Ukraine is becoming increasingly attractive for investment coming into the agricultural business. With decent management, Ukrainian agricultural companies can become super-profitable. Taking the above into consideration, 2015 was the year when Ukraine turned over a new leaf in its agricultural life.
1) A considerable number of promising companies were unable to cope with competition and were offered for sale at very attractive prices.
2) Agricultural holding companies were optimizing logistical links among their clusters and, as a result, were selling their distant entities and purchasing those which were located closer to the management hub; that means that some rather attractive assets may be acquired at good prices.
3) Some agricultural holding companies were active in “putting things right” in their production and management systems for the purpose of further growth, increasing the land bank and raising funds.
4) A number of companies (particularly, small-sized and medium-sized ones, with a land bank of up to 10,000 hectares) focused on introducing innovative methods and enhancing efficiency thanks to new technologies.
5) Liquidation procedures were initiated in numerous banks; as a consequence, at the current stage, the pledged assets of agricultural companies may be purchased at prices which are much lower than their real market values.
There are ongoing discussions on the issue regarding lifting a moratorium on the sale of agricultural land. According to opinion polls, a majority of players on the agricultural market are not ready to purchase land even if this market is opened. At the same time, in certain regions, land— owners are already willing to sell and certain agricultural companies (both foreign and Ukrainian) are ready to buy certain amounts of land. Thus, due to the availability of both demand and supply, as well as due to the moratorium, the land market offered new opportunities in 2015 through conclusion of agreements for emphyteusis (land use for agricultural needs). An advantage of such agreement is: so far as private land is concerned, it may be concluded for an indefinite number of years, whereas the right to use land under such an agreement constitutes in itself an article of merchandise and may be, for instance, sold or provided to a creditor as collateral. Thus, an agreement for emphyteusis is a real and efficacious alternative to the land sale and purchase transaction.
With a diverse legal service offering for the Ukrainian agrarian sector and consistently formidable workflow, Law Offices of OMP retains its top positions on the market. The broad range of sectoral queries includes assets sale and lease, financial and corporate restructuring, land plots transactions, commercial litigation and arbitration. The team is a top point of contact for sector specific acquisitions across different regions of the country. Some notable highlights of the team is complex support the owners of Agrokultura Holding in exchange for assets of its group of subsidiaries for MHP S.A. Russian group of subsidiaries; rendering advice to Prometey Group on purchase of an elevator complex in Mykolayiv Region. The team is regarded for its active involvement in the USAID AgroInvest program. There are many significant names among the impressive spectrum of clients, names like Mriya Agro Holding Group, Agrokultura AB, Agro-region Group, Cygnet Holding, Dedov, MHP, Kernel Group, Harvest Holding, APK, Selhosproduct Group, Glencore, USAID AgroInvest, Prometey Group, Agroprodservice Corporation, Rosan-Agro Group, Astarta Group. The four-partner strong practice is led by Mykola Orlov, Yaroslav Sverdlichenko, Kyryll Levterov and Igor Ogorodniychuk.
The Kiev office of Dentons is continually active in transactions in the agrarian sector. The international law firm is traditionally attracted by the major international agricultural players, such as CHS, Noble Group, for rendering advice on their activity in Ukraine. Among the recent work is acquisitions in the sector, corporate reorganization, issues of investment and construction, export finance, tax advice. Ihor Mehedynyuk and Volodymyr Monastyrskyy are lead partners. Anzhelika Livitska, senior associate, is a point of reference for land law advice named by peers.
Asters, a respected full service team, is a prominent counsel in finance and corporate areas, with an increasingly growing practice of international trade support. The firm regularly advises its agrarian clientele on access to domestic and international finance and capital markets, and is equally active in supporting the EBRD and IFC on financing the sector. Asters has recently advised the IFC in connection with committed and anticipated facilities to Astarta. The firm regularly supports clients on investments and operations in Ukraine, and handles contentious matters. Clientele includes ED & F Man Holdings, Monsanto, Creative Group. The multidisciplinary practice workload is divided between partners — Oleksiy Didkovskiy, Armen Khachaturyan, Oleksiy Demyanenko, Alexey Khomyakov.
