Despite the war, Ukraine’s M&A market is gradually reviving, and businesses are actively seeking safe scaling models. Maksym Kurochko, Managing Partner at MK Legal Service, shares his observations on key trends in corporate law, talks about the firm’s cases—from adapting business structures to new realities to supporting international investments—and explains how combining litigation and corporate expertise helps deliver non-standard solutions.
What key trends in corporate law and M&A do you see in Ukraine today?
— One of the most notable developments recently is the revival of the M&A market, primarily driven by domestic transactions. Interestingly, Ukrainian companies are increasingly acquiring Ukrainian assets, and the deal sizes are growing.
Another important trend is changes in corporate regulation driven by European integration processes and requirements from international institutions (IMF, EBRD). These include the corporate governance reform of state-owned enterprises: last year, the President signed Law No. 3587-IX aimed at improving corporate governance of legal entities where the state is a shareholder. In addition, the Commercial Code of Ukraine was recently repealed.
At the same time, antitrust reform is underway, expanding the powers of the Antimonopoly Committee of Ukraine to ensure fair competition and equal rules of the game for all market participants.
It is also impossible to ignore that, due to the full-scale war, the trend of declining foreign investment and M&A deals involving foreign capital unfortunately persists. However, these very reforms are helping to create a reliable legal framework, which is one of the key prerequisites for foreign investors entering Ukrainian corporate structures.
Which sectors remain the most attractive for M&A deals?
— To answer this question properly, two key factors must be considered: risk and potential. Sectors that remain attractive due to lower risk and stable potential include agriculture, agri-processing, and the food industry.
If we are talking about higher potential, then it is, of course, IT, green energy, and real estate & construction. However, these sectors also carry higher risks: labor shortages caused by the war and migration to more competitive countries, infrastructure attacks and the need for recovery, dependence on external financing (funds, loans), and so on.
The defense industry and logistics also remain highly promising. At the same time, they involve the highest risks—regulatory barriers, export controls, regular shelling of infrastructure, and the inability to use the cheapest core logistics routes due to military operations.
How have corporate demands from businesses changed recently? What cases are you working on now?
— Corporate practice has been one of the core areas of MK Legal Service for nearly 14 years. Accordingly, our portfolio includes cases of varying complexity—it all depends on clients’ requests and their growth ambitions.
We started with classic business launches and group structuring, mainly in Ukraine. Today, however, the context is entirely different.
One group of owners has relocated abroad. They continue to operate legal entities in Ukraine, are registered as sole proprietors here, and own real estate and other assets. All of this must be properly structured to demonstrate value to foreign partners and prove a track record in Ukraine, rather than being perceived as a startup from scratch.
Foreign partners require different guarantees, which must be embedded in corporate agreements governed by foreign law. We draft such documents to prepare clients for the next phase of international scaling.
Another scenario involves entrepreneurs who remain in Ukraine but operate businesses abroad. For them, it is critical to structure ownership correctly so that operations abroad run smoothly while avoiding claims from Ukrainian tax authorities.
A telling public case was a recent court decision where a Ukrainian company was recognized as a permanent establishment of a CFC, as its owner effectively managed the CFC from Ukraine. The appellate court upheld the tax authority’s position and confirmed its right to assess additional taxes.
This once again underscores that classic corporate structures no longer guarantee full protection. They require deeper analysis and preparation. That is why at MK Legal Service we do not simply create business structures—we adapt them to new realities, reduce risks, substantiate economic substance abroad, and protect owners from regulatory claims.
Corporate lawyers and litigation attorneys are often seen as having very different approaches. How relevant is this distinction in your practice?
— In my view, the opposite is true. Combining litigation and corporate expertise within one team significantly expands the range of solutions. Sometimes the same issue can be resolved either through corporate mechanisms or through judicial protection. This opens the door to unconventional and effective solutions, especially in crisis situations.
