Market and Regulation
1. Please give a brief overview of the public M&A market in your jurisdiction. (Has it been active? What were the big deals over the past year? Please distinguish between trade buyers and private equity backed deals.)
Most of the significant transactions of 2007 in the Ukrainian M&A market had the participation of foreign investors.
Financial sector
Interest in Ukrainian banking assets is gradually declining. The major deals in this sector in 2007 were the:
■ Acquisition of 95% of Ukrsotsbank by Unicredit Group (Italy) (through Bank Austria Creditanstalt) for US.07 billion (about EUR1.4 billion).
■ Acquisition of 100% of TAS-Komertsbank and TAS-Invest-bank by Swedbank (Sweden) for US5 million (about EUR495 million).
■ Acquisition of 60% of Bank Forum by Commerzbank (Germany) for US0 million (about EUR404 million).
■ Acquisition of 97.25% of Faktorial Bank by SEB Bank (Sweden) for US6.7 million (about EUR79 million).
The Ukrainian insurance market continues to be successful and has included the following deals:
■ Bank TuranAlem (Kazakhstan) increased its shareholding in Oranta Insurance Company to 85% by acquiring a further 25% for US.2 million (about EUR66.8 million).
■ The acquisition of 62% of the Ukrainian Insurance Group by Vienna Insurance Group (Austria) for US.5 million (about EUR33 million).
Oil and gas sector
The oil and gas sector also accounts for a large share of M&A transactions in Ukraine, examples of which include:
■ The acquisition of 50% of Regular Petroleum Ukraine by
Moravske naftove doly (Czech Republic) for US0 million (about EUR 222 million).
■ The acquisition of the Ukrainian assets of Cardinal Resources Ukraine (that is, 100% of Carpatsky Petroleum, Raget Commercial, Mitre Resources and Burovaya Kompania Rudis CJSC, and 50% of UkrKarpatOil) by Kuwait Energy KSCC (Kuwait) for US million (about EUR48 million).
■ The acquisition of 50% of JSC Alians Holding by Shell International Petroleum (UK) for US0 million (about EUR101 million).
Food industry sector
The food sector is a growth industry. However, considering the significant role of this sector in the Ukrainian economy, experts regard activity in 2006 to be low. The major deals were the:
■ Acquisition of 100% of Sandora, the leading domestic juice manufacturer, by Pepsi Corporation (USA) for US9 million (about EUR457 million).
■ Acquisition of 100% of OJSC Rosynka Kyiv soft drinks plant by Orangina Group (France) for about US million (about EUR44 million).
■ Acquisition of 100% of 17 companies of Klub Syru Corporation by Investment Group Renaissance Capital (Russia) for US9 million.
■ Acquisition of 95% of shares of OJSC Shostka City Milk Factory by Bel Group (France) for about US million (about EUR34 million).
■ Acquisition of the controlling stake (over 50%) of CJSC Kyiv Champagne Distillery by Henkell & Sohnlein Group (Germany) for US million (about EUR 9.4 million).
Last year there was a growth in the activity of foreign-based private equity groups in Ukraine. However, as a part of the total amount of M&A transactions in Ukraine, private equity activity is still immaterial.
2. What are the main means of obtaining control of a public company? (For example, public offer, legal merger, scheme of arrangement and so on.)
Generally, control over a public company is obtained through individual share purchase agreements with the target's shareholders. A broker with a securities trading license must represent one of the parties to the share purchase agreement.The other means of obtaining control over the public company are:
■ Additional share issues and the acquisition of all issued shares by a new shareholder(s).
■ Acquiring the integral assets of a company's business under a sale and purchase agreement.
■ Merging or joining two or more companies (legal merger).
■ Establishing a companies' association with delegation of certain key corporate powers to one entity within the established association.
There is no specific procedure for public takeover bids as a specific way of obtaining corporate control.
3. Are hostile bids allowed? if so, are they common? if they are not common, why not?
The law does not consider hostile bids to be a separate method for taking over public companies because the company's management cannot influence the circulation of the company's shares in the secondary market. Therefore, no specific restrictions on hostile bids are provided.
Hostile bids are not common and are usually used by existing shareholders of a public company to obtain complete control.
4. How are public takeovers and mergers regulated and by whom?
There is no specific act regulating public takeovers and mergers in Ukraine.
The following laws constitute the basic legal framework for corporate takeovers and mergers:
The Civil Code (16 January 2003 No.435-IV as amended).