Alexandrov & Partners is primarily known for its deep niche in agribusiness. Agricultural land and assets lease, acquisitions, corporate structuring and complex investment support, competition, debt restructuring, tax and regulatory disputes, currency control fall within its recent performance. In particular, the firm advised a foreign investor, the group of Resilient companies on alternative to land plots acquisition — emphyteusis contractual package. Both partners Dmytro Alexandrov and Oksana Kryzhanivska are very active in advising agrarian sector players.
The reputable full service firm Sayenko Kharenko is centered on handling high-profile projects in the agricultural sector, in particular, advises on international trade and corporate matters, and acts for international financial institutions on financings to Ukrainian agro companies. The team is also traditionally visible in arbitrations and litigations involving agrarian sector clients. The international trade team led by partner Tatyana Slipachuk and counsel Andrii Zablotskyi, who is coordinating the firm’s agribusiness practice, advised Soufflet Group in connection with the signing of a MoU between Soufflet Group and Illichivsk seaport on USD 70 million investment in port infrastructure and construction of grain transshipment terminal. In 2015 the firm became the official legal counsel of the Ukrainian Agricultural Council. The finance team led by partner Nazar Chernyavsky advises the EBRD on finance to the sector and the Nordic Environment Finance Corporation (NEFCO) on a range of financings to Ukrainian agribusinesses aimed at implementation of energy-saving technologies. The corporate team as led by partner Vladimir Sayenko, advised agro clients on the sale, personal data transfer and various other data protection issues, settlement of outstanding debts. The international arbitration team enjoys a series of high profile arbitrations, inter alia, in LCIA and GAFTA.
Highly visible in the agrarian sector, the compact team of AGA Partners is recognized for its wealth of experience in commodities trade support, transportation and high profile international arbitration, notably GAFTA and FOSFA. The firm enjoys assignments from top sectoral clients, inter alia, PJSC Rise (Ukrlandfarming Group), State Food Grain Corporation of Ukraine, NCH Capital Inc. and others. Among the firm’s arbitration highlights is representing Public Company Rise at the High Court of Justice in a dispute with Nibulon S.A. The team of partners Aminat Suleymanova, Ivan Kasynyuk and Irina Moroz are highly active in the market and demonstrate a solid and growing caseload.
Over the last couple of years Avellum established its market position as a vivid legal counsel for capital markets work and cross-border financing agricultural enterprises. The team of finance partner Glib Bondar advised the noteholders’ committee of Mriya Agro Holding plc in connection with the restructuring of Mriya Agro Holding debt; and acted as Ukrainian legal counsel to ING Bank N.V. in connection with a USD100 million sunflower oil pre-export loan facility to MHP S.A. The corporate team of managing partner Mykola Stetsenko is often hired for supporting joint ventures and asset deals. He recently acted as Ukrainian legal counsel to MHP S.A. in connection with the exchange of grain growing assets Voronezh Agro in Voronezh Region of the Russian Federation for Agrokultura in the Lviv, Ternopil and Ivano-Frankivsk Regions of Ukraine.
Vasil Kisil & Partners has a distinctive focus on supporting comprehensive projects in the sector and demonstrates increasing activity in arbitration cases. The firm is a legal counsel to Ukrainian Club for Agricultural Business for a variety of issues, such as corporate, tax, regulatory, land, commercial and other nature. Currently Alexander Borodkin, partner, advises Pioneer Hi-Bred International, Inc. (Switzerland), Du Pont Corp. (USA) on a construction of a seed plant in Ukraine, that covers all matters, starting from land acquisition and rezoning, and covering all sorts of regulatory and compliance advice in land and construction matters. The multidisciplinary practice team assembles Anna Sisetska, Volodymyr Igonin, Alexander Borodkin, Oleg Alyoshin. The name of managing partner Andriy Stelmashchuk gained praise for his profound ownership dispute performance.
