Mergers & Acquisitions: Ukraine 2025

1. COMPETENT AUTHORITIES & RELEVANT LAWS

1.1.        What laws regulate M&A in Ukraine?

There is no separate takeover statute in Ukraine. The primary laws that govern various aspects of business combinations, including takeovers, in Ukraine are as follows:

• the Commercial Code of Ukraine of 16 January 2003 (which will be abolished as of February 28, 2026);

• the Civil Code of Ukraine of 16 January 2003;

• the Law of Ukraine ‘On Joint-Stock Companies’ of 27 July 2022;

• the Law of Ukraine ‘On Limited Liability and Additional Liability Companies’ of 6 February 2018;

• the Law of Ukraine ‘On Protection of Economic Competition’ of 11 January 2001;

• the Law of Ukraine ‘On State Registration of Legal Entities, Private Entrepreneurs and Non-governmental Organisations’ of 15 May 2003;

• the Law of Ukraine ‘On Capital Markets and Organised Commodities Markets’ of 23 February 2006;

• the Bankruptcy Procedures Code of Ukraine of 18 October 2018;

• the Law of Ukraine ‘On Currency and Currency Transactions’ of 21 June 2018; and

• the Labour Code of Ukraine of 10 December 1971.

1.2.        Are the rules different for various types of companies?

The procedures and mechanisms for mergers and acquisitions do differ due to corporate laws (e.g., those governing the takeover of a limited liability company (LLC) or joint-stock company (JSC)) and sector-specific regulations (e.g., those covering the takeover of a bank, insurance company, etc.).

Additionally, Russian- and Belarusian-controlled businesses are currently subject to tough sanctions imposed in response to the ongoing full-scale invasion of Ukraine. These sanctions cover, inter alia, the expropriation and/or freezing of assets and a ban on financial transactions, including the repatriation of capital and dividends.

1.3.        Are there specific rules that apply to foreign buyers?

Governmental authorities of foreign states, religious organisations, international organisations, as well as legal entities founded by the mentioned subjects may not be present at any level of the shareholding structure of audio-visual media utilizing the Ukrainian radio frequency spectrum. Furthermore, non-resident undertakings registered in offshore zones (as defined by the Cabinet of Ministers of Ukraine), trusts (with some exceptions), as well as undertakings registered or located in the aggressor or occupant states, and individuals who are citizens or residents of such states may not be ultimate beneficial owners, key participants (those holding, either directly or indirectly, 2% or more of the shares), or owners of a significant interest (those holding, either directly or indirectly, 10% or more of the shares or exercising significant influence) in local media at any level of their corporate shareholding structure.

More generally, Russian- and Belarusian-controlled businesses are currently subject to tough sanctions imposed in response to the ongoing full-scale invasion of Ukraine. These sanctions cover, inter alia, the expropriation and/or freezing of assets and a ban on financial transactions, including the repatriation of capital and dividends. Importantly, the presence of a Russian or Belarussian ultimate beneficial owner or interest (shareholding), either direct or indirect, in the target company or at any level in the buyer’s or seller’s corporate shareholding structure is a definitive red flag in any potential M&A in Ukraine, rendering it virtually impossible.

1.4.        Are there any specific rules related to particular sectors?

1.4.1. Strategic industries

There are specific industries where only Ukrainian state enterprises can operate. These include, inter alia, railways, security services rendered to strategic state-owned objects, and forensic activities.

Telecommunication service providers and media also have special sector-related rules.

1.4.2. Banking and finance

Ukrainian law sets specific rules for M&A in the banking and financial sectors.

As regards banks, the acquisition or increase of a substantial shareholding in a Ukrainian bank (10, 25, 50, 75 percent or more of the share capital or voting rights), as well as any reorganisation process (including mergers) within a bank in Ukraine, requires approval from the National Bank of Ukraine (NBU). The NBU also approves business reorganisation plans.

A notification to the National Bank of Ukraine or the National Securities and Stock Market Commission, as well as an examination of the shareholding structure (clearance) or approval by these regulators are also required in the case of acquisition or increase in a substantial shareholding (10, 25, 50 and more percent of the share capital or voting rights) in other financial institutions rendering financial services, e.g., insurance companies, leasing companies, pawnshops, and professional participants of capital markets, etc.

1.5.         What are the foundations of liability?

As a general rule, a legal entity (party to the transaction or a target) or its officials can be held responsible, inter alia, for violations of competition law (e.g., merger without prior merge

r clearance, if applicable), stock market and securities law (insider trading, market manipulation, misrepresentation, disclosure requirements, failure to obtain necessary regulatory approval, etc.).

The parties to the transaction may define any liability and penalties for breaking contractual or pre-contractual arrangements, as far as is practicable.

Furthermore, Ukraine has adopted a concept of criminal liability for legal entities. Such liability may be applied additionally to the criminal liability of corporate officers of a company for certain white-collar crimes committed in the interests or for the benefit of that company, including commercial bribery. The sanctions that may be imposed on the company include fines, the confiscation of assets, forced liquidation, and temporary restrictions on operation or access to rights/benefits to which the company is entitled. In addition, the company is obliged to reimburse damages caused by its criminal activity.

