According to Valentyn Zasukha, Senior Partner at Hillmont Partners, investors in 2026 will analyse not only tax rates, but also the possibility of a quick exit from the business without toxic consequences. In his interview with Yurydychna Gazeta, Valentyn Zasukha discussed the risks he sees for investors, areas where the most significant transaction activity is expected, and whether there is competition between humans and AI.
— What factors will determine Ukraine's investment and M&A market in 2026?
— The obvious factor is the war (defence and dual-use). This includes, in particular, more active entry of investors, both financial and industrial. On the other hand, given the risk of infrastructure destruction, investors will relocate their assets for business security.
There are certain issues: the inability to ensure continuous production due to air attacks, the increase in production costs due to the cost of generators, the inability to use generators by energy-intensive businesses, etc. Legislators need to pay attention to these issues and suggest regulatory solutions that would make relocation as easy as possible.
— What risks do you consider to be key for investors?
— In 2026, we are seeing a clear focus among investors on mechanisms for managing military risk, optimisation and ensuring security against further intensification.
While in 2022-2023 geopolitical and military risks were critical for many investors in terms of doing business in Ukraine, today investors are moving towards a differentiated analysis, focusing on specific geographies and individual regions for investment — for example, those that are more protected.
Priority is usually given to western Ukraine, which is formalised accordingly in investment and operational documentation, in particular by determining the location of assets, operational centres and key functions. Investors are already systematically analysing the location of assets within the country, the dependence of the business on critical infrastructure, the ability to ensure uninterrupted logistics and energy supply, as well as the availability and retention of personnel.
The sanctions risks of recent years confirm that predicting them is extremely difficult, given the introduction of sanctions against individuals who were not previously the focus of regulatory attention. In this regard, investors will increasingly analyse UBOs, their connections, asset ownership history, former partners, supply chains, counterparties and end users.
Verification of partners in terms of sanctions risks is gradually becoming more thorough and complex: formal checks of sanctions lists and links with the aggressor country are no longer sufficient. The scope and depth of checks on potential counterparties is expected to expand further.
— How have requests from Ukrainian businesses changed depending on the sector (finance, retail, IT, other industries)?
— Last year, the large real estate sector saw a slight revival. When it comes to finance/banking/leasing, the key shift has been from traditional lending to risk-sharing structures and controlled capital. Businesses are no longer willing to take on the full sovereign risk of the country, as well as operational risk.
Typical requests include portfolio guarantees (insurance against military risks, liquidation preferences for private capital at the expense of sovereign funds and international financial organisations), and partial credit guarantees.
For businesses, access to financing is more important than maximum valuation, as well as a clear cash flow (even at a lower margin). The requests have shifted to restructuring the business model to meet the requirements of banks/international financing agencies, restructuring agreements with counterparties, transparency of payment history, related parties, and internal loans.
As for the defence sector, we are seeing a request for partnerships with recognised global players, increased attention to export control and the movement of dual-use goods, restrictions on technology transfer, and the involvement of strategic partnerships.
As for IT, many companies have considered relocation. In Ukraine, the IT market is more than consolidated and divided among key players. Currently, the IT market is concerned about the introduction of VAT for sole proprietors, as this will radically change the business model.
— We are seeing a trend towards consolidation in the financial sector and retail. Do you expect a wave of acquisitions of small players by large ones?
— We are tracking several landmark transactions in the financial sector. In particular, in April 2025, Poland's Getin Holding SA sold 100% of its shares in Idea Bank (Lviv) to the TAS group on its third attempt.
Will small players continue to be acquired in the future? When it comes to the banking sector, acquisitions are only possible in terms of licences, not businesses, teams or platforms. To build a large business, you need to invest in technology and IT, and that investment never pays off 1:1 when you sell next.
When it comes to retail, there are powerful players. But the question is how interested they are in consolidating local players around themselves (in general, it is not so easy to agree with them on business valuation), as well as how interested such players are in businesses that have historically developed in an operationally inefficient manner. The retail market has definitely experienced a series of consolidations over the past 10-15 years — at least, I can immediately think of two or three leaders who have high-quality teams for these consolidations. They have excellent expertise.
There are some interesting cases from 2025, namely MHP and Farmak.