Baker & McKenzie is a port of choice for big multinationals seeking investments in Ukraine, as well as for transactional and operational legal support in the jurisdiction. The office is enlisted for business restructuring, M&A, land and tax advice, finance, commercial litigation including cross-border disputes. As the team advised sectoral issuers on their capital markets deals, it recently acted as a legal counsel on various liability management issues. The current example by way of illustration is acting as legal counsel to Agroton Public Limited in connection with solicitation of consents of Eurobond holders. The projects of the practice team are managed by three well-known partners, Viacheslav Yakymchuk (corporate, M&A, private equity and equity capital markets), Oksana Simonova (competition) and Lina Nemchenko (real estate and construction).
The team of Redcliffe Partners (prior to 1 December 2015 — Clifford Chance) commands a strong profile among foreign investors, lenders, private equity funds investing in Ukraine’s agricultural sector, as well as among international and local agribusinesses. In 2015 the team advised on transactions involving leading agricultural producers and exporters, including Kernel, Myronivsky Hliboproduct, Astarta, Valinor, COFCO, Louis Dreyfus. Among selected highlights is representing the world’s largest agricultural traders on establishing a joint venture in relation to development of a port. The banking and finance practice led by Olexiy Soshenko, managing partner, acted for an international lender on USD 400 million refinancing of pre-export facility extended to Kernel; and for the EBRD on setting up risk-sharing arrangements between the EBRD and Ukrainian banks for the purposes of financing agricultural producers in Ukraine. Dmytro Fedoruk and Rob Shantz (joined in autumn 2015 as a partner) lead the agriculture industry group at Redcliffe.
AEQUO is rendering both transactional and dispute work, having on board partners with consistent expertise in agribusiness. The formidable client portfolio includes Ramburs Group, E.I. du Pont de Nemours and Company, Pioneer Hi-Bred International, Inc., Illychivsk Grain Port. With rapidly growing finance workflow, the team of Yulia Kyrpa,partner,has been engaged in a number of debt restructuring projects. For example, it advised Ramburs Group on restructuring its indebtedness and advised on the implemenation of derivatives to hedge the risks arising out of agri trading transactions. Under the guidance of managing partner Denis Lysenko the firm advised on group restructuring, real estate and regulatory matters related to a greenfield grain terminal project development in Yuzhny (Pivdenny) port, with a view to future JV arrangement with a US-based global commodities trader. Pavlo Byelousov, counsel, is in charge of GAFTA arbitrations.
In 2015 Integrites was involved in a number of high-value financial, corporate and restructuring transactions, arbitrations and litigations involving the agrarian sector clients. Recent work encompassed advising the EBRD on several loans and restructurings; a leading Ukrainian agriholding on a USD 10 million pre-export credit facility provided by one of the leading commodity traders. Notably, Integrites acted as a global legal counsel to New Products; advised Ukraine’s leading agribusiness operator on an investment project for the construction of a regional logistics centre. The international arbitration practice led by partners Olena Perepelynska and Vsevolod Volkov was engaged in several disputes involving both local and global agricultural companies, including ICC, LCIA, GAFTA arbitrations on debt recovery from Ukrainian agro-industrial companies; and completed the large SCC arbitration representing a leading poultry producer in the CIS. The sizeable team includes partners Dr. Oleksiy Feliv, Oleh Zagnitko and new M&A and corporate practice head Svyatoslav Sheremeta.
The team of Egorov Puginsky Afanasiev & Partners Ukraine assists the largest agricultural companies with a wide range of matters, including finance, capital markets, corporate and M&A, arbitration and litigation projects, tax and real estate matters. In 2015 the firm advised its long-standing client Sodrugestvo Group with respect to Ukrainian law matters of its local operations (grain trading and operating a grain elevator), including litigation, tax and regulatory aspects. The firm regularly advises the world’s leading corn flour and tortilla production company on various business structuring and litigation matters. Oleg Boichuk, who was appointed as a partner, leads the agriculture team.
