Iryna Nikolayevska is a Partner in the Kyiv office and the head of the local M&A and Corporate, Employment & Labour and Compliance, Risk & Sensitive Investigations (CRSI) practices.
In her practice, Iryna focuses on representing local and international clients (including institutional and strategic investors, private and public companies) in their cross-border mergers, acquisitions, joint ventures, private equity investments, divestitures, assets transfers, restructurings and general corporate matters. Iryna also has considerable experience in equity capital markets transactions and secondary issues, corporate governance and executive compensation matters across the entire spectrum of sectors.
Iryna has gained extensive experience in advising on corporate compliance, internal investigations, anti-money laundering, sanctions and data protection matters. She acts on behalf of clients in internal investigations, in particular regarding compliance with ani-corruption legislation.
Iryna also focuses on employment and labour law, including advising on general employment matters, transfer of employees, massive layoffs, regulating relations with trade unions, out-staffing of employees, contractual arrangements, succession, remuneration, appointment, dismissal and liability of top managers of private and public companies, drafting employment contracts, internal labour policies and other employment documents, various personal data protection aspects related to employment and performance of labour duties, as well as issues relating to the COVID pandemic.
Iryna Nikolayevska leads the practice at Kinstellar, which advises large Ukrainian and multinational companies on cross-border transactions, as well as acting for international financial institutions in matters of corporate governance and market regulation.
RECENT ENGAGEMENTS INCLUDE ADVISING
M&A and Corporate
- QTERMINALS on negotiations and entering into the Concession Agreement for the Olvia seaport, one of the first and largest port concessions in Ukraine, and on various Ukrainian law corporate and employment matters
- MAIS, a leading Ukrainian seed producer, on pre-transaction restructuring and the establishment of a joint venture with a strategic investor, the US company Remington Seeds
- UMG INVESTMENTS on the acquisition of a stake in FeedNova, a Ukrainian producer of feed additives for farm animals and pets, and the establishment of a joint venture
- A GLOBAL MANUFACTURER OF AUTOMOTIVE AND INDUSTRIAL EQUIPMENT on various legal issues related to the termination of a joint venture with a leading Ukrainian automotive producer, and the acquisition of the minority stake in a JV
- UKRAINIAN DEVELOPERS on the sale of a 500 MW wind power plant construction project in the Mykolaiv region, including conducting vendor’s due diligence and advice on the deal structuring
- AN ASIAN INVESTOR on the acquisition of a minority stake in Inkerman International from Horizon Capital, a private equity fund
Compliance, Risk and Sensitive Investigations
- THE SUPERVISORY BOARD OF NAFTOGAZ OF UKRAINE on various compliance matters including the establishment of the compliance function, drafting compliance policies, anti-bribery obligations and duties of top executives, conflict of interest, etc.
- UKRPOSHTA, the national postal services operator, on various matters related to the audit of the existing compliance procedures and anti-corruption function within Ukrposhta; and reorganisation of the compliance function
- AN INTERNATIONAL PRODUCER OF CLIMATE CONTROL EQUIPMENT on an internal investigation related to alleged corruption conduct, including structuring of the investigation, data collection and cross-border data transfers in the context of the FCPA investigation, conducting extensive background checks, employee interviews, and follow-up compliance trainings
- A GLOBAL PHARMACEUTICAL COMPANY on an internal investigation resulting from a whistleblower’s report in the client’s subsidiary in Ukraine related to alleged tender manipulations and bid rigging, including structuring data collection and providing related advice, conducting senior management interviews and analysis of internal compliance policies
- MAJOR US, UK AND EU-BASED MULTINATIONALS on various compliance matters driven by anti-corruption legislation (e.g., FCPA and UK Bribery Act), including internal investigations; sanctions; data protection; establishment, localisation and enhancement of compliance programmes and policies; conflict of interest; and anti-bribery obligations and duties of top executives
Employment & Labour Law
- QTERMINALS on various Ukrainian employment law matters related to the transfer of approx. 600 employees, including transfer of rights and obligations of the former employer to the new employer (i.e., QTerminals), compensations, changes of positions, establishment of efficient organisational structure, relations with trade unions, formalization of labour relations with the management, liability of senior management under Ukrainian law, and remuneration of top-management
- THE SUPERVISORY BOARD OF NAFTOGAZ OF UKRAINE on the matters related to the appointment and dismissal of C-level management; conducting investigations of actual dismissals and preparing legal assessments thereof; preparing amendments to employment contracts with CEOs of the group companies; reviewing and amending remuneration policy, bonus systems, among others
- TBEA, China’s largest energy equipment manufacturer and a global leader in the power T&D equipment manufacturing sector, on Ukrainian law matters relating to employment of foreign individuals by a representative office and legal entity in Ukraine
- A LEADING US TECHNOLOGY AND MARKETING COMPANY producing digital signage on revision of its business structure and operations in Ukraine, transfer of employees and operations to newly established subsidiary
- SYNGENTA, a leading agriculture company, on the matters related to dismissal of a top manager, including analysing potential options and associated risks
- MCCORMICK, a US listed company and the largest producer of spices & herbs, on employment matters related to post-acquisition integration of Ukrainian subsidiaries, including transfer of employees to a surviving entity
- 1999 – 2005: Taras Shevchenko National University of Kyiv, Ukraine, Faculty of Law, Master’s Degree in Law
- Kyiv Regional Bar Association, Attorney-at-Law
- Ukrainian Bar Association, Compliance Club coordinator
- Ukrainian Network for Integrity and Compliance (UNIC), Independent Certification Expert
- National Agency on Corruption Prevention (NACP), Member of the anti-corruption working group
Ukrainian, English, Russian
- Highest Standards: Cover story on corporate governance in Ukraine, Ukrainian Journal of Business Law, May-June 2020
- Bills on detective services can limit the market to collection and recording of information (in Russian), Interfax Ukraine, 2019
- Crime and punishment. Violation of protection of personal data by Internet giants (in Ukrainian), Yurydychna Gazeta / Legal Newspaper, 2019
- Conflict of Interest: Overview, Business Integrity Digest of the Ukrainian Network of Integrity and Compliance (UNIC), 2019
- Market Standard: Cover Story on Compliance, Ukrainian Journal of Business Law, 2018
- Ongoing Reform of State-Owned Enterprises in Ukraine, CEE Legal Matters, 2017
- Mergers & Acquisitions: Annual Review 2017: Chapter for Ukraine, Financier Worldwide, 2017
- On investment climate in Ukraine (in Russian), Forbes Ukraine, 2017