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Mergers and Acquisitions

In Ukraine gradual increase in mergers and acquisitions (M & A - Reduction in English «Mergers and Acquisitions»). Under such circumstances increases and market services that provide similar agreements. M & A is a common practice in the world. However, in Ukraine it has certain characteristics. This is primarily a large number of "hostile takeovers", which very often are using illegal methods. Another important problem is the closeness of information on domestic enterprises, which impedes the full and comprehensive assessment of the company.

In a M & A transactions should consider the following factors.

Dependence of the way of an agreement depends on the type and kind of corporate rights prydbayutsya. In the case of SC - bought shares. Given the recent changes in corporate law all shares must be in electronic form. Thus, ownership passes to the buyer since the transfer of shares in his account at the custodian. In this case also raises the question of income tax the seller, if the shares are sold at a higher price than bought. To avoid this commonly used scheme of offshore companies, where shares are transferred to them at minimal cost, and then sold for real.

When you buy shares in the LLC transfer of ownership takes place after the registration of the corresponding changes in the state registrar and entering information about a new person to EVWs.

Important in M ​​& A transactions are legal and financial due diligence of the company being purchased.

Separate and rather problematic issue is obtaining the concentration of economic entities, if necessary under the law "On protection of economic competition."

Concentration is:

1) merging entities or joining one entity to another;

2) acquiring, directly or through others control one or more entities on one or more undertakings or parts of businesses, in particular by: a) direct or indirect purchase, acquisition by other means in the form of assets the entire property complex or structural unit of an entity in receipt of, rent, lease, concession or otherwise acquiring rights to use assets in the form of integral property complex or structural unit of the entity, including the purchase of assets of the entity being liquidated, and b) the appointment or election to the office manager, deputy head of the supervisory board, other supervisory or executive body of the entity a person who already holds one or more of the positions in other entities, or a situation in which more than half of the members of the supervisory board, other supervisory or executive organs of two or more businesses occupy the same person;

3) create an entity with two or more entities, which for a long period will independently perform economic activities, but this does not lead to the creation of coordination of competitive behavior between the entities that created this entity, or between them and the newly created entity;

4) direct or indirect purchase, acquisition by other means or in receipt of shares (stocks), which provides achievement or excess 25 or 50 percent of votes in the supreme governing body of the entity.

First obtaining permission from the Antimonopoly Committee of Ukraine needed in the following cases:

1) at a concentration when the asset value or total turnover merger participants, taking into consideration the control relations, for the last fiscal year, including abroad, exceeds 12 million euros, determined at the official exchange rate set by the National Bank Ukraine, valid for the last day of the fiscal year, and in doing so: a) cost (total cost) of assets or volume (total volume) of goods, including abroad, not less than two merger participants, taking into consideration the control relations, exceeds 1 million euro, determined according to the National Bank of Ukraine, valid for the last day of the fiscal year in each, and b) the cost (total cost) of assets or volume (total volume) of goods in Ukraine of at least one participant concentration, with subject to control relations, exceeds the amount equivalent to 1 million euros, determined according to the National Bank of Ukraine, valid for the last day of the fiscal year;

2) at a concentration regardless of the total assets or total sales of goods merger participants, the proportion of a particular market or any member or aggregate share of merger participants, taking into consideration the control relations, exceeds 35 percent, and the concentration is on this or adjoining the commodity market.

In specified cases, there is a need to conduct mergers or acquisitions to obtain the AMC.

 
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