Arzinger is noted for handling investment projects and litigation work. The firm advises the EBRD in EUR 20 million worth of investment in a joint project with the French agrarian player Soufflet Group. The team is also present in finance and debt restructuring in agribusiness. The most sound and complicated projects is multimillion debt restructuring of Mriya Agro Holding. Another significant part of assignments remain in the field of tax litigation. Partner Anna Zorya (corporate and M&A) and partner Kateryna Gupalo (tax litigation and white-collar crime) are the lead practitioners.
Moris Group is primarily known for its full service expertise in supporting agriholdings. Being regularly attracted by AvangardCo PL, the leader in the egg and egg processing industry in Ukraine and Eurasia, the group supports investment projects on construction poultry and equipment delivery in five Ukrainian regions to the total sum of USD 876 million. The scope of support encompasses a variety of corporate, investment, tax and dispute assignments. Another important feature of the recent workflow is proliferating tax litigation practice. The name of Andriy Romanchuk, managing partner, is widely known on the market.
Renowned for its niche commodities arbitration and foreign trade practices, ARBITRADE continues to act in all capacities in a series of FOSFA and GAFTA arbitrations. The firm represents its long-standing client, PJSC State Food and Grain Corporation of Ukraine (SFGCU), in a series of arbitrations at the GAFTA and acts for EFKO-Trade LLC (Russia) in a FOSFA dispute. Among significant clients are also Logos Group and Bunge. Yuliya Chernykh and Andriy Shulga are the main contacts.
The multi-facet practice group of ILF (Inyurpolis Law Firm) is focused on corporate restructuring and asset protection, structuring ownership, assets and land plot acquisitions. The firm renders continuous advice to BASF as for payments for supply, debt recovery litigation, loan facility. ILF is enlisted for inbound and outbound investments. In particular, it recently supported a private local investor on the acquisition of an agro processing plant in Turkey. The litigation practice is traditionally loaded with an array of debt collection, administrative and regulatory disputes. Recently the firm represented Rol Pol LLC, Polish Capital Group Norblin,on challenging the decision of the Antimonopoly Committee which accused it of monopoly abuse. Serhiy Silchenko is the lead partner.
Gramatskiy & Partners arranged export finance for Ukrainian agrarian producers accessing Middle East markets and drafted legal schemes of arranging trade, including regulatory queries. Firm’s team supports complex export programs of Finrostorg Ltd and Investtradeservice, trade in fertilizers and crop protecting agents, purchases of agro equipment, renders everyday support to processing companies and traders. Among new illustrative projects are negotiations with the state agencies of Iran for export and export finance after the abolition of sanctions, debt restructuring work and land disputes. Andriy Trembich is the main practitioner who leads the 5-lawyer team.
Apart from traditional expertise in representing banking institutions on financing the agrarian sector, CMS Cameron McKenna has global multinational and Ukrainian sectoral clients on board. The office showcases M&A, corporate, competition, employment and finance matters. Kateryna Chechulina and Tetyana Mykhailenko advised a syndicate of banks onsyndicated secured pre-crop and pre-export credit facility of up to USD 65 million for Kernel Group. Partner Graham Conlon is a contact for M&A queries.
The team of Jeantet (a French international law firm, launched by taking over the Kiev office of Gide Loyrette Nouel in November 2015) enjoys established legacy for supporting French originated agrarian clients on their activities in Ukraine. Illya Tkachuk assists a Ukrainian subsidiary of Savencia Fromage & Dairy Europe,the worldwide leader in cheese production, on various corporate matters; and Igor Krasovskiy advised the EBRD on restructuring the corporate loan to Agrogeneration, secured by assets located in Ukraine.
In 2015 Ilyashev & Partners gained solid sector clients, among others OLAM Ukraine, Danone, Agrein, RONLY, Noble Group, and continued supporting KWS Ukraine and Creative Group. The sizeable team is well-versed in comprehensive cross-border litigation and arbitration. The firm represents Agrein group in a high value USD 200 million corporate dispute. Transaction support was performed with a number of corporate, M&A and asset acquisition assignments in the past year.was the lead partner.
