Resolving M&A Disputes In Arbitration

Traditionally M&A transactions involving Ukrainian targets are structured in a specific way in order to reflect peculiarities of the Ukrainian business environment. As a rule, sellers of the Ukrainian target are shelf companies. The ultimate beneficiary of the Ukrainian target controls and directs the sellers. The ultimate beneficiary usually guarantees proper fulfilment of the sellers" obligations either (i) directly under the Sale and Purchase Agreement or Shareholders Agreement or (ii) indirectly under a separate instrument (the Deed of Indemnity, Deed of Guarantee, etc).

Enforcement of such structures requires deep knowledge and outstanding expertise in arbitration involving Ukrainian parties. Before drafting any dispute resolution clause, the following issues should be addressed.