The Ukrainian Journal of Bussines Law

[http://www.portmone.com.ua/v2/ru/services/periodicals/2533/] Counse link ANTIKA Law Firm 12, Khreshchatyk street, 2-nd floor, Kyiv , 01001 , Ukraine Phone: +38 (044) 390 09 20 Fax: +38 (044) 390 09 21 office@antikalaw.com.ua www.antikalaw.com.ua/en Arzinger 75, Zhylyanska Street., 5th floor, Kyiv , 01032 , Ukraine Phone: +38 (044) 390 55 33 Fax: +38 (044) 390 55 40 mail@arzinger.ua www.arzinger.ua AstapovLawyers ILG Sophia Business Center 6 Rylskiy lane, Kyiv , 01601 , Ukraine Phone: +38 044 4907001 Fax: +38 044 4907002 office@astapovlawyers.com www.astapovlawyers.com Asters Leonardo Business Center, 14th floor, 19-21 Bohdana Khmelnytskoho St., Kyiv , 01030 , Ukraine Phone: +380 44 230 6000 Fax: +380 44 230 6001 info@asterslaw.com www.asterslaw.com ECOVIS Bondar & Bondar Law Bureau 3 Rognidyns'ka street, office 10, Kyiv , 01004 , Ukraine Phone: +38 (044) 537 09 10 Fax: +38 (044) 537 09 10 Kyiv-law@ecovis.com www.ecovis.com/ua Gvozdiy & Oberkovych 19B Instytutska Street, Office 29, Kyiv , 01021 , Ukraine Phone: +38 (044) 581 12 20 Phone: +38 (044) 581 12 21 Fax: +38 (044) 581 12 22 info@golaw.ua www.golaw.ua Ilyashev & Partners 11 Kudryavska Str, Kyiv , 04053 , Ukraine Phone: +38 (044) 494 19 19 Fax: +38 (044) 494 19 99 office@attorneys.ua www.attorneys.ua IMG Partners 1/8 Ihorivska str.,, Kyiv , 04070 , Ukraine Phone: +380 44 201-10-66 Fax: +380 44 201-10-66 office@imgpartners.com.ua www.imgpartners.com.ua International law firm Integrites 15-B Borysohlibska St.,, Kyiv , 04070 , Ukraine Phone: +380†(44) 391 38 53 Fax: +380†(44) 391 38 54 pr@integrites.com www.integrites.com Inyurpolis law firm (ILF) 14-A †Skrypnyka Street,, Kharkov , 61057 , Ukraine Phone: +38†(057)†728 00 00 Fax: +38†(057)†714 06 28 office@ilf-ua.com www.ilf-ua.com Konnov & Sozanovsky 23 Shota Rustaveli Street, Suite 3, Kiev , 01019 , Ukraine Phone: +380 (0) 44 490-5400 Fax: +380 (0) 44 490-5490 info@konnov.com www.konnov.com LCF Law Group 47 Volodymyrska street, Office 3, Kyiv , 01034 , Ukraine Phone: +38 (044) 455 88 87 Fax: +38 (044) 502 55 23 info@lcfgroup.com.ua www.lcfgroup.com.ua/en/ Misechko & Partners 76B Volodymyrska Street, Office 7, Kyiv , 01033 , Ukraine Phone: +380 44 279 3943 Fax: +380 44 287 5480 office@misechko.com.ua misechko.com.ua Sayenko Kharenko 10 Muzeyny Provulok, 7th floor, Kyiv , 01001 , Ukraine Phone: +380 44 499 6000 Fax: +380 44 499 6250 info@sk.ua www.sk.ua Sokolovskyi and Partners Law Firm 25 Klinichna Street, 2nd floor, Kyiv , 03141 , Ukraine Phone: +380 44 495 1928 Fax: +380 44 275 6799 pravo@lex.org.ua www.lex.org.ua CURRENT ISSUE ( November 2014 ) In focus – The issue of corporate governance is on the priority list of pending corporate law reform due to impediments for business, a huge need for it to be flexible, and commitments undertaken in terms of the EU Ч Ukraine Association Agreement. Due to the low level of the stock marketТs development, majority shareholders enjoy a more favorable position in the corporate governance process. In fact, recent problems surrounding minority shareholders are a legacy of mass privatization during the 1990s. Ukraine inherited so-called Уdead soulsФ Ч formal shareholders, who never take part in the life of a company. And our experts argue that approximation with EU standards is unlikely to solve this problem. Again, Уa copy-paste approachФ must be avoided, as even the most advanced initiative could bring poor results to an initially weak legislative background. With the support of Tax Regulation Foreign companies often operate in Ukraine through a separate unit in the form of a representative office. In that case, taxpayers work with non-residents through their representative offices in Ukraine. Pursuant to the provisions of the Tax Code of Ukraine that govern taxation of non-residents, the income of non-residents that conduct their activities through a permanent representative office are taxed under the general procedure. And for tax purposes, such permanent representative offices are deemed identical to taxpayers who conduct their business independently of such a non-resident... Expert Opinion Shareholders in Name Only Ч Echoes of Soviet-style Mass Privatization Illya O. Tkachuk Minority shareholders have always had a unique status in Ukraine. Besides those individuals who