Legal work for clients – organizations and individuals: 1). Legal support for cross-border litigation “Bank Trust and Bank Otkrytiye vs. former beneficial owners Boris Mints and his sons” – several cases heard by the High Court of Justice in London, LCIA, Cyprus state courts and Russian state criminal court (amount in dispute is about $ 570 mln); 2). Legal support for the launch of IT-startup – goods marketplace (drafting of all necessary documentation – terms of service, user agreement, confidentiality and personal data protection policy, code of conduct, corporate documents – charter, resolutions, template agreements – labour agreements with developers and other employees, license agreement, agency agreement; designing corporate structure and legal scheme of the project; mitigation of legal risks; protection of intellectual property; drafting and amending regular agreements – sale-purchase, service, lease of premises, service and license agreements with external software developers, agreements with payment services, banks, etc.); 3). Contract work – drafting, reviewing and amending different civil contracts under Russian law; 4). Legal support for corporate affairs in Russian legal entities – incorporation of companies, drafting charters, resolutions and other corporate documents, support for generals meetings of shareholders, meetings of BoDs, etc.

Legal support for the ABBYY’s non-Russian entities in the USA, Germany, France, England, Australia, Japan, Cyrus, Ukraine, Dubai: 1). Contract work – drafting and amending of different agreements (SDK License Agreement, EULA, labour and service agreements with developers, regular civil contracts); 2). Corporate governance – drafting and amending different corporate documentation, corporate policies including Code of Conduct for BoD, resolutions, bylaws, etc.; legal support for different corporate events including BoD, shareholders meetings, sale-purchase of shares; taking first steps to prepare ABBYY Group for IPO, etc.); 3). M&A transaction (change of business partner in a subsidiary IT-business, change of ABBYY’s role as an investor in this joint venture) – development of the deal structure, drafting and amending term sheet, SHA, SPAs under English and Russian law, option agreements, non-disclosure agreement, corporate resolutions and other necessary documentation, negotiating terms and conditions with counterparties and external legal advisors; 4). Handling legal projects – (a) update of template license agreements under Russian and foreign law, (b) development of global contract approval procedure, (c) drafting data protection policy, (d) legaltech project – implementation of software for archive of corporate documents, (e) liquidation of the ABBYY’s Canadian office, (f) drafting legal documents for the option program for top-management employees (shares in Cyprus company); 5). Leading a team of lawyers (5 direct subordinates in Moscow office, 3 functional subordinates in the USA, Germany and Cyprus offices).

Overall legal support for all activities of the management company of the FINPROMBANK Group of companies including investments into various businesses (IT, real estate, retail, industrial, science, etc.): 1). M&A transactions, investments, partnerships (types of transactions: investments in IT-startups, real estate and other businesses, attraction of new investors in FINPROMBANK and its subsidiary companies, buyout of a partner’s share in a subsidiary business, sale of FINPROMBANK share in subsidiary businesses) – deal structuring, due diligence, preparation of all necessary documentation under Russian, English and Cyprus law: SPA, SHA, term sheets, letters of intent, memorandum of understanding, non-disclosure agreements, pledge agreements, loan facility agreements, corporate resolutions, statement of completion, etc.; negotiating terms and conditions with counterparts; handling, or participation in, deal closing; 2). Legal support for project and corporate financing – drafting, reviewing and amending different agreements (loan, credit facility, share pledge, mortgage, suretyship, option agreements, etc.), documentation necessary for issuance of Russian and Cyprus bonds, Eurobonds (prospectus etc.), for fund raising by increase of share capital; communicating with banks and other counterparts to agree on, and approve, draft documents; 3). Monitoring of legislation, identification and mitigation of legal risks, advising on different legal matters, drafting legal opinions;  4). Regular contract and corporate affairs work – drafting different civil agreements under Russian, English and Cyprus law (including software license agreements), handling real estate transactions (sale-purchase, lease), handling corporate formalities in the entities of FINPROMBANK Group (about 100 legal entities in Russia, Cyprus, BVI); 5). Leading a team of lawyers (5 direct subordinates) and external advisors.

