TMTLegal support

formerly Goltsblat BLP in Russia

Telecommunications, Media and Technologies / 02

In-depth understanding of the specifics of the TMT sector.The Legal 500 2019

Ekaterina DedovaPartner, Head of TMTekaterina.dedova@bclplaw.comT: +7 495 287 44 44

The lawyers of Bryan Cave Leighton Paisner (Russia) LLP, the Russian practice of Bryan Cave Leighton Paisner LLP, have extensive experience of advising and acting for telecommunications, media and technology (TMT) companies.

Our team of lawyers takes pride in its role as a regular, active and reliable adviser to the companies of TMT sector, prooving the extensive experience in the industry and an in-depth knowledge of telecommunications specifics ranging from corporate and commercial aspects of telecommunications company business to industry-related technical and regulatory issues.

Our TMT team offers a broad range of legal services for the industry as a whole, including in such areas of business as:

• digital economy: cryptocurrencies and ICO;• communications and information transmission services;• financial technology;• payment systems;• information security;• IT;• TV programming and TV content development;• on-air and digital broadcasting;• media.

One of the firm’s advantages distinguishing us from our peers is a strong, diversified team of lawyers focusing on various legal disciplines. Among other things, they have a considerable track record in advising TMT companies and understand the specifics of a particular business. It is specifically this cross-departmental cooperation that enables us to render effective legal services to TMT clients, while at all times retaining a practice-driven approach and offering effective solutions to the challenges faced by businesses. We cover the full range of disciplines in which clients might need legal support implying excellent knowledge of sector specifics: financing, licensing, compliance, litigation, competition and employment, with a special focus on Corporate / M&A and IP legal support.

Client base provides us with a solid understanding of the marketplace and the key issues that might arise.

Our aim is to provide excellent legal services to our clients on an on-going basis and, in the vast majority of cases, we are successful in building strong, long-term relations with them.

Ekaterina Dedova

was selected by peers as one of the best lawyers in Russia in the field of

Information Technology LawBest Lawyers in Russia

2018 -2019 Editions

Advice toDa Vinci Capital Management -Winning project in the special

“Digital Economy” category of the Pravo.ru-300 2018 award.

Project head - Ekaterina Dedova, Partner, Head of ТМТ

01 / Telecommunications, Media and Technologies

Our international team provides support at 32 offices in major commercial and financial centres throughout the world.

Over 20 years’ experience of providing transactional support for inbound and outbound investments by Russian and international clients.

cross-border client projects delivered in the last 18 months, with 68 requiring us to project manage between 5 and 48 firms.

32 offices

> 650 Bryan Cave Leighton Paisner (Russia) LLP is an award-winning firm:

• Russia Law Firm of the Year – Chambers Europe Awards 2015 and shortlisted for 2016–2017

• International Law Firm of the Year - Legal Business Awards 2015–2016 (shortlisted)

• International Law Firm of the Year – The Lawyer European Awards 2014

• Client Service Law Firm of the Year – Chambers Europe Awards 2014• Ranked 3d in the top 10 leading international law firms in Russia

(according to Best Lawyers 2018 Edition)

European Awards2014

International Law Firm of the Year

Winner

Ekaterina Dedova is highly recommended by major international legal directories, such as The Legal 500 EMEA, Сhambers & Partners, and draws praise for her high-level client service and very strong corporate expertise in the TMT sector.

#1Band 1 in Russia for TMT (Pravo.ru-300 2018)

>20YEARS

Telecommunications, Media and Technologies / 0403 / Telecommunications, Media and Technologies

OUR SERVICES

Employment and Immigration • Advice on cooperation between TMT-companies and their employees• Personal data protection• Employment restructuring, liaisons with trades unions and corporate pension schemes• Immigration issues relating to employment of foreign manpower• Paperwork required for Russian legal entities and permanent establishments to hire foreign

manpower

Competition & antitrust• Carrying out antitrust internal audits and mock dawn raids;• Advising on application of the rules governing abuse of a dominant position and restrictive

agreements• Supporting companies during dawn raids and antitrust audits• Handling antimonopoly cases examined by the FAS of Russia and its territorial bodies• Advising on civil contracts in relation to their compliance with competition law• Analysing and developing business models on the basis of competition law• Representing clients in court litigations against the antimonopoly authorities• Advising on merger control and related strategic matters, including obtaining clearance from

the Russian antimonopoly authorities and other competition authorities• Advising on application of the rules on unfair competition• Assisting clients in challenging the outcome of tender procedures.