2. AQUISITION MECHANISM

2.1.           What different approaches to acquisition exist?

There are essentially three common forms of business combinations in Ukraine. The respective legal structures may be classified as follows:

• statutory mergers;

• share purchases; and

• asset acquisitions (which also include a concept specific to Ukraine: the purchase of an integrated property complex).

  
  

2.1.1. Mergers

Ukrainian laws envisage two main forms of mergers: amalgamation and absorption. Amalgamation is a merger of two or more companies into a new company. Under amalgamation, the merging legal entities cease to legally exist, whereas all their property and liabilities are transferred to a newly established company. Merger by absorption occurs when the undertaking, property, and liabilities of one or more companies are transferred to another existing company, which is the only one surviving the merger.

2.1.2. Share purchases

Given the complexity and long-lasting procedures associated with statutory mergers in Ukraine, the most common mechanism for business combinations is acquisition through share purchase. Share purchases may take the form of a direct purchase of shares or, as is quite often the case, a purchase of shares in a non-resident special-purpose vehicle holding control over a Ukrainian target company.

2.1.3. Asset acquisitions

Under Ukrainian law, one of the most common means of acquisition is structured through acquisition of the target’s assets. In addition, Ukrainian law envisages a specific possibility to acquire the target company’s integrated property complex – a specific form of real estate common in post-Soviet jurisdictions that usually includes buildings, facilities, equipment, and related liabilities.

2.2.           What professional advisers are usually involved?

Ukrainian law mandates that the parties must engage at least one licensed securities broker in any acquisition transaction related to shares of (private and public) JSCs. Under certain circumstances, the parties may need to engage a licensed appraiser. Other than that, the parties may employ financial and legal advisers to study the compliance and good standing of the target company and its assets, as well as tax advisers to develop a tax-conscious solution for the acquisition. Other advisers (e.g., technical, construction, environmental, HR, etc.) are required on a case-by-case basis, depending on the type of business of the target.

2.3.           How much time does an M&A transaction normally take?

The timeline for completion of an M&A transaction depends primarily on the transaction structure, the organisational type of the target, and the necessity to obtain certain regulatory approvals. It can usually take from one to six months for small and midsize transactions and up to a year for large acquisitions. In the context of the ongoing full-scale Russian invasion of Ukraine and imposed martial law, delays – particularly in carrying out due diligence on the target and in processing applications and clearance procedures by public authorities – cannot be ruled out. These delays can extend the standard timelines for completing M&A transactions.

In addition to the negotiations and due diligence/audit time expenditure (which can vary depending on the complexity of the deal and the target), the duration of acquisition may also include the obtainment of merger and/or regulatory clearance(s), if applicable.

The parties may also be required to fulfil legal obligations regarding the disclosure of information (as described in questions 2.12, 4.3 and 5.3) and observe the pre-emptive rights of other shareholders or participants (as described in question 2.7).

Once transactional documentation is ready, the title to the shares or participatory interest is usually transferred (registered) within one business day.

If applicable, the regulatory approvals may take the following additional time (and shall be done prior to the closing of the deal):

• Merger clearance – 45 days (Phase I standard procedure) or 25 days (expedited procedure for transactions raising no significant competition concerns, if applicable) and an additional review period (Phase II procedure) of up to 135 days where there are concerns that the concentration may lead to market monopolisation or a substantial restriction of competition.

• Approval of the NBU (in case of acquisition of a substantial shareholding of a bank) – five months (which can be extended by 30 business days).

• Approval of the NBU (in case of acquisition of a substantial shareholding in an insurance institution) – fiv

• e months.

2.4.           What major obstacles need to be dealt with?

The main hurdles for cross-border acquisitions are regulatory approvals and currency controls. The latter, in particular, have become especially stringent under martial law.

The ongoing war situation can also become a serious deterrent and even render a transaction unfeasible due to considerable associated risks, such as when the target company or its assets are located in an occupied territory or close to the frontline or are (as in the case with objects of energy) potential targets of air strikes. As already mentioned, the presence of a Russian or Belarusian element at any level of the target’s, seller’s or buyer’s shareholding structure will most likely obstruct the transaction. In many cases, the conflict will also trigger specific obligations of the parties to a transaction agreement. Therefore, careful consideration is needed regarding how the war may affect each stage of an M&A transaction.

2.5.           How much leeway is there regarding the deal structure and costs?

Price and deal terms are agreed at the discretion of the parties, except for mandatory regulations such as currency control and tax.

2.6.      What are the differences between offering cash and other forms of consideration?

Consideration and payment terms are agreed upon at the discretion of the parties. For non-cash considerations, an evaluation by a certified appraiser might be required.

2.7.           Do all shareholders have to be offered equal conditions?

Yes, all target shareholders/participants should be treated equally in terms of enforcement of pre-emptive rights, access to information, and consideration.

The shareholders, in certain cases, do have the right to buy out shares or participatory interests on the terms that are offered to a third party. Shareholder agreements can provide, for both JSCs and LLCs, in particular, in which cases shareholders/participants have a right or are obliged to sell their shares or purchase shares of the company.

