Includes observations by Serhii Sviriba, Olga Glukhovska, Tatiana Slipachuk, Per Runeland, Alexander Vaneev
COURT RECOMMENDATIONS IN DECEMBER 2007 BY THE PRESIDIUM OF THE HIGHEST COMMERCIAL COURT OF UKRAINE “Ukrainian Court Edict”
(1) Activities of and corporate relations concerning a Ukrainian joint stock company shall be governed exclusively by the laws of Ukraine.
(2) Agreements providing for the application of foreign law to Ukrainian corporate relationships including the relationships between shareholders are null and void and violate Ukrainian public policy.
(3) Agreements limiting the scope or effect of Ukrainian mandatory legal provisions (such as competition law and rules regarding the invalidity of agreements) are null and void.
(4) Shareholders’ agreements, even under foreign law and entered into by, for instance, non-Ukrainian holding companies cannot govern questions of corporate governance in a Ukrainian company and, hence, cannot be enforced to the extent they are at variance with Ukrainian company law.
(5) The Recommendations seek to exclude Ukrainian corporate disputes from determination by international arbitration (paragraph 2 of Section 6.2).