[Last updated: 1 January 2025, unless otherwise noted]

2.1 Main legal framework

The principles and main rules of Ukrainian law relating to public takeovers and mergers are set out in the following legislation:

• the Civil Code of Ukraine dated 16 January 2003, No. 435-IV;
• Law of Ukraine "On Joint Stock Companies" dated 27 July 2022, No. 2465-IX ("JSC Law");
• Law of Ukraine "On Capital Markets and Organized Commodity Markets" dated 23 February 2006, No. 3480-IV ("Capital Markets Law");
• Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets" dated 30 October 1996, No. 448/96-BP; and
• A corpus of bylaws and legally binding court practice that specify the rules contained in the legislation listed above.

The Ukrainian capital markets regulations underwent several significant reforms in recent years. The following are the three most notable reforms:

• Law of Ukraine "On Amendments to Certain Legislation of Ukraine Regarding Improvement of Corporate Governance of Joint Stock Companies" dated 23 March 2017, No. 1983-VIII ("Corporate Governance Law"), introduced new takeover rules based on EU Directive 2004/25/EC of 21 April 2004 on takeover bids. The Corporate Governance Law changed, among others, the rules for the acquisition of controlling stakes, introduced the concepts of "mandatory tender bid", "squeeze-out" and "sell-out", and increased the disclosure requirements.
• Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine Regarding Simplifying Business Activity and Attraction of Investments by Securities Issuers" dated 16 November 2017, No. 2210-VIII, overhauled the Ukrainian stock market mainly through the removal of 'quasi-public JSCs' and by aligning the requirements for public JSCs to the EU regulations. According to this law, all JSCs in Ukraine are considered to be private JSCs as of 6 January 2018, except for the public JSCs whose shares are listed on a stock exchange or who make a public announcement that they shall remain public. The law also established stricter requirements for public JSCs, including new rules for disclosure of information (disclosure thresholds, content of information and means of disclosure), additional regulation on supervisory boards in public JSCs and new prospectus requirements (including the requirements for language and content of prospectuses).
• On 19 June 2020, Ukrainian Parliament approved the new version of the Capital Markets Law aimed at implementation of a number of EU Directives and Regulations bringing into compliance the Ukrainian capital markets regulations with EU requirements.
• On 1 January 2023, a restated JSC Law came into force, significantly aligning Ukraine’s legislation on JSCs with EU standards. This reform primarily focuses on harmonizing and improving corporate governance frameworks. The new JSC Law introduces substantial changes aimed at modernizing corporate governance within JSCs, including bringing the rules on shareholder representation in line with EU legislation, introducing the possibility to opt for a one-tier corporate governance structure.
• On 8 March 2024, Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine Regarding the Improvement of Corporate Governance" dated 22 February 2024, No. 3587-IX came into effect. This legislation aims to implement best practices in corporate governance, enhance the investment appeal of state-owned enterprises, and bring Ukrainian laws into closer alignment with EU standards.

2.2 Other rules and principles

While the aforementioned legislation contains the main legal framework for acquisitions of JSCs, there are a number of additional rules and principles that must be taken into account when preparing or conducting a public takeover or merger, such as:

• Law of Ukraine "Depository System of Ukraine" dated 6 July 2012, No. 5178-VI that sets out the rules relating to registration and confirmation of rights to securities and the procedure for settlements of securities transactions;
• Law of Ukraine "On State Registration of Legal Entities, Individuals - Entrepreneurs and Public Organizations" dated 15 May 2003, No. 755-IV, Law of Ukraine "On Prevention and Counteractions of Legalization of Proceeds of Crime, Financing of Terrorism and Circulation of Mass Destruction Weapon" dated 6 December 2019, No.361-IX ("UBO Law") that set out the rules relating to the disclosure of ultimate beneficial owners. For further information, see 4.1 below;
• The rules and regulations regarding merger control. These rules and regulations are not further discussed herein; and
• A corpus of bylaws and legally binding court practice that specify the rules contained in the legislation listed above.

2.3 Supervision and enforcement by the Securities Commission

The securities market in Ukraine is subject to the supervision and control of the National Securities and Stock Market Commission ("Securities Commission"). The Securities Commission is the principal securities regulator in Ukraine.

The Securities Commission has a number of legal tools that it can use to regulate, supervise and enforce compliance with the securities legislation, including the requirements for acquisition of controlling stakes and the squeeze-out and sell-out procedures. In particular, the Securities Commission may apply financial sanctions in the case of non-compliance with the takeover rules or strip market participants of the licenses that are required to carry out certain activities in the Ukrainian securities market. Non-compliant actors are also subject to criminal liability in the case of gross non-compliance with the securities legislation.

2.4 Foreign investments restrictions

Following the launch of the Russian Federation's invasion of Ukraine on 24 February 2022, the government has introduced a martial law regime. Currently, the martial law regime is effective until 7 February 2025, but since the beginning of the invasion it has been prolonged every 3 months and will most likely be prolonged again. The martial law provides for a range of limitations and special measures aimed at the stabilization and protection of the Ukrainian financial system and economy. Investments associated with entities or individuals that have ties with the Russian Federation or Belarus are effectively banned. The Ukrainian government has imposed restrictions ranging from a ban on payments and notarial and registration actions for the benefit of such persons, to the forced seizure of assets that belong to the same.

Other foreign investments are not restricted in Ukraine. Unless in the context of specific industries and sectors (such as rockets, financial services, broadcasting, banknotes, agriculture), takeovers are not subject to prior governmental or regulatory approvals other than customary anti-trust approvals.

2.5 Proposed reforms

The Law of Ukraine "On Amendments to the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets" and Certain Other Legislative Acts of Ukraine on Improving State Regulation and Supervision of Capital Markets and Organized Commodity Markets" dated 22 February 2024, No. 3585-IX, introduces significant changes aimed at fostering a fair, efficient, and transparent stock market in Ukraine. Effective 1 January 2026, these amendments include enhanced disclosure requirements for inside information to align with international standards, new regulations on market abuse practices, and additional measures to strengthen trust and operational stability in Ukraine's capital markets.

As part of its European Union integration, Ukraine is implementing a major reform to corporatize state and municipal enterprises by converting them into joint-stock companies (JSCs), limited liability companies (LLCs), or similar legal forms while also harmonizing its commercial law framework through the elimination of the Commercial Code of Ukraine. The recently adopted Draft Law "On Specific Regulation of the Entrepreneurial Activity of Certain Types of Legal Entities and Their Associations in the Transitional Period" dated 9 September 2021, No. 6013 establishes a five-year transition period for all state and municipal enterprises to reorganize into JSCs, LLCs, or equivalent structures, or cease operations. This reform is designed to enhance corporate governance transparency, define clear responsibilities between owners and management, and boost investor confidence. While the law has been approved by the Ukrainian Parliament, it is still subject to final legislative procedures, including the President’s signature and official publication, before entering into force.