Home / Annual Review 2019 – 2020 / Facing the future / Ukrainian Gas Transmission System unbundling
  1. Facing the future
    1. ALPLA expands its global plastic recycling capabilities
    2. Solving global challenges
    3. Advising on a EUR 1.1bn Bulgarian gas pipeline procurement
    4. Selling the Merkur offshore wind farm
    5. Ukrainian Gas Transmission System unbundling
    6. The green economy: identifying primary risks and key opportunities
  2. Navigating a changing world
    1. Data and risk: challenges in an uncertain world
    2. CMS advises on major East Africa paint transaction
    3. Commerz Real lands the largest deal in its history
    4. Helping Teyliom Hospitality’s expansion in Central and West Africa
    5. Shaping the new normal
    6. Working through the COVID-19 lockdown
  3. Harnessing technology
    1. Technology: a unifying force
    2. Online gambling grows as Gamesys is sold to JPJ Group
    3. CMS advises on first ever European real estate transaction using blockchain
    4. CymbiQ Group on expansion course
    5. CMS helps Korean investors acquire prime real estate assets
    6. Lupl delivers transformative open industry platform for legal matters
    7. MultiChoice separates from Naspers and lists on JSE
    8. CMS advises on ‘Train Maya’ rail project
    9. Smart living: creating a framework for disruption and innovation
    10. CMS helps the BBC launch the streaming service BritBox in the UK
  4. Managing risk
    1. The true cost of ESG
    2. CMS advises Blackstone on its investment in Carrix
    3. CMS advises Zentiva on its acquisition of Alvogen
    4. ST Pharm establishes new medical testing and analysis business line
    5. Colgate-Palmolive acquires premium anti-ageing skin care brand
  5. Inside CMS
    1. CMS Academy adds participants through digital learning
  6. CSR and Diversity & Inclusion
    1. Diversity and Inclusion at CMS UK
    2. Médecins Sans Frontières (MSF): CMS Charity Partner
  7. Interviews
    1. Interview with Gabriela Staber
    2. Interview with Sophie Marquet
    3. Interview with Courtney Rothery
    4. Interview with María González Gordon
    5. Interview with Mariel Dimsey
    6. Interview with Nedžida Salihović-Whalen
    7. Interview with Annemieke Hazelhoff
    8. Interview with Michelle Barclay
    9. Interview with Gerlind Wisskirchen

Ukrainian Gas Transmission System unbundling

Our work covered many aspects involving a full-service team of corporate, energy, regulatory and employment specialists, as well as real estate experts for the due diligence on the actual gas pipeline, estimated at USD 14bn.
Maria Orlyk



At the beginning of 2020, Ukraine completed a landmark split of Naftogaz, the state-run energy giant. The aim was to align itself with the EU’s Third Energy Package, which requires a separation of gas transmission systems from supply and production.

This unprecedented move resulted in the creation of Gas Transmission System Operator of Ukraine (GTSOU). This new, independent system operator is separate from Naftogaz’s gas production, supply, distribution and storage entities.

CMS lawyers advised the World Bank, the Energy Community Secretariat and Main Gas Pipelines of Ukraine (MGU PJSC) on this process. Maria Orlyk, a Corporate / M & A partner at CMS in Kyiv and the lead legal expert under the European Commission-awarded contract, said that identifying the right unbundling model was especially challenging given that the legislative and regulatory environment had to be developed in line with EU rules. “Our work covered many aspects involving a full-service team of corporate, energy, regulatory and employment specialists, as well as real estate experts for the due diligence on the actual gas pipeline, estimated at USD 14bn,” she explained. CMS’s reputation and expertise in all these areas was key to winning the matter.

The Kyiv team’s collaboration with other CMS offices, particularly Vienna, was crucial in handling EU legislative issues. The unbundling from Naftogaz through acquisition of GTSOU by the specially established state company MGU PJSC, wholly owned by the Ministry of Finance of Ukraine, involved complex M&A work and corporate governance advice. Additionally, the split from Naftogaz resulted in the transfer of some 12,000 workers, requiring extensive employment advice from the CMS team.  The whole process was initially complicated by then open arbitration claims between Gazprom and Naftogaz, which were settled in December 2019.

The gas transmission system unbundling has paved the way for a new gas transit contract with Russia’s Gazprom and an uninterrupted gas supply to Europe. The Ukraine gas pipeline run by GTSOU is now one of Russia’s primary gas transit routes into Europe. In December 2019, a new deal was eventually signed with Gazprom to transport gas to Europe for another five years.

Key contacts

Maria Orlyk
Maria Orlyk
Managing Partner
T +380 44 500 1718