In joint stock companies, shareholders can generally sell their shares without the consent of the other shareholders. Starting in 2023, the law no longer provides for a statutory pre-emptive right to buy out shares that shareholders of a (private) joint stock company used to enjoy in case one or several other shareholders decided to sell their shares. In LLCs, the remaining participants are generally entitled to exercise their pre-emptive rights, in proportion to each participant’s share, to buy out shares sold by other participants. However, the company charter or a corporate agreement between the participants can provide for different rules. If shares are to be purchased through an additional issue, the JSC has to make a notification prior to its start. The notification shall contain, inter alia, information on the waiting period for the existing shareholders to exercise their pre-emptive purchase right.

2.8.           Do any obligations exist to acquire other types of the target’s securities?

There is no statutory obligation to do so; however, a shareholder agreement may provide for such obligations and conditions under which they arise.

2.9.           To what extent are the target’s employees involved in negotiating and agreeing on transaction terms?

Under Ukrainian law, employees generally do not enjoy any formal approval rights regarding a business combination. Local trade unions or other employee representative bodies do enjoy limited statutory information and consultation rights in the event of a direct change of control in the target company. These rights can theoretically be expanded through a collective bargaining agreement. In practice, this is rather uncommon in Ukraine, and failure to provide information or conduct consultations does not prevent a business combination.

A change of control in the target company during a takeover does not, per se, affect existing labour relationships, unless it is accompanied by or followed by justified organisational and structural changes in the company that necessitate staff redundancies.

2.10.       What impact does a transaction have on employment relations and vice versa?

Except for the information and consultation rights outlined above, employees generally have no impact on the acquisition transaction. The employment issue arises in the case of potential staff redundancies, changes to essential employment conditions (e.g., remuneration, benefits, and working time, etc.), or golden parachute payments. In such cases, the employer must observe certain statutory procedures, such as a notice period to notify redundant employees and state authorities, negotiate with the local trade union (if any), and, in certain instances (such as layoffs), procure its consent; and it must ensure statutory guarantees, such as severance payments, to redundant employees.

Lastly, the change of control causes the existing collective bargaining agreement to expire within one year after the change occurs. Meanwhile, the parties shall negotiate the terms of a new agreement.

It is not common practice for pension trustees to play a role in acquisitions in Ukraine.

2.11.       What documents are prepared to implement a transaction?

Documents related to the merger are usually as follows: (a) a confidentiality (non-disclosure) agreement; and (b) a letter of intent, which shall contain basic terms regarding the proposed transaction. When the negotiations are finished, the parties sign the main (acquisition) agreement and supportive documentation – usually connected with collateral and protective mechanisms, employment of top management, disclosures, and other related documentation. In the context of the ongoing Russian invasion, the potential impact of the military hostilities, martial law, and related governmental decisions on the transaction should be properly addressed.

Further, the parties taking part in the merger shall ensure compliance with their corporate procedures. Irrespective of the type of company, the minutes of the shareholders must be in order.

For LLCs, the amended charter reflecting the new participants shall be registered with the State Registrar (only if the charter indicates the participants of the LLC, which is not a mandatory requirement after June 17, 2018). In any case, the company’s data in the State Register shall be amended respectively to reflect a new shareholding structure. Documents required to be submitted to the State Register for this purpose may include, inter alia, a resolution of the LLC’s shareholders’ meeting and/or a transfer-acceptance act of a participatory interest (its portion).

2.12.       What specific disclosure requirements apply?

2.12.1. Disclosure of ultimate beneficiaries

All companies are obliged to disclose their ultimate beneficial owners. To this end, an ultimate beneficial owner is considered an individual that owns directly or indirectly 25 per cent or more of the registered capital, or that can exercise significant influence or control over the company. However, this requirement does not extend to religious organisations, trade unions, political parties, state-owned companies, government bodies, registered law societies, chambers of commerce and industry, public companies (public JSCs listed on at least one foreign stock exchange from a list approved by the Cabinet of Ministers of Ukraine, if such listed JSCs disclose their ultimate beneficiaries pursuant to EU law or equivalent rules), etc.

2.12.2. Disclosure of substantial shareholders

JSCs are obliged to make public certain information on shareholders with a substantial shareholding (5 percent or more, for both private and public JSCs).

For JSCs, in the case of an acquisition of a shareholding of 5 percent or more of the company’s ordinary shares (a substantial shareholding), a potential acquirer (except for the existing shareholders already holding a substantial shareholding in a JSC) shall file prior (at least 30 days in advance) written notice to the target and notify the National Securities Commission thereof, as well as all stock exchanges where the target JSC is listed, and disclose it in the special databank of an entity authorized to publish regulated information of issuers. Furthermore, separate notifications to the target company and the National Securities Commission are required each time a person (including an existing shareholder) acquires or disposes of, either directly or indirectly, voting shares of the company, and, as a result of such acquisition/disposal such person’s shareholding exceeds, falls below or equals 5, 10, 15, 20, 25, 30, 50, 75, or 95 percent of the company’s voting shares (5, 50, 95 percent – in a private JSC). The target company shall also publicly disclose this information as special information of an issuer.

