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

Ukraine began to encounter adverse economic and geopolitical conditions in 2014 but deal activity significantly picked up in 2016 due to increased economic and political stabilization. Since 2017, the market has shown signs of gradual recovery after going through the worst of the downturn. After the Covid-19 pandemic struck, M&A activity overall experienced a slowdown, which affected practically all industries. Following a limited recovery during 2021, the Russian invasion of Ukraine in 2022 significantly disrupted the M&A market, causing a near-complete halt in deal activity during the initial months. However, the market has gradually regained momentum as temporary martial law restrictions have been lifted or relaxed.

Before the invasion, a significant portion of recent M&A activity was concentrated in Ukraine's agricultural sector. The world's largest agricultural processing companies had also been actively investing into Ukraine's port infrastructure by building grain terminals for the export of their products. Ukraine is also world-renowned for its IT outsourcing market and had gained some momentum in the IT products industry. Thanks to the ever increasing expertise of human capital and the intangible nature of the innovation business, Ukraine's innovation and technology industry remains on investors' radars. In addition to agriculture and IT, renewable energy, infrastructure, healthcare, telecommunication, transportation and logistics have traditionally been among the most attractive sectors for investors. Since the invasion, there has been a significant shift in investor focus toward defense technologies, driven by increased demand for innovation in this area and concentration of high-profile specialists.

The public M&A market is very limited in Ukraine due to how businesses have been historically set up and how corporate law has evolved. The majority of Ukrainian companies exist in the form of limited liability companies to which the public takeover rules do not apply. The Ukrainian public M&A market has been formed, to a significant extent, through the acquisition of former state owned enterprises, either directly from the state in the privatization process or in the secondary market. Such former state owned enterprises usually exist in the form of joint stock companies ("JSC"). Currently, there are approximately 13,500 public and private JSCs registered in Ukraine.

Generally, JSCs may be 'public' or 'private'. A public JSC's shares were publicly offered and/or admitted to trading on a stock exchange, whereas the shares of a private JSC may not be publicly traded. Taking into account the quasi-public nature of the majority of JSCs, the recent corporate reform has drawn a clear line between the regulation of the public JSCs and the private JSCs by establishing stricter requirements for public JSCs and relaxing requirements for private JSCs. These changes have resulted in clean-up of the market from the "quasi-public joint stock companies". Currently, there are approximately only 1,600 public JSCs registered in Ukraine.

The takeover rules introduced in June 2017, have significantly reshaped the regulations on the acquisition of shares of both public and private JSCs. Thus, even though there are only a few public companies in Ukraine, the vast majority of the takeover rules described below apply to the direct or indirect acquisition of any type of JSC in Ukraine and should be strictly followed by the parties.