■ The Commercial Code (16 January 2003 No.436-IV as amended);
■ The Law on Business Associations (19 September 1991 No.1576-XII as amended).
■ The Law on State Registration of Legal Entities and Individuals - Entrepreneurs (15 May 2003 No. 755-IV as amended).
The following acts supplement the framework:
■ Securities laws and regulations:
a the Law on Securities and Stock Exchange (23 February 2006 No.3480-IV);
a the Law on National Depository System and Peculiarities of Securities Electronic Circulation in Ukraine (10 December 1997 No.710/97 as amended);
a a number of regulations of the Securities and Stock Market State Commission.
■ Merger control laws and regulations:
a the Law on Protection of Economic Competition (11 January 2001 No.2210-III as amended);
a the regulation on the procedure for fling an application to the Anti-monopoly Committee of Ukraine to obtain a prior approval for concentration of business entities, as approved by the Anti-monopoly Committee of Ukraine (19 February 2002, No. 33-p as amended);
a the regulation on the procedure for fling an application to the Anti-monopoly Committee to obtain the prior approval for concerted practices of business entities, as approved by the Anti-monopoly Committee of Ukraine (12 February 2002, No.26-p as amended).
■ Foreign currency control and investments law and regulations:
a the Decree of the Cabinet of Ministers on the System of Currency Regulation and Currency Control (19 February 1993, N 15-93 as amended);
a the Law on External Business Activity (16 April 1991, No.959-XII as amended);
a the Law on Investment Activity (18 September 1991 as amended);
a the Law on Foreign Investment Regimes (14 March 1996, No.93/96 as amended);
a the Resolution on the regulation of foreign investment matters in Ukraine, as approved by the National Bank of Ukraine (10 August 2005, No.280).
■ Privatisation laws:
a the Law on Privatisation of State Owned Property (04 March 1992 No. 2163-XII as amended);
a the Law on Privatisation of Small State-Owned Enterprises (06 March 1992 No.2171-XXII as amended);
a the Decree of the President of Ukraine on Holding Companies Established in the process of Corporatisa-tion and Privatisation (11 May 1996 No.224/94 as amended).
The authorities competent to regulate and supervise public takeovers are the:
Cabinet of Ministers of Ukraine.
■ Securities and Stock Market State Commission (SEC) (see box, The regulatory authorities).
■ Anti-monopoly Committee of Ukraine (AMCU) (see box, The regulatory authorities).
■ National Bank of Ukraine (NBU) (see box, The regulatory authorities).
■ State Property Fund of Ukraine (Ukrainian privatisation authority).
5. What due diligence enquiries does a bidder generally make before making a recommended bid and a hostile bid? What information is in the public domain?
The concept of public bids is underdeveloped in Ukrainian legislation and the law does not specifically regulate recommended and hostile bids.
The hostile bidder typically makes no formal due diligence enquiries to the company or its shareholders before the hostile acquisition.
In the event of preliminary agreed acquisitions (recommended bids) the scope of due diligence is established by the buyer and the seller. There are no mandatory minimum requirements under the law. Generally, the scope of due diligence depends on the negotiation process, the target's business, the timeline of the acquisition and other factors.
Public domain
Information in the public domain is available at the following sources:
■ The Unified State Register kept by the state registrars (in the form of statement, extract or excerpt, which cover key information on the company (the scope of information depends on the form of document requested)).
■ The register kept by the State Statistics Committee (this contains limited information on the company, which sometimes may be outdated).
■ The free-to-access on-line database (www.smida.gov.ua/ua) (this is the official website of the State Institution Agency on Development of Stock Market Infrastructure, which is the only authorised entity responsible for publishing official information on securities and the stock market) containing basic information on:
a the company and its business;
a shareholders and management;
a securities issued and the company's financial statements.
In addition, certain information on publicly listed companies is contained in the printed media issued by the respective stock exchange (for example, information that must be disclosed by law).
There are no statutory rules to keep the acquisition confidential until the bid is made. However, parties to the contemplated transaction can agree on confidentiality provisions between them (for example, in the merger agreement).
If the acquisition requires prior merger clearance, certain specific rules on confidentiality must be complied with by the AMCU, which are requested by the applicant when submitting the application to the AMCU.
The application and its annexes must contain a substantial amount of information and documents to be disclosed to the AMCU. However, information fled with the AMCU is not automatically kept confidential unless marked by the applicant as 'information with limited access', which the AMCU must keep strictly confidential.