In January 2025, MHP received confirmation from the AMCU regarding permission to acquire 100% of the corporate rights in Miasnyi Hutir LLC, and in March of the same year announced the successful completion of the accession period under the Share Purchase Agreement with the shareholders of Grupo UVESA, one of the leaders in the Spanish food industry in the field of poultry meat production. After signing the SPA with shareholders representing 41% of UVESA's share capital, MHP entered into additional accession agreements with other shareholders, which allowed MHP to acquire more than 92% of UVESA's share capital. The value of the deal has not been disclosed, but market experts estimate it to be between €200 million and €275 million.
As for Farmak, it was the first Ukrainian pharmaceutical manufacturer to “break into Europe” in the mid-2000s. After the start of the full-scale war, the company consolidated its international assets under the Farmak International brand and registered its headquarters in Switzerland.
In 2024, Farmak acquired the Polish marketing company Symphar for $15-20 million, later that year it acquired the British group of companies A&S Group, and in 2025 it invested €35 million and built a plant in Barcelona from scratch.
However, I must say that, in general, the pharmaceutical market (manufacturers, distributors, etc.) is in turmoil. Regulatory policy certainly creates legal uncertainty: the state must stop playing with regulatory levers, effectively creating various discriminatory conditions.
I would like to highlight the deal announced by Amber Infrastructure and Dragon Capital (these companies won a pan-European market selection procedure with their investment concept of creating a European fund for the reconstruction of Ukraine. The joint fund aims to mobilise around €1 billion in capital for investment in the reconstruction of the Ukrainian economy – ed.).
— In which sectors is the highest volume of transactions expected in 2026?
— There are several areas.
- Energy and energy infrastructure. The reason is obvious: energy security has become a “top priority”, and it is already backed by a significant pool of funding/guarantees from international institutions and programmes for war risk insurance/guarantees, which lower the threshold for private deals.
- Construction/materials/infrastructure. In the future, this will be one of the main factors for mergers and acquisitions through reconstruction and modernisation.
- Agricultural and export logistics (elevators, terminals, ports/transshipment, trading). Here, both distressed asset deals (debt history, forced asset recovery for debts, change of control) and classic market deals are possible.
- Financial sector and quasi-financial services. Growth is expected in transactions involving access to SME financing, risk-sharing portfolio models, and partnerships between banks/leasing companies and international financial institutions.
- IT/tech and defence-related industries (mainly selective M&A). The overall market trend is clear: there are more deals, most of them are private, but there are few large cheques. Investors are interested in either technology businesses with positive cash flow or strategic assets.
It can be said that in 2025, Ukrainian M&A “revived”, but mostly due to local investors and without mega-deals; the average cheque/publicity is limited. This trend will continue in 2026.
Today, clients are paying much more attention to local instruments – corporate agreements, irrevocable powers of attorney and similar tools, which are used very often and effectively. The emphasis is on what a start-up might be interested in, in particular the right mechanisms. The tools of classic venture financing are becoming commonplace. First, an investor takes a risk, returns its investment, and if there is a profit, it receive a proportional share thereof.
— What regulatory and judicial changes have the greatest impact on the structuring and terms of agreements?
— Everyone is actively watching the initiative on the control regime for foreign direct investment. This adds three months to the approval of transactions, which significantly changes the time frame that existed before. Is this critical? No. It is also absolutely appropriate for strategic sectors of the Ukrainian economy. This prospect coincides with increased attention from private sector players when checking counterparties for links to sanctioned individuals, as we discussed earlier.
Unfortunately, we see the following problem: part of the state – law enforcement – does not operate according to the logic of transactions and attracting investment. We discuss this approach by law enforcement agencies in the context of the risks of doing business in the country in general in every transaction.
In the judicial sector, we see a trend towards uniformity of practice. On the one hand, there are certain gaps in the legislation, but this does not affect the judicial system as a whole, which should not be involved in law-making. The law should help, not hinder or create such uncertainty that people are afraid to do anything. We do not need three groups of lawyers and three court instances (sometimes a total of six instances) to finally understand how to buy, sell, or negotiate something. Everything should be simpler.
— What asset protection models are most in demand right now?
— Attracting American or British investors as a mechanism for ensuring business security. Everything else is secondary. Even compliance at the level of a Ukrainian company will never be perfect and will not insure against claims from the state.
— What new investor protection/risk minimisation tools have you encountered in recent transactions?
— When it comes to contractual investor protection, these are classic mechanisms for venture financing, such as the introduction of so-called liquidation preferences (in addition to the usual corporate governance rules for management voting, control of key decisions, etc.).
