Correspondence: Adam Mycyk, Chadbourne & Parke LLP, 11 Mykhailivska Street, 4th Floor, Kyiv 01001, Ukraine; Tel: +380 44 270 7205; Fax: +380 44 270 7206; E-mail: amycyk@chadbourne.com

¹regularly advises multinationals and foreign companies, banks, investment banks and other financial institutions on structuring and implementing debt and equity inward invest-ments (including through privatisations, mergers and acquisitions, and joint ventures), and on complex cross-border commercial and financing transactions in diverse economic sectors. He has worked extensively in complex financing transactions, and advised the lead manager of the first-ever direct Eurobond issue by Ukraine to restructure approximately US$2.7 billion of its foreign debt. Mr Mycyk counsels clients on various aspects of doing business in Ukraine, including commercial, operational, regultory, admi-nistrative, corporate, labour and dispute resolution matters.

²practice focuses on mergers and acquisitions, commercial and general corporate matters. Prior to joining the firm, Elizabeth was a solicitor at a large international law firm in the United Kingdom. Elizabeth has gained experience in a broad range of commercial work, but with an emphasis on advising clients on the commercial and intellectual property aspects of corporate acquisitions, disposals, funding rounds and flotations. Advising on a range of national (UK) and international transactions has involved undertaking due diligence exercises, drafting and negotiating warranties, provisions in sale agreements and ancillary documents. Elizabeth also has experience in stand-alone commercial agreement (distribution, supply and development arrangements), and advising clients in relation to licensing and exploitation of IP.

³practice focuses on cross-border financing, general banking and finance, mergers and acquisitions and oil and gas legislation. He has advised major institutional lenders, foreign investment banks and major international oil companies on various aspects of their activities in Ukraine. Mr. Fedoruk also counsels clients on a broad range of corporate, securities and business-related matters, including mergers and acquisitions, restructurings and joint ventures. He has been directly involved in all phases of such transactions, including initial structuring, negotiation, drafting and implementation. Mr Fedoruk was recently listed among five leading practioners in PLC Which Lawyer? (2006) for banking and debt finance in Ukraine.

Received 14 December 2006; Revised 14 December 2006.

Abstract

This paper aims to provide an overview of the current legislative and regulatory framework in Ukraine in respect of the corporate governance of joint stock companies (JSCs), including a review of recent improvements in legislation. It goes on to highlight the deficiencies of the Ukrainian corporate governance framework itself, as well as to illustrate the widespread failure by Ukrainian JSCs to comply with and implement the existing legislation, resulting (among other things) in the widespread violation of minority shareholders' rights.