Dispute Resolution• Representing clients in regional arbitration courts and in courts of general jurisdiction of all

levels, including the Supreme Court and the Constitutional Court of the Russian Federation• Court disputes challenging issue of licences and other permits • International arbitration

Taxation• Tax restructuring and tax planning• Developing financing alternatives for subsidiaries• Acting for clients before tax authorities and in courts• Insolvency and bankruptcy

Intellectual Property and Advertising • Forming an IP portfolio of new assets • Licensing and franchise agreements, including know-how licensing and use• Legal support for combating counterfeit products, including by making the best use of the customs

register• Advice on how to use IP assets without infringing on third party rights• Acting for clients in all disputes over violation of intellectual property rights, including patent

disputes• Acting before the Russian patent office (Rospatent) on all matters of trade mark registration and

patenting, including in the Patent Dispute Chamber of Rospatent• Advice on specifics of advertising TMT equipment and devices, including on the Internet• Recommendations on holding marketing events, legal analysis of promotional events, advice on

implementing advertising campaigns, registration of and legal assistance with lotteries• Acting for clients in disputes with the Russian Federal Antimonopoly Service, in particular, over

violation of the advertising legislation• Training sessions on legal aspects of promoting TMT equipment• Inclusion of intellectual property items on the customs register of intellectual property items of the

Russian Federation and the Common Customs Register of the Customs Union• Legal support in administrative, civil and criminal cases against importers, manufacturers and sellers

of counterfeit goods on the territory of the Russian Federation

Customs• Legal support for imports of TMT equipment into the Russian Federation • Acting for TMT companies before customs authorities in appealing against resolutions imposing

liability for departures from the customs law• Representing clients in appealing against actions/omissions by the customs and foreign exchange

control authorities in courts • Assistance in combating import of counterfeit goods into the Russian Federation and on to the

territory of the Customs Union. Collaboration with the customs authorities

Commercial law issues• Developing commercial policies and procedures• Building dealer and agent networks• Contractual relations and contract structures• Commercial policies and internal regulations• Equipment supply, financing• Building linear and other facilities

Regulatory• Legal issues associated with transfer of telecommunications equipment (donations, provision of samples)• Regulatory legal aspects of company operations in the TMT industry• Advice on manufacturer’s (seller’s) liability in retail of telecommunications and network equipment and liability for

harm caused to human health by telecommunications and network equipment• Advice on participation in government or municipal tenders for supply of telecommunications and network

equipment• Legal assistance in relations with government authorities as part of audits, certification and licensing• Legal advice on cross-border transfers of personal data between affiliates• Drafting enquiries to regulators seeking explanations on the application of legislative provisions

Corporate• M&A and legal due diligence• Corporate restructurings• Setting up and providing legal support for joint ventures, strategic alliances and consortia• Legal support for start-ups• Private equity and venture investment advice• Legal support for mezzanine finance• Corporate finance• Corporate governance• Corporate dispute resolution• Set-up, reorganisation and liquidation of companies of varied legal status• Insolvency & bankruptcy

Legal aspects of financing• Project finance and PPP• Asset finance• Acquisition finance• Trade finance and ECA-backed finance• Sanctions advice

Navigation Information Systems (operator of the GLONASS project, AFK Systema Group)

Advised on various aspects of founding (together with constituent entities of the Russian Federation and regional partners) open joint-stock companies in 18 constituent entities of the Russian Federation.