The information fled with the AMCU must not be disclosed, except as specifically provided by the law. In practice, the AMCU publishes certain information on the transaction limited to both:
■ The fact that approval is granted.
■ The names of the parties.
6. Are there any rules as to maintaining secrecy until the bid is made?
■ Local registration authorities (state registrars).
Pre-bid
7. Is it common to obtain a memorandum of understanding or undertaking from key shareholders to sell their shares? if so, are there any disclosure requirements or other restrictions on the nature or terms of the agreement?
Obtaining a memorandum of understanding or a letter of intent is common practice in Ukraine.
The purchaser(s) and the shareholders that intend to sell their shares execute a memorandum (or a letter) to confirm their willingness to complete the transaction. Generally, this document includes:
■ The substantial terms and conditions of the deal.
■ The parties to the transaction.
■ Basic data on the target.
■ Preliminary price calculations.
■ The payment procedure.
■ Provisions on:
a the confidentiality and non-disclosure commitments;
a the governing law;
a exclusivity clauses (if the parties agreed to negotiate on an exclusivity basis).
Generally, the memorandum of understanding (or the letter of intent) is not binding on the parties, unless the parties specifically state otherwise. Binding provisions are usually limited to clauses on confidentiality and governing law, and, occasionally, on exclusivity.
If parties wish to be bound in relation to the contemplated transaction, they can enter into a preliminary agreement, which is binding (enforceable) under Ukrainian law for transactions between companies. However, the term of this agreement cannot be more than one calendar year.
8. If the bidder decides to build a stake in the target before announcing the bid, what disclosure requirements, restrictions or timetables apply? Are there any circumstances in which shareholdings of associates could be aggregated for these purposes?
■ Certain information must be made publicly available to the market (known as ordinary and specific information) in the SEC's free-access database (Law on Securities and Stock Exchange). The specific information that must be disclosed includes:
a Any decision by the company to distribute more than 25% of shares;
a redemption of its own shares (treasury stock);
a changes of any owner of 10% or more of the company's shares.
In addition, when the draft Law on Joint Stock Companies comes into force, the buyer will have to notify the target, the SEC and the stock exchange on the contemplated acquisition (see Question 29). This information should be publicly available.
There are no specifc disclosure requirements for a bidder who decides to build a stake in the target company before announcing the bid.
The following general disclosure requirements may apply:
■ A company acquiring 20% or more shares in another entity must officially announce this fact (Civil Code). However, neither the procedure of notification, nor the form of notice has been established.
■ If the transaction requires merger clearance, it must be notified to the AMCU if the bidder intends to:
a acquire 25% (or more), or 50% (or more) in the target;
a perform a merger or consolidation of a business entity; or
a establish a joint venture with two or more participants if the following thresholds are met:
the aggregate worldwide value of assets or the volume of sales of the parties to the transaction over the last financial year exceed EUR12 million (about US.8 million), and the aggregate worldwide value of assets or the volume of sales of at least two parties to the transaction exceeds EUR1 million (about US.5 million), and the aggregate value of assets or the volume of sales of one party in Ukraine exceeds EUR1 million; or either party to the transaction has a market share over 35% or the combined market share of the parties to the transaction exceeds 35%, and the transaction takes place in the same market or in adjacent markets, regardless of established thresholds set out in the bullets above.
■ If the target company is a bank, the bidder must notify the NBU and receive approval for the transaction if it will cause its shareholding to increase beyond 10%, 25%, 50% or 75% of shares in a Ukrainian bank.
9. If the board of the target company recommends a bid, is it common to have a formal agreement between the bidder and target? if so, what are the main issues that are likely to be covered in the agreement? to what extent can a target board agree not to solicit or recommend other offers?
It is not common for the bidder and target to enter into an agreement.
If the transaction is complex and the target must fulfill certain requirements before closing, it can also be a party to a framework or umbrella agreement (if any exists).
In a legal merger the merging companies may enter into a merger agreement. Generally, the merger agreement includes:
■ The merger plan and merger timeline.
■ Conditions precedent to the merger (relating to both internal corporate actions (for example, obligatory redemption of shares from the minority shareholders not voting for the merger) and official approval procedures with the competent state authorities (for example, Ukrainian merger clearance and clearance with the NBU)).
■ The new shareholding structure and arrangements relating to the distribution of shares in the surviving company between new shareholders.
■ Principles and procedures for converting shares.