In the case of acquisition, either directly or indirectly, of control or substantial control (i.e., more than 50 percent or more than 75 percent of the company’s ordinary shares, respectively) shareholding in a JSC, the acquirer shall file a notification on the execution of the sale and purchase agreement (SPA) to the National Securities Commission and the target within one business day. The target shall immediately disclose this information on its website and in the special databank of an entity authorized to publish regulated information of issuers. Further, after the title to the shareholding is registered, the acquirer shall file with the National Securities Commission information about the highest price at which it acquired the shares of the target during the 12 months preceding the date of acquisition. This is needed to determine the acquisition price for the remaining shareholders. After the acquisition price is defined, the acquirer shall make a public, irrevocable offer to all remaining shareholders to acquire unrestricted shares of the target.

Similar rules apply for the acquisition of a dominating control shareholding (i.e., more than 95 percent of the company’s ordinary shares), except that the dominant shareholder is not obliged but has a right to make such an offer, which, if made, is mandatory for the remaining shareholders. The shareholders receiving that offer may, however, file a counteroffer to purchase the shares of the other shareholders; the offered purchase price shall in such case be at least 5 percent higher than the price of the original offer. The counteroffer is mandatory for the other shareholders, including the dominant shareholder. However, those other shareholders, including the dominant one, can, in their turn, make another mandatory counteroffer with the offered price at least 5 percent higher than the price in the previous offer. The number of such counteroffers is not limited.

If the dominant shareholder does not exercise its right to purchase the shares of the remaining shareholders, the latter have a right to demand that the dominant shareholder do so. Such demand is mandatory for the dominant shareholder.

2.12.3. Disclosure of all participants

LLCs disclose their participants upon registration and acquisition of any further membership. Information regarding participants in LLCs can be contained in the company’s charter and is found in the online Unified State Register of Legal Entities, Individual Entrepreneurs, and NGOs, which is freely accessible (in Ukrainian; access is limited under martial law). It is possible for everyone to obtain information from the State Register regarding the identification data of the participant (name, address, identification code) and the amount of the equity share. Starting in 2024, LLCs can switch to an alternative system of recording their participants’ shares. This system is provided by the National Depositary of Ukraine. Information on participants of LLCs registered in this system can be accessed in a databank on the National Depository’s website.

2.13.       What are the major transaction-related expenses?

The costs of acquisition of participatory interest in an LLC will consist of notary fees (notarisation of signatures on the transfer-acceptance act, minutes of the general shareholders’ meeting and the charter) and a statutory fee of UAH 908.4 (ca. €19) as of 2025.

The costs of acquisition of shares in a JSC will consist of the fee of the securities broker (execution of the share transfer) and custodian (serving the securities account).

Both the acquisition of a participatory interest in an LLC and shares in a JSC will require additional expenses for notarisation of document copies, apostille, translation, etc.

The official filing fee for merger notification to the Antimonopoly Committee of Ukraine (if appropriate) comes to UAH 42,500 (ca. €867) as of 2025.

2.14.       Are any consents required?

For LLCs, Ukrainian law foresees the pre-emptive purchase right of the other participants (unless the company’s charter provides otherwise) and mandatory disclosure of all participants in the Unified State Register of Legal Entities, Individual Entrepreneurs, and NGOs (or in the National Depository-based system).

Statutory mergers require the approval of both the general meeting of shareholders in a JSC and the general meeting of participants in an LLC.

2.15.       What public approvals or administrative procedures are involved?

2.15.1. Competition clearance with the Antimonopoly Committee of Ukraine (AMCU)

If a business combination (treated broadly as almost all possible types of change-in-control transactions) reaches the financial thresholds below, notification and formal approval of such a business combination by the AMCU is required. The thresholds mentioned are set forth in the Law of Ukraine ‘On Protection of Economic Competition’ as follows:

• worldwide sales or assets of all parties exceed €30 million and sales or assets in Ukraine of at least two parties exceed €4 million each; or

• sales or assets in Ukraine of the target exceed €8 million and sales of either party exceed €150 million worldwide.

2.15.2. Other filings

There could be other additional filings or mandatory submissions depending on the peculiarities and industry where the business combination takes place (as discussed in question 1.4). As a side note, in practice, getting certain approvals can be a highly bureaucratic and formalistic process.

2.16.       When must the funds for cash consideration be in place and accessible?

Ukrainian laws do not explicitly govern the issue of financing in M&A transactions. To this end, the conditions of payment in cash or other (non-cash) consideration can be agreed upon by the parties at their discretion.

