International Transactions and Cross-Border Contracts in Ukraine
A Nordic private equity fund structured an acquisition of a Ukrainian manufacturing company through a Dutch SPV — using English-law share purchase and shareholder agreements, with Swiss arbitration and milestone payments tied to operational targets. Eighteen months into the transaction, the fund discovered that the milestone payment structure violated the NBU 180-day settlement deadline, that the shareholder agreement’s drag-along clause was unenforceable under Ukrainian corporate law, that the Swiss arbitration clause — while valid internationally — created practical difficulties for interim measures against Ukrainian assets, and that no one had verified whether the Ukrainian target’s existing supply contracts contained change-of-control provisions that could be triggered by the acquisition.
International transactions involving Ukraine operate at a level of complexity that standard bilateral contracts do not reach. They involve multiple legal systems, multiple contract types within a single deal, governing law coordination across jurisdictions, currency control and tax structuring across borders, and alignment with requirements of international financial institutions. We provide the Ukrainian legal layer for cross-border transactions — ensuring that the Ukrainian elements of a multi-jurisdiction deal are structured to be enforceable, compliant, and commercially effective. This practice connects to our work in contract structuring and international contracts and dispute resolution.
What makes international transactions different in Ukraine
Cross-border transactions involving Ukrainian assets, counterparties, or regulatory requirements face a set of challenges that do not exist in purely domestic or standard bilateral international deals:
Multi-contract coordination — international transactions rarely consist of a single agreement. A typical cross-border deal may involve a share purchase agreement, shareholder agreement, supply contracts, IP licenses, service agreements, financing documentation, and security instruments — all of which must be coordinated to function as a single legal system. Inconsistencies between agreements create unintended risk exposure that only becomes visible at the dispute stage.
Governing law strategy — choosing governing law in a multi-jurisdiction transaction is not a single decision but a series of coordinated choices. The SPA may be governed by English law, the shareholder agreement by Ukrainian law, and the supply contracts by CISG. Each choice must account for how Ukrainian mandatory rules interact with the chosen law — particularly currency control, competition law, and corporate law provisions.
Currency control across the transaction — the NBU 180-day settlement deadline applies to every cross-border payment involving a Ukrainian party. In complex transactions with milestone payments, deferred consideration, earn-outs, or royalty streams, the entire payment architecture must be designed to comply with currency control requirements — not just individual invoices.
Financial institution requirements — cross-border transactions often involve lenders, export credit agencies, or development finance institutions whose documentation standards and compliance requirements must be integrated into the contractual framework. We coordinate between the commercial terms of the deal and the requirements of the financing parties.
Comparative legal analysis — when parties from different jurisdictions cannot agree on governing law, we identify international conventions (CISG, UNIDROIT Principles) or neutral governing law options that provide balanced protection. We advise based on comparative analysis of how specific provisions — penalty clauses, limitation of liability, termination rights — operate under different legal systems.
Enforcement planning from day one — international transactions must be structured with enforcement in mind. Where are the assets? Which courts or arbitral institutions have jurisdiction? Can interim measures be obtained in Ukraine while arbitration proceeds abroad? We design dispute resolution architecture that works across jurisdictions.
This practice covers complex multi-jurisdiction transactions — governing law strategy, multi-contract coordination, financial institution alignment, and cross-border enforcement planning. For standard foreign economic contracts → Contracts with Ukrainian Companies. For drafting individual agreements within the transaction → Contract Drafting and Review.
Scope of cross-border transaction support
Transaction structuring and legal architecture
Designing the contractual framework for multi-jurisdiction deals: how agreements interact, which law governs each component, how risks are allocated between parties and across jurisdictions, and how the structure aligns with financing and regulatory requirements.
Governing law and jurisdiction strategy
Advising on governing law selection for each agreement within the transaction, coordinating jurisdiction and arbitration clauses across documents, and ensuring that the chosen framework is enforceable in Ukraine and in the jurisdictions where assets are located.
Financial institution coordination
Preparing transaction documentation that meets lender requirements, aligning contractual terms with financing conditions, negotiating with banks and export credit agencies, and adapting deal structures to development finance institution standards.
Cross-border negotiation support
Representing clients in negotiations with foreign counterparties across jurisdictions. Bridging legal and cultural gaps, proposing formulations that work under multiple legal systems, and ensuring that negotiated terms are enforceable in every relevant jurisdiction.
Comparative legal analysis
Assessing how specific contractual provisions operate under different legal systems. Advising on penalty enforceability, limitation of liability standards, termination mechanisms, and force majeure across Ukrainian, English, German, Swiss, and other applicable laws.
Cross-border enforcement architecture
Designing dispute resolution mechanisms that work across jurisdictions: arbitration clause drafting tested against enforcement practice in Ukraine and abroad, interim measures strategy, evidence collection coordination, and asset tracing across borders.
Work algorithm
Step 1 — Transaction mapping. We analyze the proposed transaction — parties, jurisdictions, asset locations, payment flows, regulatory requirements, and financing structure. Deliverable: transaction structure memo with risk mapping.
Step 2 — Governing law and jurisdiction design. We advise on governing law selection for each agreement, coordinate arbitration and jurisdiction clauses across the transaction, and identify where Ukrainian mandatory rules apply regardless of law choice. Deliverable: governing law and jurisdiction strategy.