The state tried to create a Council for the Protection of Investors' Rights under the Office of the President, but it did not become an institutional body. This is not a criticism, but a wish: I would like the voices of international and national business lobbyists to be truly heard. We are talking about the state – so that the social agreement between the business community and the state is be and works properly. Philosophically speaking, this is the right approach. Does the state accept such ideas? I don't know.
— Which jurisdictions will be the most popular for structuring investments in 2026?
— In 2026, investors will look at tax rates and real mechanisms for legal protection of their rights, sanction neutrality/predictability, access to financing and guarantees (international and sovereign financing agencies, intergovernmental funds), perception by banks and auditors, and the possibility of a quick exit without toxic consequences.
Despite other jurisdictions with independent “gold standards”, the UK will continue to enjoy high popularity. This is primarily due to its well-known and established standards for shareholder agreements and financial documentation, a highly transparent corporate structure, high enforcement efficiency, predictability of law enforcement, availability of professional liability insurance, and the clarity of the jurisdiction for investment funds, particularly for American investors.
Despite certain disadvantages compared to other jurisdictions (it is not a low-tax jurisdiction, has high substance requirements and relatively high service costs), the United Kingdom is likely to remain one of the three key jurisdictions for structuring.
As for Cyprus, it will remain an option for structuring, despite higher tax rates and a generally more sceptical attitude of tax authorities towards corporations from this jurisdiction, particularly in terms of requirements for establishing a real centre of effective control over business in the jurisdiction. At the same time, it will no longer serve as a mass hub, as it did before.
Cyprus is likely to be used for specific instruments or structures, in particular with the search for practical models for forming a real centre of effective control over business in the jurisdiction. Cyprus is expected to remain primarily an intermediate holding structure rather than a jurisdiction consolidating all assets, as was widely practised in previous years. From a structuring perspective, the main disadvantage of Cyprus as a jurisdiction is the lack of a mutual investment protection agreement with Ukraine.
Offshore jurisdictions have effectively lost their relevance over the past few years. This trend is likely to continue in the future.
In addition, Estonia, for example, will have a number of advantages, in particular due to its geographical and business proximity to Ukraine. However, given its tax and regulatory features, the likelihood of its use as a key jurisdiction for structuring is limited, which means it is not the best choice for complex holding structures.
— How is the demand for structuring Ukrainian capital abroad changing? Do you feel a change in the attitude of foreign jurisdictions/banks towards Ukrainian capital?
— There is much more work. We observe an attitude of “war is war, but we have to do our job” from the point of view of the ultimate beneficiaries regarding company registration, opening accounts, etc.
A number of jurisdictions do not distinguish between passports of countries hostile to us, while others, even friendly ones, do not send any payments to Ukraine (generally considered a “grey zone”) for fear of risks. This is not a systemic issue, but a specific one.
The devil is in the details. We need to start with the technicalities: will the company that the client wants to use as a holding or trading company be able to open an account? We start with this, and then move on to the corporate part. If the answer to this question is negative, then in principle the project is over. There is no need to create transactional uncertainty for the client by forming “stillborn” corporate decisions.
— How is the role of legal counsel changing in large transactions and investment projects?
— There is no radical change. There is no specific typology for legal counsel roles — there are only a few of them. Either it is a person who manages everything (sometimes even the commercial part), or it is a person who works in a back-office mode, receiving instructions and providing, so to speak, transaction templates (without even knowing the party).
We must provide solutions to our clients. This means that we must have a sufficient network of counterparties in whom we have more confidence than ourselves (depending on the specifics of the transaction: whether it is a servicing bank, a corporate foreign agent, a tax advisor, etc.).
— What in your opinion is the role of AI in business?
— This is a major topic of discussion in the legal community. Should tasks be delegated to young lawyers or to AI? For example, drafting a project sequence, scheduling meetings, preparing correspondence on a given topic, etc. It is already clear that it will be more difficult for junior lawyers to compete with AI.
I am not talking specifically about our firm, but about the general trend for the future — for the next 5-10 years. If there is less demand for junior lawyers, then there will be no strong counsels or partners in the future.
From the perspective of law firms, AI will not sell or replace partners. From the perspective of clients, I am concerned that their enthusiasm for artificial intelligence will have a negative impact on processes.
— Name three factors that will determine M&A and asset structuring in the next two to three years.
— The war and its end. The investment climate (legal certainty, etc.). Mentality. In my opinion, the new generation of Ukrainian businesspeople has not only grown up but also become stronger — we are seeing integrity and transactional predictability.