Limitations apply when an investor (including an existing shareholder) acquires newly issued shares of a JSC, in particular:

• shares issued by a JSC are generally paid in cash; non-cash contributions are allowed only if the decision on the issue provides for such an option;

• an acquirer of issued shares is not allowed to pay for the shares by undertaking any obligations, such as obligations to provide some services;

• shares may not be paid for by bills of exchange and debt-issuable securities, the issuer of which is the acquirer;

• the placed shares must be fully paid before the approval of the results of the share placement by the target JSC;

• if a property deposit (including claims to the target that commenced before the issue) is introduced as a payment for the shares, the value of such property should correspond to the market value determined in accordance with statutory procedures;

• a JSC and entities under its control are not allowed to grant a loan for an investor to acquire its shares or provide a guarantee for loans granted by a third party to acquire its shares; and

• the charter of the JSC may also set forth additional restrictions on the forms of payment for securities, except for a restriction or prohibition on paying for shares with monetary funds.

In LLCs, participants can pay for the participatory interest that they acquire when the company is established or when its charter capital is subsequently increased by contributing cash, securities, or other (non-cash) assets. Similar to JSCs, an LLC is not allowed to grant a loan for an investor to acquire the LLC’s newly issued participatory interest; it also may not provide a guarantee for loans granted by a third party to acquire the LLC’s participatory interest. A non-cash contribution must have an assessment approved unanimously by all participants of an LLC.

3. FRIENDLY AND HOSTILE TAKEOVERS

3.1.           Can a choice be made?

Ukrainian law does provide some limited regulation on unsolicited takeover bids. However, given that there are very few companies that are truly public (with disseminated ownership) and most companies are privately held, such types of transaction are extremely rare.

Generally, as in some other post-Soviet jurisdictions, hostile transactions in Ukraine have become associated with certain illegal corporate raiding schemes. Lately, however, Ukrainian laws have been updated to counteract these types of illegal transactions more effectively.

3.2.           What rules regarding an approach to the target apply?

In Ukraine, there are no specific rules or statutory limitations regarding a potential acquirer approaching the target. It is advisable to proceed with due regard to confidentiality and reasonableness.

3.3.           To what extent is the target board relevant?

The board members (directors) of both JSCs and LLCs must act in the best interests of the company.

In both JSCs and LLCs, board members (directors) have a duty to disclose any conflict of interest (personally or through their respective family members) that they may have in a business combination (if any). In LLCs, disclosure must take place within two business days, whereas in JSCs – immediately after such conflict arises.

Under the general prohibition, during takeovers of JSCs, board members (directors) are not allowed to take any measures to preclude takeover bids.

3.4.           How does the choice affect the implementation process?

The acquisition mechanism generally remains the same; however, cooperation between the parties may ensure the prompt closing of the transaction.

4. INFORMATION AND DISCLOSURES

4.1.        What information does a buyer have access to?

The buyer can obtain various pieces of information regarding the companies (the target and other connected entities) online, for free or for a minor fee. Access to some public registers and databases is restricted under martial law and requires special authorization.

Information about a company in the Unified State Register of Legal Entities, Individual Entrepreneurs, and NGOs that is available online includes:

• Name.

• Address.

• Identification code.

• Shareholders (excluding JSCs and LLCs that choose to register their participatory interest in a recording system provided by the National Depository).

• Authorised capital.

• Ultimate beneficial owners.

• Director and authorised officials.

• Main activities.

• Initial registration date.

• Data on ongoing liquidation/insolvency proceedings.

• Data on registration with state authorities (as a taxpayer, etc.).

• Indication of open enforcement proceedings.

Information in the recording system of participatory interests provided by the National Depository includes:

• Participants of LLCs registered there and their participation interests.

Information in the Informational Database of the National Securities Commission that is available online includes (applicable only for JSCs):

• Registration data.

• Shareholders owning 5 and more percent.

• Issuer’s annual reports (financial statements, information on corporate changes, etc.).

• News feed (management change, general shareholders’ meeting time and agenda, other information that must be published according to the law).

Information in the VAT-payer database that is available online includes:

• Date of registration/cancellation of registration as a VAT payer.

• VAT number.

• Information in the register of court cases that is available online includes:

• Full texts of court rulings. Personal data on individuals (names, passport details, and addresses) is anonymised.

• Information in the Register of Real Estate Rights that is available online includes:

• Title and other property rights to a real estate object (including mortgages and other encumbrances).

• Identification data on the real estate object and its owner/user (including total area and description of the object).

• Date of and grounds for registration (including reference details of purchase, mortgage, lease agreements, or authority decisions, etc.).

The State Register of Sanctions provides information on:

• Individuals and entities are subject to sanctions.

• Types of sanctions applied to such individuals and entities, and their validity period.

Public JSCs are required to publish certain information on their own websites; in particular, annual financial reports, records of general shareholders’ meetings, and reports for public authorities. Additionally, through a notary or the public service provider, the buyer can obtain an extract from the Register on Encumbrances of Movable Property, where the buyer can see currently existing encumbrances on the target’s movable property (including shares or participatory interest) that were registered in the Register.

4.2.        How is the confidentiality of negotiations protected?

There is no statutory regulation as to confidentiality or access to negotiations.

4.3.        What announcements and public disclosures of information are required?

There are special disclosure requirements that are applicable only to JSCs.