Sony Music Russia, Universal Music Russia, Warner Music UK (members of the International Federation of Phonographic Industry (IFPI)

We represented IFPI on behalf of three music majors on suits to defend their neighbouring rights to phonograms against the VKontakte social network due to mass-scale infringements of their rights by VKontakte.

Autodesk Inc

We advised Autodesk Inc. in connection with acquisition of SeeControl Inc. (a telecom and technologies company).

Ilya Naishuller, the famous director, scriptwriter and producer

We acted for Ilya Naishuller, director, scriptwriter and producer of the Sci-Fi action film Hardcore, in relation to a transaction contemplating the sale of rights to the movie to STX Entertainment, a US based global media company. This transaction is one of the largest international deals ever for the Russian film industry.

RECENT PROJECTS

Shareholders of SAPE

Advice on a transaction with Millhouse and Invest AG Fund consortium acquiring about 30% of shares in Sape.ru and in the Serpzilla project (scaling Sape business model on the markets of Europe, the USA and Asia).

Intel

• Advising Intel on an international deal – acquisition of Soft Machines Inc, involved in licensing and joint development of products for the Internet of Things (IoT), mobile telecommunications and cloud computing.

• Advising Intel on an international deal – acquisition of Itseez Inc., computer vision algorithms and software producer.

McAfee/Intel

Advised McAffee/ Intel in relation to the USD 389 million acquisition of StoneSoft, a Finland-based leading innovator in next-generation network firewall products.

Telecommunications, Media and Technologies / 0605 / Telecommunications, Media and Technologies

Digital Finance (Member of Finstar Group)

Providing full and comprehensive advice to a financial technology company on structuring and operating its business in South-East Asia and Russia.

20th Century Fox

Advised on customs clearance and determination of the customs value of goods, including intellectual property, and representing the Company’s interests in court cases appealing against customs authority actions.

Alt Telecom

Advised the client on sale of the IT/ telecom retail business to the strategic investor – Euroset.

Exactpro Systems

Acted on the sale of Exactpro Systems to the London Stock Exchange Group (LSEG) for an undisclosed sum.

Asteros

Advised a major Russian systems integrator on the comprehensive corporate restructuring of its group of companies.

International publisher Lonely Planet

Acted for international publisher Lonely Planet in relation to European distribution and licensing arrangements for mobile content and associated global privacy issues.

GT Satellite Systems

Acted in a corporate dispute over violation of the rights of a minority shareholder through failure to observe the procedure for pre-emptive acquisition of shares (Luxembourg).

GXS Limited

Advising GXS Limited on restructuring the way it provides information technology services in Russia through its Russian agent. The selected structure allowed our client to minimise the regulatory risk associated with the need to obtain licences to conduct certain activities and ensured protection of its  intellectual property rights.

A multinational media holding company

Acting for a multinational media holding company interested in merging with a Russian media group, we conducted a due diligence review of Russia’s biggest mass media companies. Our research included the key aspects of the history of these companies. This enabled our client to determine the viability of the proposed transaction and its terms.

Telecommunications, Media and Technologies / 0807 / Telecommunications, Media and Technologies

MTS

We provide MTS with continuous legal support for its transactions, including assistance in acquiring the OZON Group and a number of mobile operators in Russia.

2x2 TV channel

Defended the interests of 2x2 TV channel against accusations by the Prosecutor’s Office of advocating extremist activities in connection with broadcasting the cartoon South Park.

RBK Money

Comprehensive due diligence and subsequent advice on selling a business to a pool of private investors for RBK Money. The transaction was conducted on several Russian, Ukrainian and English companies, each being an operating company under the legislation of its own jurisdiction, plus a holding company registered in a foreign jurisdiction.

Sang Fei

Advised in connection with business set-up and development in the Russian Federation.

Marconi

Advised Marconi Corporation and rendered all necessary Russia related assistance to its lead counsel Slaughter and May on the disposal of Marconi telecommunications equipment and international services businesses to Telefonaktiebolaget LM Ericsson for £1.2 bn.