■ Matters relating to assigning assets to, and accepting liabilities from the surviving company.
■ Issues relating to the tax succession of the surviving company in relation to the merging companies.
■ Employment matters.
■ Other matters of material importance to the parties.
The merger agreement must be approved by the shareholders' meeting of each merging company by a simple majority of votes. The preliminary approval of the merger agreement by the boards of the merging companies is not required, unless the procedure is established under the company's constituent documents.
The law contains no requirements to obtain the approval or recommendation of the company's board of directors in relation to any kind of offers, unless it is provided under the company's constituent documents (which is uncommon).
The law contains no requirements on the extent to which a target board can agree not to solicit or recommend other offers.
10. Is it common on a recommended bid for the target to agree a break fee if the bid is not successful? if so, please explain the circumstances in which the fee is likely to be payable and any restrictions on the size of the payment.
There is no mandatory requirement to agree a break fee in the event of an unsuccessful outcome.
Although the parties to the contemplated merger can agree on break fees, it is still relatively uncommon in Ukraine. There is no uniform market practice in this respect.
11. Is committed funding required before announcing an offer?
There are no requirements to commit funding before announcing an offer.
Announcing And Making the Offer
12. Please explain how (and when) the bid is made public (highlighting any relevant regulatory requirements) and set out brief details of the offer timetable. (Consider both recommended and hostile bids.) is the timetable altered if there is a competing bid?
There are no specific conditions that must be attached to a takeover offer and there is no established practice on this.
13. What conditions are usually attached to a takeover offer (in particular, is there a regulatory requirement that a certain percentage of the target's shares must be offered/bid)? Can an offer be made subject to the satisfaction of pre-conditions (and, if so, are there any restrictions on the content of these pre-conditions)?
There are no specific conditions that must be attached to a takeover offer and there is no established practice on this.
14. What documents do the target's shareholders receive on a recommended and hostile bid? (Please briefly describe their purpose and main terms, and which party has responsibility for each document.)
There are no requirements as to the documents the target's shareholders receive in either hostile or recommended bids.
Generally, the offer can be a formal offer to sell shares or a letter of intent executed by the buyer.
15. Are there any requirements for a target's board to inform or consult its employees about the offer?
There are no requirements for the target's board to inform or consult its employees about the offer.
16. Is there a requirement to make a mandatory offer? if so, when does it arise?
There are no specific requirements for making offers (both for hostile and recommended bids). Neither public announcement, nor formal notification to the target is required.
However, the content of the bid must comply with the general rules for making offers under the Civil Code. The offer must contain the following substantive terms and conditions:
■ Express intent to acquire shares of the target company.
■ The purchase price or the procedure for its calculation.
■ The type and quantity of shares to be acquired.
Generally, there is no requirement to make a mandatory offer.
In a legal merger, the merging company must redeem the shares from the shareholders that both (see Question 9):
■ Did not vote for the merger or approve the merger agreement.
■ Applied to the merging company for redemption.
The redemption must be completed within one month from the date when the decision on the merger was approved by the shareholders.
■ The time frame for which the offer is valid.
Consideration
The SEC and the relevant stock exchange must be notified of a merger. This information must be published in the official press 30 calendar days before the shares are acquired. The notification must take place within two calendar days of the decision being adopted at a shareholder's meeting of the merging companies.
Additionally, under the draft Law on Joint Stock Companies, if in the merger 50% of shares will be consolidated by one share-
17. What form of consideration is commonly offered on a public takeover?
There are no specific requirements as to the form of consideration the selling shareholders must obtain, except for mergers (see below). Generally, cash is the commonly offered consideration.
In a merger, consideration is in the form of shares issued by the surviving company. Consideration combining both cash and shares is also possible.
18. Are there any regulations that provide for a minimum level of consideration? if so, please give details.
There are no regulations establishing the minimum level of consideration. Generally, the consideration is not less than the nominal value of shares.
In mergers, certain shareholders that do not intend to participate in the merger can apply for their shares to be redeemed (see Question 16) and the minimum requirements for the redemption price established by the SEC must be complied with. The redemption price can be either:
■ The price agreed by the parties, but not less than the nominal value of shares of the merging company.
■ If the shares are listed at the stock exchange, their average market price. The average market price must be calculated and stated by the relevant stock exchange based on the purchase price under the share purchase agreements executed at the stock exchange relating to the merging company's shares within the last six months before the date of notification of merger.