International Legal Center EUCON renders support in profound for the firm sector of specific tax matters and commercial litigation. The strong tax team recently acted for Mikogen Ukraine and Zhoravske Agricultural LLC. On the dispute front the firm represented AGRO TEKS PLUS in a property rights recognition dispute. The distinctive feature of the team is outbound investment workflow, coupled with corporate assignment redirected to the Warsaw office, headed by partner Ihor Yatsenko. Since Anatoliy Miroshnychenko, the firm’s scientific counsel, left for the High Council of Justice, the practice is headed by senior partner Tetiana Samsina.
FCLEX added major agribusiness companies to its clientele, showcasing litigation, debt restructuring and criminal defense service. The firm’s illustrative projects are advising Ahroholding Mriya on USD 60 million debt restructuring to Alfa-Bank; and acting for Soloduсhin agricultural company in a debt recovery dispute with Delta Bank. Partners Andriy Nikitin, Vyacheslav Kraglevych and Taras Poshyvanyuk lead the projects of this rapidly-developingindustrial specialization of the firm.
WTS Tax Legal Consulting supports projects and agreements in the sphere of production and trade of agricultural goods. As the top tax counsel on the market, the firm is a widely acclaimed legal counsel for sector specific tax advice. Thus, the team acts in numerous tax litigations, renders broad— based regulatory work, and covers a wide range of contractual aspects as well as advice on land legislation. Three partners, namely Alexander Minin, Maxim Oleksiyuk and Alexander Shemiatkin, are at the front of queries from clients.
IMG Partners has the agricultural sector among its premier industrial focus. The scope of dedicated practice covers the establishment and management of agribusiness, including land acquisition, land tenure, business restructuring, international trade, taxation, dispute resolution and any other day-to-day matters. Among illustrative projects is representation of one of the largest agricultural holdings against a Ukrainian bank in a USD 37.5 million debt collection; and acquisition of an integral property complex (sugar refinery) in the interests of a large agricultural holding. Managing partner Ihor Melnyk leads the practice and is highly active across various initiatives. Another key input is provided by partner Mykola Struts.
Jurimex Law Firm is a long standing market player with broad-range offering in the sector. A significant workflow of the practice is dedicated to land plots operations, land lease, ownership rights protection and subsequent litigation. The firm often deals with cross-border contracts and customs issues, as for export and import of soft commodities and cattle. The real estate team supports Glukhyvskiy Elevator LLC on reconstruction of elevator agricultural complex and construction projects; advises Ukrainian-Dutch Agrocompany LLC on reconstruction of its dairy complex. The firm’s multidisciplinary capacity is driven by such main figures as Danylo Getmantsev, Marina Slobodnichenko and Lybomir Pytel.
AstapovLawyers* international law group commands a legacy from a following of industrial clients. The significant share of the arbitration caseload comes from representing clients in FOSFA and GAFTA arbitrations. Eugene Blinov, partner, head of the international arbitration department, has a strong focus in this area.
GOLAW (previously known as Gvozdiy & Oberkovych) possesses notable expertise for agrarian clients. The firm handled export finance restructuring by a foreign agrarian company and supports ongoing comprehensive project of funding and construction of agrarian capacities as well as regulatory work in the sector. Another highlight is giving advice to the Ukrainian representation of Syngenta on regulatory and contractual issues. Partners Valentyn Gvozdiy and Sergiy Oberkovych are the main contacts.
The Dnepropetrovsk-based Law Firm Dynasty is retained by clients for contentious issues. Debt recovery, administrative disputes and land law advice were in scope in 2015. Snejana Karagodina, Viacheslav Kohlyakov and Anna Poddubnaya are the core figures.
Interlegal, the Odessa-basedlegal counsel with a sharp focus ontransportation and logistics, deals with international trade matters and has been actively engaged in GAFTA arbitrations.
EY Ukraine, working under the guidance of Albert Sych, partner, and a law leader in Ukraine, is a preferred legal counsel for restructuring, assets and corporate acquisitions, tax structuring work.