Leonid Antonenko, counsel at Sayenko Kharenko law firm and a former EuroMaidan activist, is a major critic of Ukraine’s corporate law as well as the country’s lack of progress in weeding out corrupt officials from the former regime.
“The corporate law, that we have now, hasn’t changed since 1991 and you can imagine how the market changed since that time. It is outdated for decades,” he said in an interview with the Kyiv Post.
Antonenko’s vision for changing the law includes simplifying corporate rules, reducing the number of legally binding requirements, while increasing those that provide businesses with several options on how to implement them.
“Most of the rules mentioned in the corporate law should be residual, meaning that parties can agree that some particular norms simply can’t be applied to their relations,” he says. “For example the imperative rule that permits (a partner to) leave a business anytime without reasoning is unacceptable. How can you do business if your partner can leave you and take away his money anytime?”
Yet, this rule is part of both corporate law bills that have been submitted to parliament – one by the Party of Regions, and another by the Batkivshchyna party.
According to Antonenko, the Party of Regions’ draft is an impaired version of an analogous Russian law, while Batkivshchyna’s was written by local experts mostly on a pro bono basis. “The problem is that not too many people understand that both drafts have the same problem – a very high level of imperativeness,” Antonenko says.
He added the drafts simply do not give much room for businesses to make choices.
Although Antonenko regularly takes part in public discussions devoted to corporate law, he admits that decision makers do not respond to their findings too willingly. And preparing a good law involves enormous amount of work, he acknowledged.
“What we are doing now is just a concept, and writing the law will take another several months and involve a number of Ukrainian and international experts, but such work should be well paid,” he explains. An hour of a lawyer’s work in Ukraine costs up to several hundred euros, meanwhile government officials receive the same amount as their monthly payment.
“A good budget will attract professionals, create competition and thus ensure the quality of the product,” Antonenko adds. Including professional lawyers when drafting the law can elevate Ukrainian legislation to a new level, but there should be a state-paid budget for such work.
The lawyer believes that if laws that regulate business activity are of high quality, they can move Ukraine closer to Europe, while speculation on gay rights and language issues simply distract public attention from the core legal problems facing the country.
“We need to have a competition of ideas at the governmental and expert levels, what we have now is a competition of political preferences,” Antonenko said.
Antonenko spent more than a month working for a committee to weed out corrupt public officials headed by Egor Sobolev, one of the leaders of EuroMaidan. However, he is not too happy with the effectiveness of the committee.
“When Egor Sobolev headed the lustration committee, he said it would be a miracle if somebody would step in to help and we put aside our client work and stepped in,” Antonenko says.
It took a month to learn how European countries conducted lustration and to consult with various experts, including those from the European Court of Human Rights. The initial criteria for lustration were officials who live beyond their means. “Finally we’ve written a document, a good one, but when we brought it to Sobolev – it appeared that he doesn’t need it anymore and actually thinks that the (initial) criteria were wrong,” Antonenko explains.
Sobolev says that the initial criteria of living beyond one’s means are still valid. “Of course, if a person can’t explain where he gets his money from and what are the sources of income of his relatives, such a person should be lustrated”, he explained.
Sobolev, who passed his version of the draft law on lustration to President Petro Poroshenko on June 13, rejects Antonenko’s criticism.
The Sayenko Kharenko lawyer believes this law is unrealistic. The law stipulates that everyone should be fired from all state institutions, with fresh recruits to take their place. But this is a utopian idea. “Just imagine the liquidation of, let’s say, the Supreme Court of Ukraine,” Antonenko says with a smile.
Antonenko has 15 years of experience in legal practice, and holds law degrees from the Odesa Law Academy and University of Reading. His professional expertise covers corporate law and includes facilitation of corporate mergers and acquisitions.
Kyiv Post staff writer Daryna Shevchenko can be reached at [email protected]