For example, in one of our cases, a company director approached us. The de facto owners of the LLC had withdrawn from management—they were unreachable, hired no staff, and made no decisions. Meanwhile, the director remained the only public figure, bearing full responsibility to the state, including reporting and taxes.
However, dismissing a director requires a resolution of the general meeting of participants, making the situation seemingly deadlocked. We convened a meeting, documented notifications and the participants’ failure to appear, and then used court proceedings to legalize the director’s dismissal. Although the law does not explicitly regulate such a model, the court supported our approach.
Through this creative combination of corporate and litigation tools, we were able to unlock the client’s ability to act freely, no longer as a company director.
You are also an investor yourself. Which sectors did you invest in before the full-scale war, and how has your approach changed?
— Before the war, I primarily invested in restaurants, cryptocurrencies, and IT projects. Today, the situation is far more complex: alongside traditional investment risks, numerous unknowns have emerged.
We have been living in a state of full-scale war for four years now. This has led to an acute shortage of the most irreplaceable resource across the economy—the working population. In my view, this is one of the biggest and most underestimated risks, still insufficiently discussed publicly.
What from your personal investment experience do you apply when advising on investments?
— First, trust but verify—and verify thoroughly. We conduct full due diligence, including:
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legal status of the target company, owners, and beneficiaries (with special attention to sanctions and jurisdictions);
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litigation risks;
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licenses and permits;
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financials (reporting, debts, taxes, working capital);
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operations (market position, clients, suppliers, assets);
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IT and cybersecurity;
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compliance and ESG risks.
Second, the team—assess key employees’ competence and reputation.
Third, synergy—ensure alignment of values, strategy, and whether the partnership truly unlocks additional resources, suppliers, or talent.
Fourth, document agreements—preliminary terms in LOIs, final terms in SPA, SHA, and other corporate agreements.
Fifth, do not pay everything upfront—use installment payments and link part of the consideration to KPIs (earn-outs).
In short, there are many issues spanning all areas of business. That is why I strongly advise both investors and asset owners not to cut corners and to engage legal, financial, and other professional advisors.
Are there examples of successful cases where foreign businesses entered Ukraine despite the war?
— Yes, absolutely. International companies, including multinationals, continue to operate in Ukraine—earning revenues and investing parent-company capital.
For example, Unilever began construction of a new factory in Ukraine last year, planning to invest €20 million. Turkey’s Onur Group Ukraine has expanded to 40 companies during the war, with an investment plan of $650 million, mainly in green energy and construction.
The most high-profile deal last year was by NJJ Holding, which acquired Ukrainian mobile operator lifecell and fixed-line internet provider Datagroup-Volia. Reported deal value was $650 million, with up to $1.5 billion in planned additional investments.
What are the prospects for seeing more such deals soon?
— I would highlight an interesting initiative by the Ministry of Digital Transformation of Ukraine—Diia.City Invest. The idea is to create a legal framework for rapid launch of venture funds investing specifically in Diia.City residents. In my view, this is another strong reason to enter this ecosystem.
At MK Legal Service, we have already helped 70+ companies become Diia.City residents. I always emphasize that Diia.City is far more than IT—it is open to MilTech and UAV manufacturers, fintech, cloud operators, crypto startups, cybersecurity companies. In 2025, R&D centers were added, covering almost any business using software for research.
Mykhailo Fedorov forecasts that up to 10 new-format venture funds may emerge in Ukraine in 2026 under Diia.City Invest. Therefore, I recommend companies considering entry into Diia.City to apply and become residents this year.
Blitz Q&A
— Dream investment sector?
— AI.
— Ukrainian company you are proud of?
— GigaCloud.
— Investment case you are proud of?
— The Chornomorka restaurant chain.
— IT product you can’t live without?
— Google Calendar.
— The most difficult deal in one word?
— 24/7.
— What should investors read today?
— Good to Great by Jim Collins.
— What is the main investment driver for you—money or idea?
— The idea.