invested their money in companies and bought their shares, there are many minority shareholders who obtained shares during the privatization and have never really thought of themselves as investors and, therefore, neglected their right to participate in the companyТs life. It is needless to say that this situation was caused by mass privatization which was so popular in the 1990s. At that time, most of the people did not realize what to do with shares of companies as private ownership was to a large extent an alien idea in post-Soviet society... In Re Competition Law Compliance on Corporate Governance Agenda Sergiy O. Glushchenko Competition law and corporate governance are two relatively separate bodies of law. The former concerns companiesТ external conduct in the market and prohibits certain anti-competitive actions. In contrast, the latter primarily concerns internal relationship between officers, directors and shareholders. What links them both is corporate compliance, a tool to equally address risks associated with costly managerial mistakes and welfare-reducing behaviour. Ever-increasing fines imposed by competition agencies across the globe have lifted competition law to the top of corporate compliance agenda. Along with other legal areas (e.g., anti-bribery and corruption, data privacy, security and financial fraud, health security and safety, etc.), competition law and competition compliance programmes (CCPs) are among the main elements of business risk managementЕ Squeeze-Out of Minorities: More General Action Needed Leonid V. Antonenko There was a short period of time in the history of UkraineТs corporations when corporate ownership was dispersed and control over the recently privatized companies was held by company management. The percentage of shares controlled by the managers was modest, the companies were open to takeovers and the country desperately needed proper takeover rules to protect minorities and to curb the powers of the directors. These rules, stripped of much of their meaning and potential, were introduced in 2009, when the Joint Stock Company Act came into effect. Had this Act come about 15 years ago, the takeover rules, as imperfect as they were, could have played a positive roleЕ Haste Makes Waste: Guide on Speedy Passing of Corporate Resolutions Oleksandr V. Polonyk, Danylo S. Volkovetskyi Business reality often requires quick decisions from companies. This imperative, however, may conflict with corporate governance procedures. For example, material transactions normally require approval by the general meeting of a company (GM), while legislation mandates that long notice procedures must be observed to convoke a GM. If the company failed to arrange for the corporate approvals in advance, it may eventually be too late and a business opportunity may be missed. In this article we will review a few possible solutions which may be explored by a limited liability company (LLC) when the need for quick approval is pressingЕ Global Legal Update Governance of Luxembourg Company Ekateryna A. Soboleva This article is dedicated to the issues of governance and transparency in Luxembourg companies, which are listed on the stock exchange. Experienced vanguard of directors One of the most interesting issues is communication by directors of Luxembourg company. The best number of directors for the company listed at stock exchange, open and transparent is five. The Board of Directors shall appoint from among its members a chairman at majority for a term an average of 6 years and may choose among its members one or more vice-chairmen. The Board of Directors may also choose a secretary (the Secretary) who need not be a Director and who may be instructed to keep the minutes of the Meetings of the Board of Directors as well as to carry out such administrative and other duties as directed from time to time by the Board of DirectorsЕ Cover Story Management Mechanisms The issue of a CEOТs dismissal and termination of office is not as obvious as it might seem at first glance, since it is governed both by labor and corporate legislation. A CEOТs appointment and termination of office belongs to the competence of the general meeting of shareholders in a joint stock company or the general meeting of participants in a limited liability company (hereinafter