Strategic investor for capital markets: Commission supported the draft law, subject to further revisions

Ukraine plans to build a vertically integrated capital markets infrastructure in the form of a single holding company and attract a strategic foreign investor to it. This was agreed upon back in 2025 by the National Bank, the Ministry of Finance, the Ministry of Economy, the EBRD, and the Commission. Now, these agreements must be enshrined in law.

The Cabinet of Ministers submitted the corresponding draft law No. 16038 to the Verkhovna Rada on 04 September. The Commission endorsed it, subject to further revisions, and proposed three key amendments.

How the infrastructure should change

The plan is to establish a holding infrastructure company that will bring together the key elements of the market — trading, clearing, settlement, and custodial services. This model is outlined in the Memorandum signed by Ukraine, the NSSMC, and the EBRD in July 2025.

The idea is to create a comprehensive market infrastructure and make it more attractive to strategic investors. Such investors should bring not only capital but also technology, professional expertise, and the opportunity to integrate the Ukrainian market into the international financial system.

What the Commission proposes

Strengthen the role of the state in managing the holding company
The Commission proposes that the state be allocated a 25% stake plus one share. There must also be a mandatory corporate agreement between the state and the strategic investor.

In this regard, the Commission proposes that the list of strategic issues regarding which the state will hold corporate rights be specified directly in the law.

Change the approach to selecting a strategic investor
The winner should not be determined solely based on the size of the contribution to the authorized capital. The commission proposes that technological, professional, financial, and strategic criteria also be taken into account. These include experience managing similar infrastructure, a business model for market development, the potential for international integration, and a willingness to make long-term investments.

The Commission proposes that the competition be deemed to be valid provided that more than one candidate participates, since the investor selection process must allow for the comparison of several alternative proposals.

Ensure equal access to infrastructure
After operators are consolidated under a single holding company, independent market participants should be granted the same terms of access to clearing, settlement, and other infrastructure as companies affiliated with the holding company.

The Commission proposes to enshrine in law the principle of open, equal, and non-discriminatory access to infrastructure and technological services for all operators of organized markets. The Commission should oversee compliance with this principle.

The draft law is currently being reviewed by the relevant Committee of the Verkhovna Rada. The Committee may take the Commission’s proposals into account, but is not required to do so.

The goal of these changes is to set up a modern and comprehensive capital market infrastructure capable of attracting long-term foreign capital and supporting the development of the Ukrainian financial market.