19. Are there additional restrictions or requirements on the consideration that a foreign bidder can offer to shareholders? if so, please give details.
Generally, there are no requirements as to the consideration that can be offered by a foreign bidder. However, there are certain procedural requirements on the consideration payable by a foreign bidder for shares issued by a Ukrainian company, in relation to foreign currency control and investment regulations.
Consideration in the form of cash must be transferred by a foreign investor in a first class foreign currency according to the investment procedure established by the NBU. The first class foreign currencies as established by the National Bank of Ukraine are the:
■ Australian dollar (A$).
■ British pound sterling (GB£).
■ Danish krone (DKK).
■ US dollar (US$).
■ Iceland krona (ISK).
■ Canadian dollar (Can$).
■ Norwegian krone (NOK).
■ Swedish krona (SEK).
■ Swiss franc (CHF).
■ Japanese yen (JPY).
■ Euro (EUR).
Settlements for the shares in Ukrainian companies can only be performed through the accounts opened with Ukrainian banks (an arguable exception is when both parties to the transaction are foreign entities).
Consideration in the form of shares issued by a foreign legal entity is possible only when the recipient of the shares obtains an NBU license for investment abroad (if the shares are issued for cash).
Post-bid
20. Can a bidder compulsorily purchase the shares of remaining minority shareholders? if so, please give details.
The bidder cannot compulsorily purchase shares from the remaining minority shareholders.
However, under the draft Law on Joint Stock Companies, a shareholder consolidating 50% or more of a company's shares must, within 20 days, offer to purchase the shares of the other shareholders (except when the consolidation occurred as a result of privatisation). The offer must be both served:
■ To the company's supervisory board (which then notifies the shareholders).
■ To the SEC and relevant stock exchange (if the shares are listed).
The minority shareholder has 60 days from the date of notification to sell its shares. The price must be at market level price under the rules established by the draft law.
21. If a bidder fails to obtain control of the target, are there any restrictions on it launching a new offer or buying shares in the target?
There are no restrictions on a bidder launching a new offer in relation to an already targeted company.
22. What action is required to de-list a company?
Under the Rules of listing and de-listing at First Stock Trading System (FSTS) (29 July 1997 as amended) (Rules), the major stock exchange in Ukraine, the grounds for de-listing a company's shares are:
Liquidation of the company.
■ An SEC decision stating that the issue of a company's shares has failed.
An SEC decision stating that the share issuance is cancelled.
The Regulatory Authorities
Anti-monopoly Committee of Ukraine
Head. Oleksiy Kostusev
Address. 45, Urytskoho Str
Kyiv
Ukraine
03035
t +380 44 2516262
F +380 44 2516262
e [email protected]
W www.amc.gov.ua/ua
Main area of responsibility. The AMCU is a specialised government body responsible for regulating competition merger control and related practices.
Contact for queries. See contact details above.
Securities and Stock Market State Commission
Head. Anatoliy Balyuk
Address. 51, Gorkogo Str
Kyiv
Ukraine
03680
t +380 44 287 0615
F +380 44 287 7519
e [email protected]
W www.ssmsc.gov.ua/ua
Main area of responsibility. The SEC is a specialised government body regulating the securities market in Ukraine.
See website and contact details above.
National Bank of Ukraine
Head. Volodymyr Stelmakh
Address. 9, Instytutska Str
Kyiv
Ukraine
01601
t +380 44 253 0180
F +380 44 230 2033
e [email protected]
W www.bank.gov.ua/ua
Main area of responsibility. The NBU is a specialised government body regulating the national monetary policy and currency transactions.
Contact for queries. See contact details above. See website and contact details above.
State Commission on Financial Services Market regulation
Head. Valeriy Alyoshin
Address. 3, Grinchenka Str
Kyiv
Ukraine
01001
t +380 044 234 3946
F +380 044 234 0224
e [email protected]
W www.dfp.gov.ua/ua
Main area of responsibility. The State Commission of Financial Services Market Regulation is specialised government body regulating the financial services market in Ukraine. See web-site and contact details above.
A court decision that the issuer has violated applicable laws and SEC regulations (that is, concerning the protection of shareholders' rights).
Failure to submit the information on the issuer required under the Rules.
Change of material details of the listed shares without proper notification to the FSTS.
Application submitted to the FSTS by its member or by the issuer of listed shares substantiating the need to de-list the company.
Violation of agreements concluded between the company and the FSTS.
