UKRAINE Law and Practice Contributed by: Illya Tkachuk, Igor Krasovskiy and Inna Kostrytska, INTEGRITES
10. Disclosure 10.1 Making a Bid Public
combination. There is also no requirement for the buyer’s shares to be listed on a specified exchange in the home market or other identified markets. 10.3 Producing Financial Statements In Ukraine, there is no requirement for bidders to produce financial statements, unless the sale A draft agreement must be filed to the Anti- Monopoly Committee of Ukraine if merger clear- ance is required. In case of the merger of a joint stock company, a merger agreement must be made available to the shareholders of each company participating in the merger before holding the general share- holders’ meeting. process takes place via auction. 10.4 Disclosure of Transaction Documents Apart from the aforementioned exceptions, there are no rules requiring the disclosure of the trans- action documents. Generally, members of the company’s executive body and the supervisory board are obliged to: • act reasonably and in good faith; • act in the interests of the company; • notify the company about conflicts of interest; • provide documents related to company’s business and financial activities to the audi- tor; and • refrain from disclosing confidential informa- tion and commercial secrets. 11. Duties of Directors 11.1 Principal Directors’ Duties
In Ukraine, there is no requirement to make a bid to acquire a share in a limited liability company public. When acquiring shares in a joint-stock company, however, an acquirer is required to: • notify the company, the National Securities and Stock Market Commission and all stock exchanges where the company’s shares are allowed for trading; and • place in the database of a special disclosing agency the notice of its intention to acquire 5% or more of the company’s shares. Additional pre- and post-notification require- ments apply in cases where either a controlling stake in shares (more than 50%), a significant controlling stake in shares (more than 75%) or a dominant controlling stake in shares (more than 95%) is acquired. For public joint-stock companies, both the pur- chaser and the seller must also notify the compa- ny and the National Securities and Stock Market Commission about any acquisition or disposal of shares that leads to reaching, exceeding or fall- ing below any of the thresholds (5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%, or 95% of voting shares). For private joint-stock companies, the same obligation applies in respect of the thresh- olds of 5%, 50% and 95% of voting shares. 10.2 Prospectus Requirements A prospectus is mandatory only for issuance of securities by a public (listed) joint-stock com- pany in case of public offering. Normally, a pro- spectus is not required for the issuance of shares in a stock-for-stock takeover offer or business
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