Corporate and Transactional Work

• Represented a 50% shareholder of TransPerfect Global, Inc., a large international translation and language services company, in connection with an auction for the remaining 50% of shares of the company.
• Advised a major global provider of telecommunication services in connection with the proposed merger structure, assisted on negotiating a LOI with another telecommunication company.
• Advised a large foreign manufacturing company in connection with a joint venture with a U.S. entity with the purpose of developing a U.S. manufacturing and sales presence.
• Advised TransPerfect Global, Inc. on various corporate matters, including setting up subsidiary companies in new jurisdictions, preparing formation and other governing documents, advising on issues relating to employment contracts, software development contracts and master service agreements.
• Represented ExactPro Systems LLC, an international software company with a presence in the U.S., U.K. and CIS, in connection with the sale of 100% of its shares to the London Stock Exchange Group.
• Represented Raven Russia Ltd., a major listed property investment company, in connection with a proposed multi-million dollar acquisition of a large commercial warehouse facility in Russia.
• Advised UFG Private Equity in connection with the proposed sale-leaseback transaction related to a large number of infrastructure telecommunication towers in Kazakhstan and Russia owned by a major Russian telecommunication company.
• Advised AIG in connection with its intercompany loan restructuring and subsequent liquidation of its subsidiary company in Russia.
• Advised a 50% shareholder in the Real Estate Development Joint Venture on its exit strategies under its Joint Venture Agreement with another shareholder and possible return of its investment in the amount of $20 million.
• Represented a major foreign investor in connection with a proposed $25 million sale of his shareholdings in a joint venture to the other shareholder of the joint venture.
• Advised a U.S. private equity fund concentrating on the real estate, energy and technology sectors in connection with a real estate development project in New York City.
• Represented an Italian construction company in negotiating and drafting various commercial contracts with their sub-contractors and clients in the U.S.
• Advised Deutsche Bank AG in connection with its Russian subsidiary’s corporate matters.

Corporate Governance and Commercial Litigation

• Represented several major shareholders of TransPerfect Global Inc. in various disputes arising out of a court ordered sale of a company, including an alleged violation of the shareholders’ constitutional rights by the court appointed custodian and enforcement of the securities purchase agreement against the selling shareholder.
• Represented a shareholder of a company in JAMS Commercial Arbitration Tribunal in a dispute arising out of an alleged breach of the engagement agreement entered between the shareholder and his financial advisor in connection with a proposed stalking horse transaction.
• Represented a company in a derivative action against its director’s advisors that were engaged in an alleged aiding and abetting breach of fiduciary duty, mismanagement and waste of corporate assets.
• Represented an offshore BVI company in a dispute arising out of an alleged security fraud, conversion of escrow funds and breach of fiduciary duty by its former advisors.
• Represented a company in state and federal actions arising out of disputes with former employees seeking an alleged promised of securities in the company, unpaid compensation and other damages.
• Represented an entertainment and production company and a former talent manager in a dispute arising out of an alleged breach of a management contract and unpaid commissions by a world renowned pop musician.
• Represented a New York trust in an action in federal court against allegations of international money laundering and unjust enrichment brought by creditors of a Russian bank undergoing a bankruptcy proceeding.
• Defended several limited liability companies of Ginza Group, a well-known international restaurant chain, in a number of state actions along with an ICC arbitration arising out of an alleged violation of an investment contract and an alleged breach of fiduciary duty by the company’s managers.
• Represented a well-known New York City restaurant on appeal from the order of the New York Supreme Court granting a motion for summary judgment in favour of the restaurant and against the restaurant’s former managers for breach of fiduciary duties and misappropriation of approximately $3.7 million.
• Represented an officer and director of a company in a state action sounding in malicious prosecution and violation of judiciary law; “second chaired” to Professor Allan Dershowitz on the same dispute in the New York Appellate Division, First Department.