Step 3 — Regulatory and currency control analysis. We map all applicable Ukrainian regulatory requirements across the transaction — NBU currency control (180-day deadline for each cross-border payment), tax implications, corporate law requirements, and sector-specific regulations. Deliverable: regulatory compliance matrix.
Step 4 — Financial institution alignment. We prepare documentation that meets lender or financial institution requirements, align commercial terms with financing conditions, and coordinate between deal parties and financing parties. Deliverable: financing-aligned transaction documentation.
Step 5 — Comparative legal analysis. Where governing law is contested, we conduct comparative analysis of how key provisions operate under different legal systems — penalty clauses, liability limitations, termination rights, force majeure. Deliverable: comparative analysis memo with recommendation.
Step 6 — Cross-border negotiation. We represent the client in multi-jurisdiction negotiations — defending positions, proposing formulations that work under multiple legal systems, and ensuring enforceability across jurisdictions. Deliverable: negotiated transaction documentation.
Step 7 — Performance monitoring and dispute readiness. We advise during transaction performance — compliance monitoring across jurisdictions, amendment coordination, breach response, and preparation for potential cross-border disputes. Deliverable: ongoing cross-border legal support.
Who we work with
Our clients include:
- International law firms (Magic Circle, US BigLaw, European full-service) needing Ukrainian Local Counsel for the Ukrainian leg of cross-border transactions — regulatory analysis, enforceability assessment, and local coordination
- PE funds and strategic investors structuring acquisitions, joint ventures, or investment transactions involving Ukrainian assets or counterparties
- Foreign companies entering complex commercial relationships in Ukraine that go beyond standard bilateral contracts — multi-party frameworks, financing-linked deals, and regulatory-intensive transactions
- International financial institutions and lenders requiring Ukrainian law analysis for cross-border financing transactions
- Ukrainian companies involved in outbound transactions — structuring deals with foreign counterparties across multiple jurisdictions
Typical situations:
- A PE fund is acquiring a Ukrainian company through a Dutch SPV — needs Ukrainian counsel to assess enforceability of the SPA and shareholder agreement under Ukrainian corporate law, coordinate currency control compliance for milestone payments, and design interim measures strategy for Ukrainian assets
- An international law firm is structuring a multi-jurisdiction supply chain for a manufacturing client — needs Ukrainian counsel to ensure that the Ukrainian supply contracts, IP licenses, and service agreements are coordinated with the master framework and comply with Ukrainian mandatory rules
- A development finance institution is providing project financing for Ukrainian infrastructure — needs the transaction documentation reviewed for Ukrainian regulatory compliance and the security package assessed for enforceability
- Two counterparties from different EU jurisdictions cannot agree on governing law for their joint venture involving Ukrainian operations — need comparative legal analysis and a neutral governing law recommendation that works for both parties and is enforceable in Ukraine
Key experts
Doctor of Laws — cross-border transaction structuring, governing law strategy, international commercial arbitration, multi-jurisdiction coordination
Doctor of Laws — complex international transactions, multi-party transaction architecture, cross-border dispute resolution
PhD — transaction documentation, regulatory compliance, IP licensing across jurisdictions, currency control coordination
Cross-border dispute resolution, enforcement of international awards and judgments, interim measures in Ukraine
FAQ
How does Ukrainian currency control affect multi-payment transactions?
The NBU 180-day settlement deadline applies to every individual cross-border payment involving a Ukrainian party — not to the transaction as a whole. In transactions with milestone payments, earn-outs, deferred consideration, or royalty streams, each payment must independently comply with the 180-day deadline. The entire payment architecture must be designed with this constraint in mind, which often requires restructuring standard international payment schedules.
Can different agreements within one transaction be governed by different laws?
Yes, and this is common in complex cross-border transactions. The SPA may be governed by English law, the shareholder agreement by Ukrainian law, the supply contracts by CISG, and the financing documentation by the lender’s preferred law. The challenge is coordination — ensuring that the agreements do not create contradictory obligations under different legal systems. We design the governing law architecture to minimize conflicts and ensure enforceability of each component.
What happens when parties cannot agree on governing law?
We identify neutral options: international conventions (CISG for goods, UNIDROIT Principles as supplementary rules), neutral governing law jurisdictions (Swiss law, Swedish law), or hybrid approaches where different aspects of the contract are governed by different laws. The choice is based on comparative analysis of how specific provisions — penalties, liability, termination — operate under each option.
How do financial institution requirements affect transaction structure?
Significantly. Lenders, export credit agencies, and development finance institutions impose documentation standards, compliance requirements, and security package specifications that must be integrated into the commercial deal structure. The commercial terms negotiated between deal parties often need to be adjusted to satisfy financing conditions. We coordinate between the commercial and financing layers of the transaction.
Can arbitration clauses be enforced across multiple jurisdictions?
Yes, but the clause must be designed for multi-jurisdiction enforcement. A single arbitration clause that works in England may create practical difficulties for interim measures in Ukraine or evidence collection in a third country. We design arbitration clauses that account for where assets are located, where witnesses are based, and where enforcement will ultimately be sought.
When should Ukrainian counsel be involved in a cross-border transaction?
At the structuring stage — before the deal terms are finalized and before any agreements are drafted. Ukrainian regulatory requirements (currency control, corporate law, competition law) can fundamentally affect deal structure. Engaging Ukrainian counsel after the transaction is structured often means retrofitting compliance into a framework that was not designed for it — which is significantly more expensive and sometimes impossible.
Related Practices
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