Evris law firm always supports outstanding and useful legal events. Recently we became partners of the XI Annual Corporate Law Forum, which was organized by the Ukrainian Bar Association and was held in Kyiv. This year, among the topics raised at the Forum were: the investments in Ukraine and conditions of work of investors, Corporate Law, the processes of lawmaking and participation of lawyers in them, pension reform in Ukraine, functioning of stock exchanges, etc.
Our lawyers share their impressions after visiting the Forum.
Sergiy Benedysiyk, Head of Corporate and М&A
The panel “Corporate Relations” was especially interesting as it was marked by a truly qualitative professional dialogue and the variety of issues raised. It became possible thanks to the speakers – representatives of executive authorities, the judge of the Higher Economic Court of Ukraine, in-house lawyers, representatives of leading law firms.
Amongst the issues for the discussion – the perspectives of amending the law for limited liability companies, introduction of corporate contracts, key aspects of corporate disputes. It is interesting, that Supreme Commercial Court of Ukraine tries to deviate from the formalistic approach of disputes consideration and seeks to consider them taking into account all aspects, taking as a basis the essence, not the form. Let’s hope that Supreme Court will follow the same approach.
We have heard the important suggestions that when drafting the regulatory acts, the best world practices shall be taken into account, and it is essential not to forget about adaptation to the Ukrainian realia – not always the improvement and simplification of procedures in modern Ukrainian conditions lead to the improvement of business environment. It is important to keep the balance between the simplicity of procedures and the mechanisms, which prevent the risks of the abuse of law by the dishonest participants of corporate relations.
In addition, actual issues on anti-BEPS and compliance were raised, which are transforming from abstract dimension to the significant practical elements of doing business and corporate structuring; the latter will become a real topical issue after the implementation of such instruments as anti-BEPS and CFC (Controlled Foreign Corporation) into the Ukrainian tax law.
Stanislav Rodionov, Associate, Corporate and М&A
It was useful to hear the excursus to the history of formation and development of corporate law. Key novelties in the sphere of regulation of corporate legal relations for 2017 were discussed – as those that entered into force, as well as the ones, which adoption is pending. A lot of attention was paid to the specific examples and nuances of application of squeeze out – the procedure, which soon will become widespread.
Andriy Gradov, Legal Assistant, Dispute Resolution
Much attention was paid to the Draft Laws No. 6603 and No. 5592 and to the models of corporate management: British, American, German (two-level). Currently in Ukraine there is a two-level one, with some features of Anglo-American model. At the last session of the Forum the amendments to the new Commercial Code of Ukraine (Draft Law) were discussed. What is new?
- the role of a judge = the role of an arbitrator, in other words he/she will not establish the truth, but will only investigate the evidence submitted by the parties;
- new means of legal remedy – eyewitnesses testimony; expertise is held by the parties independently, without ruling of the court; conclusion of the law expert;
- electronic evidence, electronic court (Art. 97);
- responsibility for the abuse of procedural rights;
Maksym Semizarov, Legal Assistant, Corporate and М&A
The most actual novelties within my sphere of professional activity were the novelties in court practice, which were discussed at the Forum:
- Within the first year from the day of state registration of the company all participants, regardless of the paid share, have the same amount of votes, which corresponds to the share defined in the authorized capital. (Decision of Supreme Court of Ukraine No.1-рп/2013, Resolution of the Plenum of Supreme Commercial Court of Ukraine No.4);
- Taking into account the provision of Art. 64 of Act of Ukraine On Business Associations, the court found legal the exclusion of a participant with the share of 49.84%, that avoided participation in general meeting, by the participant that had share of 50.16%, without his participation. (Resolution of Supreme Commercial Court of Ukraine No.904/10587/16);
- An oral contract of purchase and sale of corporate rights is deemed as null and void even if there is a notarized statement on withdrawal of a participant with transfer of rights on share of partnership. Resolution of Supreme Commercial Court of Ukraine No.923/635/16).
Oleg Tkachenko the Chairman of the Board “Ukrainian Exchange” shared a good idea pointing that Ukrainian IPO will effectively work as a result of the pension reform introduction, guaranteeing of greater freedom to the participants of the market, increasing of trust to Ukrainian jurisdiction, as well as the activity of private investors, in particular the foreign ones.
Ukraine is the country, which has already overcome a significant path to meet modern requirements in the regulation of corporate and other connected to them relations, it is the state with great perspectives in the indicated sphere of law and investments, however we have to make efforts to achieve the effective settlement of relations.