On September 19-20, the Corporate Governance Professional Association (CGPA), in cooperation with the Ukrainian Corporate Governance Institute, held a two-day seminar on the main novelties of the Law of Ukraine “On Joint Stock Companies” (No. 2465-IX), which will come into force on 01.01.2023 (hereinafter – the Law). The seminar was held with the informational support of the NSSMC and the National Depository.

During two days, speakers made presentations, focusing on the main issues regarding the Law, and actively answered questions asked by participants during and after the sessions. Already during the announcement of the seminar topic and the preparation period, it became clear that the issues that the organizers announced aroused great interest and resonance. More than a hundred participants took part in the event.

Natalia Shevchenko, Head of the Methodology and Corporate Relations Department of the National Depository, spoke about the procedure for holding various ways of holding general meetings of shareholders: in-person, electronic, and remote. N. Shevchenko thoroughly explained the authorized electronic system (AES) use. AES is a software and hardware complex of the Central Securities Depository authorized by the NSSMC to ensure the holding of the General Meeting of Shareholders.

In his presentation, Oleksandr Okuniev, Chairman of the CGPA Management Board, acknowledged that the new law introduces a revolution in the creation and activities of the Boards and executive bodies of companies, both JSC and LLC. O.Okuniev emphasized the definition and role of the Corporate Secretary under the new Law. The position of corporate secretary is mandatory in: 1) JSCs whose securities are admitted to trading on the organized capital market or in respect of whose securities a public offer has been made; 2) banks, insurers, non-state pension funds, other JSCs that are enterprises of public interest in accordance with the Law “On Accounting and Financial Reporting in Ukraine”; 3) PJSCs with the number of shareholders – owners of ordinary shares of the company 100 and more persons. In other JSCs, the position of the CS may be introduced, or an individual may perform the functions of the CS under a civil law contract.

Volodymyr Igonin, Partner, Head of Corporate/M&A Practice with Vasil Kisil & Partners, Member of the CGPA Management Board, focused the participants’ attention on the novelties concerning the JSC’s officers, namely: new grounds and the procedure for bringing to liability, conflict of interest, related-party transaction. Separately, V. Igonin focused on the novelties of legal regulation of corporate governance in LLC. He concluded his speech with an appeal to the participants to use the opportunities of the new Law wisely. 

Oleksandr Lysenko, independent corporate governance consultant and co-author of the new Law, drew the participants’ attention to the question of what is better, LLC or PrJSC: whether PrJSC still has advantages over LLC after the adoption of the new Law. O.Lysenko also highlighted the specifics of the new Law’s impact on the banking sector and answered in detail the questions from the representatives of banks.

The seminar ended with a Q&A session with Maksym Libanov, a Member of the National Securities and Stock Market Commission (NSSMC). M.Libanov answered all the questions in detail and noted: “In terms of bringing the activities of joint stock companies in line with the new legislation, there are not many significant changes compared to the current law. Most of the norms of the current legislation are reflected in the new version. All the novelties of the law, in particular, the board of directors, committees, electronic meetings, corporate secretary, etc., are additional options for JSCs. Therefore, due to this law, they can fully function and not undergo fundamental changes in their activities.”

The experts of the seminar took into account all the issues that required special attention and clarification and will try to find answers together with the NSSMC to resolve them.