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Work experience

Head of Legal

from 04.2018 to now (6 years 1 month)
One of the largest cryptocurrency exchanges in the EU, Kyiv (Cryptocurrency exchange)

(i) Tax & legal consulting:
•Analysis of tax and legal issues relevant for operations of a cryptocurrency exchange and electronic money institution, as well as affiliated legal entities in various jurisdictions, e.g. the United Kingdom, Malta, the BVI, Estonia, Russia, Ukraine, Turkey.
•Tax and legal structuring of the group of legal entities involved in the business of a cryptocurrency exchange and electronic money institution.
•Analysis of CFC rules implemented in the Russian Federation and their applicability to the target corporate structure of the group.
•Analysis of tax and legal issues relevant for the transfer of business from a limited liability partnership (UK) to a private company limited by shares (UK);
•Analysis of tax and legal issues relevant for implementation of various employment schemes in Ukraine.
•Analysis of reverse charge VAT issues in the UK triggered by the purchase of services from private entrepreneurs registered in Ukraine.
(ii) Legal support of intra-group corporate transactions:
•Legal support of the transaction for the sale of business of a UK-based cryptocurrency exchange (governed by the UK law);
•Drafting & implementation of shareholders’ agreements, call option agreements etc. at the level of Maltese and UK legal entities;
•Legal support of various transactions between minority and majority shareholders, as well as intra-group corporate transactions in the UK, Malta, BVI etc.
•Legal support of initial exchange offerings & listings of tokens/coins on a cryptocurrency exchange, including the coin offered by a cryptocurrency exchange.
(iii) Incorporation & ongoing support:
•Incorporation of UK legal entities, as well as providing following legal support as regards documentation flow of the mentioned entities (Minutes, companies’ registers, online filings etc.), with no assistance from local agents, providers of corporate services etc.
•Legal support as regards the BVI entity incorporation as a cryptocurrency exchanger. Drafting terms of use, privacy policy and other documentation necessary for launching a cryptocurrency exchanger.
•Legal support of liquidation procedures as regards legal entities, registered in various jurisdictions (including the United Kingdom, Sweden, Hong Kong).
•Legal support of registration as a VAT-payer in Turkey of a non-resident electronic service provider (a UK-based legal entity of the group). Monthly legal support of VAT declaration and payments.
•Legal support of incorporation of an operational subsidiary entity in Turkey. Legal analysis of possible employment options and related pitfalls triggered by a Turkish non-citizen.
•Legal support of the Ukrainian entity acquisition by a Maltese holding entity.
•Legal support of immigration procedures in respect of the UBOs in the United Kingdom.

Head of Legal

from 10.2016 to 04.2018 (1 year 6 months)
KRESTON GCG, Kyiv (Consulting, accounting and auditing)

Main responsibilities as regards internal legal matters:
•Leading and supervising contract flow of several entities, primarily as regards services rendered by the company to its clients;
•Dealing with various internal legal matters, including communication on behalf of the company with various state authorities and counterparties;
Main responsibilities as regards the company’s projects for the clients (external consulting part):
•Leading and supervising legal scope of the projects for the company’s clients, including:
- legal due diligences;
- acquisition of foreign companies;
- international tax and corporate restructurings;
- implementation of corporate structures for the clients (including foreign part of the structures)
- consulting clients on various legal matters;
- drafting legal part(-s) of business plans elaborated for the clients etc.
Projects examples:
•Legal due diligence of one of the biggest shopping malls in Kharkiv region;
•Several legal due diligences of agricultural companies;
•Contracts legal due diligence for one of the biggest municipal enterprises in Ukraine;
•Legal due diligence and legal transaction support as regards acquisition of a Swiss-based company;
•Legal and tax consulting for a high net worth individual as regards tax and legal matters for acquiring assets in various jurisdictions;
•Elaboration of a new corporate structure (with companies in various jurisdictions included) for one of the major agricultural holdings in Ukraine;
•Implementation of the new corporate structure for one of the leading companies in alternative energy industry.

Senior Associate

from 10.2012 to 03.2015 (2 years 5 months)
ARZINGER, Kyiv (Legal)

Main practice areas:
•International tax & corporate restructurings;
•Private clients;
•Mergers & acquisitions, legal support of M&A and other investment transactions;
•Legal due diligences;
•Corporate law, Ukrainian direct and indirect taxation.
Responsibilities:
•International tax and corporate restructuring for businesses from various industries (inter alia, real estate & construction, agricultural, energy, alternative energy), elaboration and implementation of proper corporate governance mechanism at the level of non-resident entities, proper tax structuring of investment flows at the level of Ukrainian entities in the course of international tax projects; tax and legal structuring of M&A transactions;
•Legal support of M&A and other investment transactions, including:
-Legal due diligences;
-Structuring M&A transactions: elaboration and implementation of tax efficient corporate structures for M&A transactions;
-Drafting transaction documentation, including governed by UK or Cyprus law, inter alia: shareholders’ agreements, subscription agreements, sale and purchase agreements, relevant resolutions etc.
-Full-scope legal support during M&A transactions (both from the buyer’s or sellers’ sides);
-Representing parties during the negotiation process;
-General management of M&A and other investment transactions, coordination of workflows between the parties to the transactions and tax or legal advisers/service providers;
-Coordination of workflows in the jurisdictions involved by the project.
•Corporate law;
•Advising clients on various legal matters, as well as tax matters related to investment flows and investment transactions.
Projects examples:
•Tax and legal structuring, as well as full legal support of the transaction for acquisition of a shopping mall in Riga (Latvia);
•Tax and legal structuring of the M&A transaction aimed at acquisition of a major stake in the group of Ukrainian companies involved in producing alternative sources of energy. Implementation of the corporate structure for the mentioned scheme (both the Sellers’ and Buyers’ sides). Preparation of the M&A transaction documentation (SPA, shareholders’ agreement etc.);
•Tax and legal structuring for the purposes of developing alternative ownership options in respect of valuable residential real estate objects – for a high net worth Ukrainian individual;
•Tax and legal structuring of the asset possession scheme for one of the major real estate construction companies in Ukraine and CIS region. Implementation of the new corporate structure (including establishment of a private foundation in Panama and implementation of the proper corporate governance procedures at the level of the mentioned private foundation and below).

