We see Nordic businesses having increasing importance in the Ukrainian market. To address this, we have structured a highly motivated team within Asters. The newly established Nordic Desk will serve as a primary point of contact for the firm’s Scandinavian clients and will provide a convenient client-specific interface for mutually beneficial cooperation.”

  • Marchenko Partners Advises WNISEF on Support Project for Eastern Ukraine Social Enterprises

    Marchenko Partners has advised the Western NIS Enterprise Fund on the financing of Printing House in Kramatorsk, Ukraine.

    The financing, which was provided in cooperation with Oschadbank, represented the first loan granted within the “Affordable Loans for Social Enterprises in Eastern Ukraine” project.

    The Western NIS Enterprise Fund is a USD 150 million regional fund in Ukraine and Moldova with more than two decades of experience in investing in small and medium-sized companies. 

    According to Marchenko Partners, “this new project is implemented by the Western NIS Enterprise Fund with the support of the American people through the United States Agency for International Development within the USAID Economic Resilience Activity. The project is called to develop the economy and solve urgent social problems in Eastern Ukraine.” According to the firm, “it envisages granting loans with the interest rate of 5% per annum, which is one of the lowest rates for Ukrainian entrepreneurs.”

    The Marchenko Partners team was led by Partner Roman Shulyar and included Senior Associate Bogdan Burlaka and Associate Oleksandr Poznyakov.

  • Former Chairman of Anti-Monopoly Committee Joins Redcliffe Partners

    The former Chairman of the Anti-Monopoly Committee of Ukraine, Yuriy Terentyev, has joined Redcliffe Partners.

    This is the second recent addition of significance to Redcliffe’s team, after Sergiy Ignatovsky joined the firm’s Litigation and Restructuring practices earlier this month(as reported by CEE Legal Matters on March 4, 2021).

    According to Redcliffe Partners, Terentyev “brings a wealth of experience to boost the firm’s capabilities in competition, corporate and commercial, government relations and international trade.”

    “Redcliffe Partners’ team has deserved its reputation at the top of the market, and I am delighted to be joining the firm,” Terentyev said. “I look forward to bringing the experience I have to assist the firm’s clients to continue developing their businesses in Ukraine and the region.”

    At the beginning of his career, Terentyev joined Bristol Myers Squibb Ukraine, where he stayed for three years. He then spent two years with Japan Tobacco International, then, in 2002, he moved to Metro Cash and Carry Ukraine. In 2012 he joined ArcelorMittal, then, in 2016, he moved to the Anti-Monopoly Committee of Ukraine.

    “We are thrilled to welcome Yuriy to the firm, and believe his expertise will greatly increase our capabilities,” commented Redcliffe Partners Managing Partner Olexiy Soshenko. “His ability to provide insights from numerous perspectives – whether handling corporate and commercial projects or negotiating with the state authorities – is an invaluable asset when managing the challenges our clients face.”

  • Deal 5: Aspect Energy GC Amy Flakne on Oil and Gas Production Sharing Agreement with Ukraine

    On January 19, 2021, CEE Legal Matters reported that Redcliffe Partners had advised US investors Aspect Energy and SigmaBleyzer — acting jointly through a special-purpose vehicle, Ukrainian Energy, L.L.C. — on an oil & gas production sharing agreement with the Republic of Ukraine. CEEIHM spoke with Amy Flakne, General Counsel at Aspect Energy, to learn more about the deal.

    CEEIHM: Let’s start with an overview of Aspect Energy and its operations.

    Amy: Aspect is a privately held oil, gas, and helium exploration and production company based in Denver, Colorado, and Budapest, Hungary.  Aspect’s mission is to bring technology, agility, and creativity to the search for new sources of energy in an environmentally and socially responsible manner. Alex Cranberg, our Chairman and CEO, formed Aspect in 1992. Aspect is most currently active in the United States, Hungary (as the leading oil producer), Croatia, Slovakia, Romania, and Ukraine. Aspect has also participated in significant discoveries in Belize, Kurdistan, and Peru. Aspect has drilled over 500 exploration wells and built and sold a large unconventional gas development in Texas and Arkansas.

    In the renewable energy space, Aspect has been the lead investor in a pioneering US wind developer, an investor in a cutting-edge battery material company, and the holder of a highly prospective geothermal permit in Hungary. Aspect is particularly proud of its proprietary know-how and track record in the use of the 3D seismic tool for large-scale exploration purposes.

    Aspect is deeply committed to partnering with the local communities in which we operate to act as a responsible neighbor, safeguard the environment, and find opportunities to address existing social issues in those communities, with a focus on education, health, and the environment.  

    CEEIHM: For the purpose of this deal, you acted jointly with SigmaBleyzer through a special-purpose vehicle. How did this partnership come to be and why did you choose this set-up?

    Amy: Aspect is a private international exploration company with substantial experience working in Central and Eastern Europe, but with no experience working in Ukraine. SigmaBleyzer is a private equity firm with deep roots in Ukraine.  There was a natural symbiosis resulting from partnering together on an oil and gas investment in Ukraine.

    CEEIHM: What was it about this project that Aspect Energy found particularly attractive and what are the main terms of the agreement reached with the Republic of Ukraine?

    Amy: The geology! We are very excited about the prospectivity of the Varvynska block. Subject to certain conditions precedent, we have committed to spending at least USD 41.5 million during the first four years of the exploration period, as well as drill at least three exploration wells and carry out 3D seismic on 700 square kilometers of land. We have also committed to investing in the development of local communities and professional development programs for Ukrainian personnel.  We are very excited to develop our block and contribute to Ukrainian energy independence. And it doesn’t hurt that our work takes us to Kyiv, where we get to enjoy borsch and Chicken Kyiv … the Kyiv restaurant scene is one of my favorite in the world.

    CEEIHM: As you mentioned, USD 41.5 million is expected to be spent in the first four years of the exploration period. What are the first steps, and what is your broad timeline?

    Amy: We’ve collected and purchased some data to evaluate the prospectivity of the block. Now we are acquiring additional well and older 2D data, and building maps to define the best areas to begin our exploration efforts. This next exploration phase entails shooting 3D seismic. Aspect has a long history of reducing exploration risk by acquiring proprietary seismic and then processing it using our own specially-designed processing protocols. Multiple play types have been identified over the block and we will now design the surveys to optimally image these diverse oil and gas reservoirs. Once the data is shot and processed Aspect and its teams in Kyiv, Budapest, and Denver will begin an intensive interpretation effort to precisely locate the first prospects to be tested.

    CEEIHM:  Why did you select Redcliffe Partners for assistance on this deal?

    Amy: Redcliffe is one of the few firms in Ukraine with experience negotiating PSAs with the government, and that was important to us. But beyond that, the entire Redcliffe team impressed us from the moment of introduction and throughout the process with their professionalism, hard work, and savvy legal counsel. They have been fantastic partners, critical to getting the signed PSA across the finish line, and we are so appreciative of their efforts and contribution. I have worked with counsel all of the world, and Redcliffe stands among the very best.

    Originally reported by CEE In-House Matters.