In accordance with the Law of Ukraine ‘On Capital Markets and Organized Commodities Markets’ as well as respective by-laws, the target JSC must disclose regular information, which includes certain details, in particular, the following events relevant to business combinations:

• shareholders holding 5 percent and more of the company’s voting shares, as well as changes in shareholders who own a threshold number of voting shares (including as a result of a takeover) upon obtaining a respective notification from the depositary (cf. also question 2.12 for details);

• the target’s participation in other legal entities;

• the target’s capital structure, including types and classes of its shares;

• restrictions on the circulation of the target’s securities, if any;

• information on any existing shareholders’ (corporate) agreements;

• information on dividend disbursements;

• decisions of the competent body of the JSC or the court on termination (including through a merger) after such a decision has been approved; or

• change in officers (directors) of the JSC (including as a result of a takeover) after such a decision has been approved by the competent corporate body, and information on any payoffs due to such persons in case of their termination.

In addition, the JSC must also disclose special information, in particular, on the following events that may be relevant to particular structures of business combination:

• decisions on the issue of shares for an amount exceeding 25 percent of the share capital;

• decisions to repurchase its own shares;

• the acquisition of a control, substantial control, or dominating control shareholding;

• listing or delisting of shares on the stock exchange;

• information on entering into or giving consent to entering into substantial and interested-party deeds; data on interested parties and circumstances giving rise to their interest;

• decisions of the JSC to reduce the share capital; and

• initiation of bankruptcy proceedings against the JSC, ruling on its reorganisation.

While public JSCs are obliged to disclose all of the above information as well as other information mandated by law, private JSCs enjoy some exemptions regarding certain types of information. The company management must disclose information by way of publication on a special publicly available web database administered by an entity authorized by the National Securities Commission to publish regulated information on behalf of capital markets participants (the Stock Market Infrastructure Development Agency, http://smida.gov.ua), publication on the company’s own webpage, and submission of the respective notification form to the National Securities Commission.

Annual regular information shall be disclosed before April 30 and June 30 of the following year; intermediary (quarterly) information – before the last day of the month following a reporting quarter.

The disclosure of special information must be made within the following terms:

• on http://smida.gov.ua – within two business days after the date of the respective event;

• on the corporate webpage – within one business day from the date of the respective event; and

• in a submission to the Commission – within five business days from the date of the respective event.

4.4.        What are the consequences of disclosing inaccurate information as well as of changes in the disclosed information?

If any of the information disclosed by the target company, as mentioned in question 4.3, is incorrect, it shall disclose (publish) a correction in the same way and during the same period which is applicable to the respective category of information. If the information changes, the company shall disclose updated information in the manner and time period defined by the law.

Starting January 1, 2026, the fines for deliberate disclosure of wrong information, or non-disclosure, will inflict substantial fines on the target company reaching up to UAH 110,000,000 (ca. €2,245,000) but not more than 5% of its annual turnover.

5. STOCK ACCUMULATION

5.1.        Is it possible to buy shares outside the offer process?

Shares in both public and private JSCs can be bought outside the offer process without limitations.

5.2.        Is it possible to buy derivatives outside the offer process?

Yes, derivatives can be bought outside the offer process. It is worth mentioning that the legal regulation of derivatives in Ukraine is rather superficial.

5.3.        What events trigger disclosure obligations?

If an undertaking acquires, whether jointly or individually, a substantial, control, substantial control or dominating control shareholding in a JSC, notifications and disclosures shall be made as outlined in question 2.12 hereof.

5.4.        What specific limitations apply and what consequences arise?

If someone purchases a control or substantial control shareholding (i.e., more than 50 or 75 percent of the ordinary shares, respectively) in a JSC, such a new majority shareholder (acting alone or with its affiliates) is obliged to offer to buy out the shares of the remaining minority shareholders. The purchase price may not be lower than the highest price at which it acquired the shares of the target during the 12 months preceding the date of acquisition and the determined market price.

When a dominating control shareholding is purchased (i.e., more than 95 percent of the company’s ordinary shares), the new dominant shareholder has the right to demand a mandatory buy-out of all remaining shares. If the dominant shareholder does not exercise this right, the remaining minority shareholders may request the mandatory buy-out of their shares.

See also question 2.12 for more details.

In the case of private JSCs, the above requirements can be subject to exceptions or distinctions according to their charters.

Furthermore, during the acquisition of a control or substantial control shareholding in a public JSC, the new majority shareholder will have to disclose the potential effects of such acquisition on the employees and management of the JSC, as well as future plans.

Until the new majority shareholder has fulfilled all requirements of the buy-out procedure, the number of its votes at general shareholders’ meetings is limited to 50 percent (for public and private JSCs) or 75 percent (only for public JSCs in the case of a purchase of more than 75 percent) of the JSC shares. For the new dominant shareholder, the number of votes is limited in such a case to 95 per cent minus one share.

6. PROTECTION OF THE DEAL

6.1.        How are break fees regulated?

There are no specific regulations regarding break-up fees. Therefore, general commercial and civil law principles apply to this provision. Generally, there are no limitations on a company’s ability to protect deals from third-party bidders. However, it is advisable for the parties to have a genuine intention to conclude a fair deal and act reasonably and in good faith: otherwise, such a deal can be declared null and void by a court.