Lack of sale and purchase quotations of the shares in the FSTS for 30 working days.
■ Violation of listing requirements under the Rules.
The decision to de-list the company is effective three days after the decision is adopted by FSTS.
Target's response
23. What actions can a target's board take to defend a hostile bid (pre- and post-bid)?
The law in this area is underdeveloped and does not provide for any specific anti-takeover measures. Therefore, the company or its shareholders must act within the general legal framework.
Certain permitted anti-takeover measures are provided under the draft Law on Joint Stock Companies (see Question 29).
Tax
24. Are any transfer duties payable on the sale of shares in a company that is incorporated and/or listed in your jurisdiction? Can payment of transfer duties be avoided?
There are no transfer duties on the sale of shares issued by Ukrainian companies.
Capital gains on the sale of shares are generally taxable by Ukrainian corporate profit tax at 25%. Notaries' fees for the share purchase agreement are 1% of the purchase price.
Other regulatory restrictions
25. Are any other regulatory approvals required, such as merger control and banking? if so, what is the effect of obtaining these approvals on the public offer timetable (for example, do the approvals delay the bid process, at what point in the timetable are they sought and so on)?
Merger clearance is required if the purchaser acquires 25% (or more) or 50% (or more) of the company's shares, if certain thresholds are met (see Question 8). The merger must be cleared before the transaction is closed (that is, the title to shares is transferred). No post-closing clearance is possible.
The merger clearance (phase 1) procedure takes up to 45 calendar days from the date of the application to the AMCU. The issued AMCU permit for concentration is valid for one year.
Filing with the AMCU requires the disclosure of information on both the bidder and the target. Therefore, in the event of a hostile bid, the target's refusal to provide information may hamper or substantially delay the clearance and, consequently, the takeover.
The acquisition or increase of a substantial shareholding in a Ukrainian bank is subject to preliminary approval of the NBU. No post-notification with the NBU is allowed. The NBU issues its approval within 30 calendar days. In practice, however, this term may be longer due to extensive documentary disclosure requirements.
In certain other industries post-notification procedures are required (for example, the National Council of TV and Broadcasting must be notified of any changes of shareholders in the telecommunications sector).
26. Are there restrictions on foreign ownership of shares (generally and/or in specific sectors)? if so, what approvals are required for foreign ownership and from whom are they obtained?
Foreign investors are treated in the same way as domestic investors in terms of business activities in Ukraine except that:
■ The foreign investment cannot exceed 30% of companies active in publishing and distributing published materials.
■ It is not recommended to establish a 100% foreign-owned subsidiary in Ukraine or acquire 100% of shares in legal entities registered in Ukraine for the purposes of holding land in Ukraine, as foreign-entities cannot wholly own certain types of Ukrainian land.
Foreign-investors can establish their 100% owned subsidiaries in Ukraine.
27. Are there any restrictions on repatriation of profits or exchange control rules for foreign companies? If so, please give details.
Generally, there are no restrictions on repatriation of profits. However:
■ Taxation procedures must be complied with (payment of dividends is subject to Ukrainian withholding tax, where applicable).
■ Foreign currency control requirements must be observed (exchange into foreign currency and further transfer of dividends to the investor by a Ukrainian bank is subject to confirmation that the transfer of funds as consideration for the Ukrainian shares acquired from the selling shareholder or any historical shareholder (where appropriate) has been made through a Ukrainian bank).
28. Following the announcement of the offer, are there any restrictions or disclosure requirements imposed on persons (whether or not parties to the bid or their associates) who deal in securities of the parties to the bid?
There are no restrictions following the announcement of the offer.
Reform
29. Please summarise any proposals for the reform of takeover regulation in your jurisdiction.
On passing the draft Law on Joint Stock Companies certain additional takeover regulations covering the following matters are expected to be established:
■ Corporate governance.
■ Relations between the minority and majority shareholders, including compulsory buy-outs and squeeze-outs.
■ The scope of permitted anti-takeover matters.
It is uncertain as to when these changes will be adopted.
PLCCROSS-BORDER HANDBOOKS www.practicallaw.com/acquisitionshandbook
©This article was first published in the PLC Cross-border Mergers and Acquisitions Handbook 2008/09 and is reproduced with the permission of the publisher, Practical Law Company. For further information or to obtain copies please contact [email protected], or visit www.practicallaw.com/acquisitionshandbook
Authors: Denis Lysenko, Anna Babych