Senior Consultant

from 09.2010 to 10.2012 (2 years 1 month)
Deloitte, Kyiv (Audit, Tax, Advisory)

Responsibilities:
• International tax and corporate restructuring (including structuring M&A transactions) for businesses from various industries (inter alia, real estate & construction, agricultural, oil & gas), elaboration and implementation of proper corporate governance mechanism at the level of non-resident entities, proper structuring of investment flows at the level of Ukrainian entities in the course of international tax projects;
•Legal support of M&A and other investment transactions, including:
-Legal due diligences;
-Structuring M&A transactions: elaboration and implementation of tax efficient corporate structures for M&A transactions;
-Drafting transaction documentation, including governed by UK or Cyprus law, inter alia: shareholders’ agreements, subscription agreements, sale and purchase agreements, relevant resolutions etc.;
-Full-scope legal support during M&A transactions (both from the buyer’s or sellers’ side);
-Representing parties during the negotiation process;
-General management of M&A and other investment transactions, coordination of workflows between the parties to the transactions and tax or legal advisers/service providers;
-Coordination of workflows in the jurisdictions involved by the project.
• Corporate law;
• Advising clients on various legal matters, inter alia, in the field of:
-Ukrainian corporate and antimonopoly regulations;
-Ukrainian investment and currency control regulations;
-Ukrainian real estate and civil legislation.
• Advising clients on various tax matters (Ukrainian direct and indirect taxation).
Projects examples:
•Tax and legal structuring of acquisition via debt financing scheme, as well as legal due diligence of the major Ukrainian filling station chain for the international multibillion private equity fund;
•Legal due diligence of the previously acquired assets, as well as tax and legal structuring of the assets ownership in flour milling industry (for the purpose of future M&A transaction);
•Tax and legal structuring of the acquisition scheme as regards 49% stake in one of the major Ukrainian agricultural holdings for Middle East state investment fund. Legal Due Diligence of the target Ukrainian agricultural holding for the purposes of the mentioned transaction. Legal support of the M&A transaction in collaboration with London office of Allen & Overy (on the buyer’s side);
•Legal support (from the Sellers’ side) of the M&A transaction as regards major stake (75%) in one of the major tourism operator in CIS region. The transaction covered tax and legal matters in such jurisdictions as Ukraine, Russia, Belorussia, Egypt, and Turkey;
•Tax structuring for an international private equity fund as regards debt financing into the group of companies in Ukraine and Poland, involved in production of foodstuff.

Associate

from 12.2009 to 08.2010 (8 months)
Volkov Koziakov and Partners Law Office, Kyiv (Legal)

Responsibilities:
•Legal Practice: corporate and antimonopoly legislation, investment and currency control regulations, real estate and civil legislation, including: leases; renewal of conserved gas shells; providing financing to a legal entity and financial institution in Ukraine via letters of credit; a team member in different projects, including: a multimillion loan to a major agriculture holding; a permission of the AMCU to a major CIS financial institution.
•Tax Practice: Ukrainian taxation (direct and indirect taxes); primarily CIT, VAT and other tax issues, which arise during business transactions with real estate, securities and corporate rights.
•Tax litigation practice, including few multimillion courts cases, e.g. (i) case on one of the world-leading beverages enterprise’s gross tax expensed and VAT credit with respect to marketing/merchandising expenditures; (ii) VAT refund case.

Legal advisor

from 08.2008 to 11.2009 (1 year 3 months)
Kovalenko Bros. Legal Aid Bureau, Kyiv (Legal)

Responsibilities:
• Advising clients on various tax and legal matters, in particular, in the field of:
-Ukrainian taxation (direct and indirect taxes); primarily CIT, VAT and other tax issues, which arise during business transactions with real estate, securities and corporate rights;
-Ukrainian real estate, corporate and civil legislation;
• Litigation practice, primarily real estate (including several multimillion) cases and cases in the field of small-scale privatization.

Education

Kyiv – Mohyla Academy

Law Faculty, Київ
Higher, from 2001 to 2008 (6 years 9 months)

Additional education and certificates

International Tax Corporate Structuring School - 2 (Prague, Czech Republic)

October 19-21, 2011

Deloitte Ukraine: Annual tax and legal training

2011, 2012

Language proficiencies

• English — fluent
• Ukrainian — fluent
• Russian — fluent