6.2.        Can the target’s right to dispose of its assets be restricted upon agreement?

Yes, such option is available.

6.3.        Can the target undertake an obligation to issue shares or sell assets?

It is possible to use any of the commitments mentioned above in the deal.

6.4.        How is a deal normally secured?

The parties can use a wide variety of means to secure the deal. The most common under civil law are the forfeit/penalty that is applied in case of a breach of the agreement, a guarantee from a third party or a bank, a pledge (security), and a deposit (down payment).

7. PROTECTION OF THE BIDDER

7.1.        Which conditions can be included in the deal, and are there restrictions on their use?

When drafting deal conditions, it is important to pay attention to antitrust regulations. Except for merger clearance, the bidder shall ensure that the deal conditions do not contain provisions that can qualify as anticompetitive concerted actions. For example, certain restrictive covenants (e.g., the seller’s exit from the market upon closing) may require the approval of the Antimonopoly Committee of Ukraine.

7.2.        To what extent does the bidder control the target during the process?

The parties are free to choose any form of control over the target, with due regard to merger control requirements and competition law.

7.3.        When does the bidder acquire control over the target?

The parties are free to decide the moment when to pass control to the bidder at any practicable time, with due regard to merger control requirements. Control is defined under Ukrainian competition law as the decisive influence of one or several related undertakings or individuals over the commercial behaviour of another undertaking, which is ensured directly or indirectly, inter alia, due to the availability of: (a) rights that ensure decisive influence over the formation, voting results, and decisions of the governing bodies of an undertaking; (b) rights to conclude agreements/contracts/ deeds, which allow the terms of commercial activity to be defined, mandatory instructions to be issued, or functions of the governing bodies of an undertaking to be performed; (c) the imposition of obligations, including trade obligations, financial obligations, and obligations on financial assistance; and (d) rights to make decisions or block the decisions related to, inter alia, definition of the scope of investments.

7.4.        In what ways can the bidder acquire 100% control over the target?

In LLCs and JSCs, this can be done through the acquisition of all participatory interests or shares. Additionally, Ukrainian legislation was recently updated with a squeeze-out procedure. This is triggered if a dominant shareholding (i.e., more than 95 percent of the ordinary shares) is acquired. It ensures the right of the new majority shareholder (acting alone or with its affiliates) to demand an obligatory sale of shares by the remaining minority shareholders. Until the new dominant shareholder fulfils all requirements of the squeeze-out procedure, its number of votes at general shareholders’ meetings shall be limited to 95 percent minus one share of the JSC shares.

8. DEFENCES OF THE TARGET

8.1.        How can the target oppose a change of control?

As mentioned in question 3.1, hostile takeovers are extremely rare in Ukraine and tend to be viewed as connected with illegal corporate raiding schemes.

8.2.        Are both sides on equal footing?

Unfortunately, fighting the raiding schemes in Ukraine usually requires the involvement of law enforcement and publicity.

9. OTHER NOTEWORTHY DETAILS

9.1.        What does the success of an acquisition generally depend on?

Generally, the rules are simple: all the parties shall have a genuine intention to conclude a fair deal and act reasonably and in good faith. To minimise the risks of an unfair acquisition, the parties shall make all the agreements in writing, making all the essential conditions understandable.

9.2.        What are the consequences of its failure?

Failure of the deal happens from time to time. It is important that the parties have agreed in advance on their obligations and responsibilities regarding the deal’s closing and compensation procedure in case of failure.

10. MAJOR DEVELOPMENTS AND TRENDS

10.1.    Please provide an overview of any major recent legislative developments in M&A in Ukraine, as well as other principal factors influencing this area

10.1.1. New Bankruptcy Procedures Code of Ukraine

An essential piece of legislation that was enacted in 2019 is the new Bankruptcy Procedures Code of Ukraine (Law No. 2597-VIII of 18 October 2018). It overhauled the outdated bankruptcy legislation and consolidated and unified the existing insolvency and bankruptcy procedures. The Code is aimed at making these procedures effective, adapting them to world standards, as well as ensuring a proper level of protection for the creditors’ and debtors’ interests.

In particular, the procedure is meant to become: more accessible by eliminating certain excessive formalistic elements; speedy by defining exact procedural deadlines; and transparent by introducing certain control mechanisms for creditors.

Another novelty is an entirely new bankruptcy procedure for a natural person.

10.1.2. Currency regulation

As noted before, the new Law of Ukraine ‘On Currency and Currency Transactions’ came into full force and effect on 7 February 2019. The law has liberalised the existing currency regime by abolishing numerous administrative barriers and restrictions. These include, in particular, mandatory currency conversion, individual licences and permits, upper thresholds, and payment deadlines for certain cross-border transactions. Following a period of remarkable macroeconomic stability in Ukraine, the National Bank of Ukraine lifted, in 2019, all major existing currency restrictions, including the limits for the repatriation of investments and dividends, the mandatory conversion of currency proceeds, and the prohibition of early repayment of loans to non-resident lenders.