Tinkoff Digital

Advice on acquisition of an IT company on the mobile advertising market.

VimpelCom

Represented the client in a dispute with the Russian Federal Anti-monopoly Service (FAS) on a charge of concerted actions by the so-called Big Three mobile operators.

A major regional internet provider

Represented shareholders of a major Internet provider in connection with sale of the company.

Telecommunications, Media and Technologies Contacts

OLEG KHOKHLOVPartner,Banking and Financeoleg.khokhlov@bclplaw.com T: +7 495 287 44 44

ANTON SITNIKOVPartner, Head of Corporate/ M&Aanton.sitnikov@bclplaw.comT: +7 495 287 44 44

ELENA TRUSOVAPartner,Dispute Resolution/ Intellectual Property elena.trusova@bclplaw.comT: +7 495 287 44 44

EKATERINA DEDOVAPartner, Corporate/ M&AHead of TMTekaterina.dedova@bclplaw.comT: +7 495 287 44 44

The Legal 500 2018

Chambers Europe 2019

Bryan Cave Leighton Paisner (Russia) LLP provides a perfect level of customer service and highly professional advice’, and has notable expertise in fintech, cryptocurrencies, payment systems and TV programming.

One impressed source highlights the team for its “client-oriented and practical approach to solving problems and willingness to help at any time,” before going on to note: “This team is distinguished by the depth of their understanding of our business and the effectiveness of the solutions offered to us.”

The firm’s excellent team has a very high level of industry knowledge and takes a practical approach to all assignments.

The Legal 500 2017

the US firm was founded that would become, subject to legal succession, Bryan Cave

the UK firm was founded that would become, subject to legal succession, Berwin Leighton Paisner (BLP)

one of Russia’s first law firms is founded by Andrey Goltsblat– Legal Practice

Pepeliaev, Goltsblat & Partners was founded, the biggest Russian law firm at that time

Goltsblat BLP was formed as a result of a merger with BLP

Bryan Cave combines with London-based BLP to form Bryan Cave Leighton Paisner

1873

1932

1994

2002

2009

2018

BRYAN CAVE LEIGHTON PAISNER GLOBALLY

Bryan Cave Leighton Paisner LLP law firm was formed in 2018 as a result of one of the biggest transatlantic mergers in the history of the legal business: the merger between the leading international law firms Bryan Cave LLP (U.S.) and Berwin Leighton Paisner LLP (UK), including its Russian practice Goltsblat BLP.

TODAY Æ Bryan Cave Leighton Paisner LLP is one of the biggest global law firms (among the top 50),

uniting more than 1,400 lawyers in 31 offices in 11 countries.

Æ Bryan Cave Leighton Paisner (Russia) LLP provides comprehensive legal support for any large-scale deals, projects and disputes in any jurisdiction, whenever and wherever clients might need it.

Æ Strong global practices and fully-integrated international teams in M&A, real estate, financial services and dispute resolution.

Æ The firm represents 40% of the Fortune 500, 30 of the world’s top 50 banks (by revenue) and 12 of the world’s biggest sovereign wealth funds.

Æ The firm has combined revenues of approximately USD 1 bn.

BEFORE THE MERGERBryan Cave

Æ one of the leading law firms in the US, its history going back one and a half centuries Æ 900 lawyers Æ 27 offices in North America, Europe and Asia Æ clients: major public multinational corporations, private companies, government entities and private

clients

Berwin Leighton Paisner (BLP) Æ a TOP-15 UK law firm, founded in 1932 Æ 500 lawyers Æ 14 offices in Europe, Russia (Goltsblat BLP), Asia and the Middle East Æ 8 times Law Firm of the Year award winner on different markets since 2004 Æ named a Top-5 ‘legal game changer of the last decade’ by the Financial Times (2015) Æ ranked Number 1 most innovative law firm by Legal Business (2017)