Ч the general meeting). However, pursuant to the Labor Code of Ukraine a CEO is also an employee. According to business legislation, the post of CEO is an elected office, which is an integral part of the companyТs management mechanism. In line with labor legislation, a CEO has an employment relationship with the company. Thus, in order to dismiss the top manager, there should be a decision by the companyТs owners, and also the order of dismissal along with a relevant record in the CEOТs employment record book. The UJBL addressed Irina Grishchenko, an adviser of the LCF Law Group, in this regard. The latterТs key practice deals with labor disputes and corporate law. We asked her to discuss the dismissal of a companyТs CEO, voluntary resignation and discharge by mutual agreement, or upon the ownerТs initiativeЕ Venue In-House Challenges in Action On 23 October Yuridicheskaya Practika Publishing held its II In-House Counsel Forum. The Forum drew the attention of the heads of legal departments of leading Ukrainian companies, practicing lawyers and partners of Ukrainian and international firms, representatives of public authorities and courts. Even in very difficult times for the country, the participants admitted that such kinds of events provide an opportunity not only to share professional experience but also to test both professionalism and patriotismЕ Crux Anti-corruption Package: Promising Declarations? The last working days in October of the Ukrainian Parliament will stick in memories for adoption of bulk of long expected documents. Such a huge demand in the Ukrainian society to reestablish credence to public institutions has been sa- tisfied with lustration measures. As the government declared its intention to pursue a drastic policy of eradication of corruption in the country to citizens and European society, the recently passed anti-corruption package is the subject of our monthly discussion. And experts argue that the effectiveness of the new regulations is at stake. Perhaps Ukraine should learn from, and successfully implement, GeorgiaТs experience of fighting corrupt practices?† Deals -Clifford Chance advised EBRD on senior secured loan to Obolon- -Arzinger acted as Ukrainian law counsel on providing loan to agrarian company- -Asters advised in acquisition by Triton Fund of Heat Exchangers Segment- -Lavrynovych & Partners supported MoneyGram registration- Cases -FCLEX defended AutoKrAZ- -CMS advised Tatneft- -Lavrynovych & Partners advised MUK Group of Companies- Draft Administrative proceedings The Draft Act On Changes to the Code of Administrative Procedure of Ukraine (on improving the administrative procedure) of 7 October 2014, No.5140 was submitted by MP Oleg Bondarchuk. The aim of the Draft is to eliminate deficiencies and gaps in the legal regulation of administrative cases in appealing acts, actions or omissions of the Verkhovna Rada of Ukraine, the President of Ukraine, the High Council of Justice, the High Qualification Commission of Judges of Ukraine. In this regard, the Draft proposes to amend: Law Digest -Purging government- -Determining the ultimate beneficiaries of legal entities- -Public ProsecutorТs Office Act approved- -Anti-corruption Bureau- Chamber News -Roundtable Discussion: Concept of Credit Unions Development in Ukraine- -Roundtable Discussion: Free Economic Zone of Crimea: Guide to Customs and Tax Aspects of Doing Business- -Banking & Financial Services Committee Meeting- UBA News -III UBA Judicial Forum- -VIII UBA Annual Forum on Corporate Law- Biznews LAND: -The first stage of land reform implemented- INTERNATIONAL †POLICY: -Five more European countries joined sanctions against Russia- TRANSPORT: -KTZ Express Hong Kong planning launch of new rail freight services- AMCU: -PE Tekhcenter G.M. fined for unlawful use of Opel sign- -AMCU fined ZL- TELECOMMUNICATIONS: -Resolution on preparing the tender for 3G-communication has been published-< RUSSIA: -Restricted ownership by foreign shareholders of Russian media outlets- TRADE: -Ukraine temporarily bans imports and transit of food products from Crimea- Subscribe Subscribe to The Ukrainian Journal of Business Law right now and enjoy the most relevant issues on doing business in Ukraine on your device or in print. 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