Nevertheless, the new law authorises the regulator to temporarily reintroduce these measures in extraordinary circumstances threatening the stability of the national financial market. The National Bank of Ukraine has resorted to its emergency powers and imposed tough forex restrictions on cross-border payment transactions and repatriation of capital in the wake of the full-scale Russian invasion of Ukraine launched in 2022.

10.1.3. Support for large investors

The Law of Ukraine ‘On State Support of Investment Projects with Large Investments’, dated 17 December 2020, offers state support and tax preferences for investment over €12 million in strategic industries such as processing, mining (except for coal, oil, and gas), logistics, transportation, warehousing, waste treatment, postal and courier services, science, the arts, culture, sports, tourism, recreation, IT, and education. The law sets the amount in euros, and the amount in hryvnias is calculated according to the official exchange rate of the National Bank of Ukraine on certain dates, such as the date of factual investment.

10.1.4. Preferential regime for the IT industry

The Law of Ukraine ‘On Encouraging the Development of Digital Economy in Ukraine’, dated 15 July 2021, intends to create a preferential legal regime for not less than 25 years for companies engaged in the IT industry in Ukraine.

10.1.5. Shareholder agreements

As of 2021, joint ventures in the form of an LLC, and as of 2023 – those in the form of a JSC – can become parties to a shareholder agreement alongside shareholders and third parties (such as creditors). The parties to the shareholder agreement can choose governing law if at least one of the shareholders is a foreign entity or individual. Disputes arising from corporate (shareholder) agreements can be referred to arbitration if all shareholders and the company itself have consented thereto and signed a respective arbitration agreement (covenant).

10.1.6. New Joint Stock Companies Law

A restated version of the Law of Ukraine ‘On Joint Stock Companies’ was enacted starting January 1, 2023, which introduces new (simplified) corporate governance mechanisms for joint stock companies.

10.1.7. New laws governing the financial services, insurance, telecommunications, and media industries

Furthermore, during 2022-24, new versions of laws governing, in particular, financial institutions and services (the Law of Ukraine ‘On Financial Services and Financial Companies’), the insurance sector (the Law of Ukraine ‘On Insurance’), telecommunications (the Law of Ukraine ‘On Electronic Communications’), and media (the Law of Ukraine ‘On Media’) have come into effect. They will further liberalize and adapt Ukrainian legislation in the respective areas to EU standards.

10.1.8. The impact of Russian aggression and general outlook

The Russia-Ukraine war, which started on 24 February 2022, continues to have a profound negative effect on M&As and the overall activity of international investors in the country. At the outset of the full-scale invasion, many large foreign investors suspended the operation of their subsidiaries and joint ventures. The assets of numerous businesses have been either damaged or completely destroyed due to active combat operations or deliberate Russian targeting. As a consequence, the tremendous risks engendered by the war have virtually brought M&A activities to a halt.

In response to the aggression, Ukraine has approved legislation, imposed severe sanctions, and taken other legal measures to seize assets belonging to Russia as well as businesses owned or controlled by Russia or its residents and to ban financial transactions with such businesses. Besides Russia, war-related sanctions can also apply to Belarus and Belarusian businesses. Therefore, participants in a potential M&A transaction are strongly advised to ensure that their and the target’s shareholding structures do not have any Russian/Belarusian participation or ultimate beneficial owners. The latter fact will certainly render the transaction impossible.

Still, despite the ongoing conflict, some renowned foreign companies (e.g., in the retail and FMCG sectors) have, starting in 2023, been gradually resuming their operations in Ukrainian regions not affected by active combat operations. Some occasional M&A transactions have also taken place, although their participants have so far been exclusively domestic parties.

The National Bank of Ukraine has also been gradually relaxing certain forex restrictions imposed at the beginning of the war. In particular, the repayment of foreign loans and accrued interest, as well as the repatriation of dividends, have become possible within certain limits and under certain conditions.

Another beacon of hope for the war-torn country is the Agreement between the Government of Ukraine and the Government of the United States of America on the Establishment of the United States-Ukraine Reconstruction Investment Fund signed on April 30, 2025. This agreement is designed to attract global investments to finance post-war reconstruction and economic recovery of Ukraine and is undoubtedly capable of intensifying M&A activities. The major focus of the agreement is on the mining and infrastructure industries.

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At the end of 2024 and in the first months of 2025, talks about a possible peaceful solution to the terrible conflict have again been reinvigorated, especially in the context of the re-election of Donald Trump as US President. Such talks and peace efforts provided certain hopes for a post-war restoration of the country’s economy, which could give a powerful boost to foreign investment and M&A activities in Ukraine, specifically in the context of the above-mentioned US-Ukraine Investment Fund Agreement. However, this perspective ultimately depends on the outcome of a peace process and concrete arrangements achieved by the parties, first of all, the lasting stability of the peace and a secure environment for business and investment. So far, the outcome of the ongoing peace efforts remains uncertain.

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This publication should not be construed as legal advice or legal opinion on any facts or circumstances. If you have any questions or require specific advice on any matter discussed here, please contact one of the following or your usual NOBLES contact:

Alexander Weigelt (Partner), Oleksandr Aleksyeyenko (Partner), Denys Vergeles (Counsel)