Handling all corporate formalities in an international public company AFI DEVELOPMENT PLC (listing on London Stock Exchange, incorporated in Cyprus) and its subsidiaries in Russia, Cyprus, BVI, Ukraine, and Luxembourg (approx. 100 legal entities): 1). Legal support for all corporate events and actions in the companies of AFI Group including the public company  – incorporation, reorganization and liquidation of legal entities in the indicated jurisdictions; redesigning of corporate structure of AFI Group; communication with London Stock Exchange, making announcements, disclosure; legal support for the BoD meetings in the public company, meetings of shareholders, IR relations; drafting corporate resolutions; handling registration with state authorities; drafting and amending charters and other corporate documents; legal support for increase or decrease of share capital, change of directors, secretaries, addresses, etc.; 2). M&A transactions and partnerships (type of transactions – purchase or sale of major real estate assets) – due diligence, deal structuring, drafting all necessary documents under Russian, English and Cyprus law (SPA, SHA, term sheets, MoU, LoI, NDA, termination of loan agreements, share pledge, etc.), participation in closing; monitoring compliance with existing shareholders agreements; 3). Legal support for project financing – drafting and amending credit/loan facility agreements, share pledge, mortgage, surety agreements, etc., and all necessary corporate resolutions; negotiating with banks;  4). Coordination of work of AFI DEVELOPMENT Cyprus secretary; 5). Leading a team of lawyers (2 direct subordinates) and external advisors.

Recovery of corporate distressed debts in different jurisdictions (England, Cyprus, BVI, France, Switzerland, Germany, Russia) and LCIA: 1). Handling international cross-border litigation projects and international commercial arbitration cases in the indicated jurisdictions (types of claims: recovery of debts, civil fraud, enforcement of security, injunctive remedies including worldwide freezing order, and bankruptcy proceedings) – developing of litigation strategy, preparation of necessary documents (evidences, litigation documents, etc.), engagement of external local advisors; the major project was the cross-border litigation case “VTB Capital Plc v Nutritek International Corp” (www.wikipedia.org/wiki/VTB_Capital_plc_v_Nutritek_International_Corp), amount in dispute approx. $ 300 mln.; 2). Asset management – coordination of activities of enterprises and property obtained by VTB Bank as charged assets or debt settlement, approval of major transactions of these entities and their business strategy, preparation of the assets for sale (change of corporate structure of the asset, drafting necessary contractual documents, obtaining internal approvals of transaction by VTB Bank Board of Directors or Committees); 3). M&A transaction (sale of diary plant) – negotiating terms and conditions, and deal structure with purchaser, drafting deal documentation; 4). Regular contract work – drafting, reviewing and amending different contracts under Russian and foreign law.

General legal support for activities of the company: 1). Contract work – drafting, reviewing and amending different civil contracts under Russian law including software license agreements, trademark license agreements, agency, trust management, sale-purchase, services, leasing agreements, etc.; 2). Litigation and arbitration – handling cases in Russian regular and arbitrazh courts (recovery of debts, claims against sureties, bankruptcy proceedings), LCIA (debt recovery under defaulted Eurobonds); 3). Protection of intellectual property rights – registration of trademarks and trademark license agreements with Rospatent (authorized state authority); 4). M&A transactions under English law (purchase of major real estate assets in Moscow and Vilnius) – due diligence, drafting contractual documentation (SPA, non-disclosure agreements, term sheets, etc.); 5). Legal support for transactions with securities and transactions on different stock exchanges, activities of investment funds, transactions with Eurobonds; 6). Corporate work – incorporation of Russian legal entities, drafting corporate resolutions, amending corporate charters, etc.

General legal support for activities of major retail company (cosmetics and perfumes): 1). Protection of IP rights – registration of trademarks, databases and trademark license agreements with Rospatent (authorized state authority); 2). Contract work – drafting, reviewing and amending different contracts including software license agreements, trademark license agreements, supply agreements, lease of real estate, services agreements, confidentiality agreement etc.; legal support for cross-border transactions subject to Russian and foreign laws (e.g.: major deals for supply of goods from abroad), participation in negotiations with contractors in English language; 3). Legal support for corporate events in the companies of L’Etoile Group including annual general and extraordinary shareholders meetings, meetings of participants, board of directors, committees, appointment of general directors, registration of legal address, etc.; 4). Litigation in Russian regular and arbitrazh courts.

General legal support for activities of real estate agency and boutique law firm: 1). Legal support for different real estate transactions – purchase and sale, lease, mortgage, gift, privatization, etc.; 2). Legal support for corporate events in Russian companies – incorporation, reorganization, liquidation, issuance of shares, increase/decrease of share capital, change of directors, addresses, amendment of charters, etc.; 3). Advising clients on different legal matters, drafting legal opinions.