Goltsblat BLP Æ the Russian practice of BLP was formed in 2009 through a merger between Berwin Leighton Paisner

LLP and a team of lawyers headed by Andrey Goltsblat. As one of Russia’s biggest and best known legal teams, it has proven itself over more than 20 years as a market leader

REAL ESTATE & CONSTRUCTION

Æ for 9 years in a row ranked Band / Tier 1 by Chambers Europe and The Legal 500 in Russia and the UK Æ many times winner of Real Estate Law Firm of the Year, including Best Lawyers Russia 2017, 2019 and 2020;

Legal 500 UK Awards 2019

CORPORATE / M&A

Æ #1 law firm by M&A deal count in Russia in Q1-Q3 2018 according to Mergermarket, a leading M&A data and intelligence provider Æ #2 law firm by M&A deal count in Russia for 2019 according to the analytics platform Mergers.ru of Cbonds Group (as of 17 May

2019)

COMPETITION & ANTITRUST

Æ ranked Band / Tier 1 by The Legal 500, Chambers Europe and Pravo.ru-300 Æ Elite group by Global Competition Review / GCR 100 for 6 years running Æ Competition and Antitrust Law Firm of the Year in Russia: Best Lawyers Awards / 2018 and 2020 Editions

TAX PRACTICE

Æ Russia Tax Firm of the Year in both 2017 and 2018, shortlisted for 2019 - European Tax Awards | International Tax Review

DISPUTE RESOLUTION

Æ one of the biggest litigation teams in Russia, with 40 trial lawyers, including 17 advocates, based in Moscow Æ multi-area specialisation: provides not only comprehensive commercial litigation support but also targeted solutions for antitrust,

customs, tax, labour and IP cases, corporate criminal defence services to businesses and international arbitration

BANKING & FINANCE

Æ top ranked by The Legal 500 EMEA, Сhambers & Partners, IFLR 1000, Best Lawyers, etc. for several consecutive years Æ the banking and finance deals handled by the Moscow team of lawyers over the last 18 months topped USD 4.5 bn in value

INTELLECTUAL PROPERTY PRACTICE

Æ ranked Band / Tier 1 by The Legal 500 2019 and Pravo.ru-300 2018 Æ ranked Band / Tier 2 by Chambers Global 2019

EMPLOYMENT PRACTICE

Æ among the strongest teams in Russia, highly recommended by The Legal 500 and Chambers & Partners (Band / Tier 2) and Pravo.ru-300 2018 (Band 1)

BRYAN CAVE LEIGHTON PAISNER IN RUSSIA

The Russian practice of Bryan Cave Leighton Paisner (formerly Goltsblat BLP in Russia) is a well-established, stable team, one of the biggest on the Russian market; built up over more than 20 years, it is a recognised leader in Russia. The history of the BCLP Russian office includes the merger, in 2009, between one of the biggest teams on the Russian market, led by Andrey Goltsblat, and the leading UK law firm Berwin Leighton Paisner (BLP).

The Moscow office has more than 100 lawyers qualified under Russian, English and US law (State of New York).

>20>100

5x42

№1

Five times winner of Law Firm of the Year in Russia since 2009, including Chambers Europe Awards 2010, 2014 and 2015; The Legal Business Awards (The Legal 500) 2010; The Lawyer European Awards 2014.

42 of the Firm’s lawyers are included in the Best Lawyers 2020 rating (with a total of 73 mentions) and are recommended in 22 practice areas. This is one of the highest achievements among law firms in Russia.

Leading positions and profound Russian law expertise with the absolute majority of the practices in Russia recognised as market leaders / top-ranked by leading national and international rankings (The Legal 500, Chambers&Partners, Best Lawyers, Mergermarket, Pravo.ru-300, etc.).

Bryan Cave Leighton Paisner (Russia) LLP

Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1, Moscow 123100, Russia Tel.: +7 495 287 44 44 Fax: +7 495 287 44 45Email: moscow@bclplaw.com

www.bclplaw.ru/enwww.bclplaw.com