Barabashev & Partners is a Russian law firm founded in 1999 with offices in Moscow. The firm has a network of partner law firms throughout Russia and the CIS. The firm's lawyers are experienced in cross-border M&A transactions, securities, financing, and general corporate legal services. The firm handles complex litigation and arbitration matters in Russian courts and arbitration tribunals. The firm aims to address the legal challenges that companies face when doing business in Russia and the CIS.

1. Barabashev & Partners
Law firm
Russia & CIS legal practice
www.bbnplaw.com
Moscow 2012 © Barabashev & Partners

2. About
Dear Friends,
We would like to thank you for your interest in the Law Firm Barabashev & Partners (B&P).
B&P is a Russian law firm with an office in Moscow and a wide network of partner law firms in
Russia & CIS. It was organized in 1999 by former lawyers of a Moscow office of Arnold & Porter.
Today, B&P is comprised of highly experienced lawyers qualified to practice law in Russia, USA
and other countries with our of-counsel partners.
B&P’s vision is clear - to address the array of legal challenges companies may encounter in
Russia and CIS as well as in the United States and Europe in achieving their business goals.
Our lawyers are highly experienced in cross-boarder M&A, securities and financing transactions,
as well as corporate counseling in general.
B&P’s professionals handle a broad range of complex matters in courts of Russia, as well as
before agencies, administrative bodies and arbitration tribunal of Chamber of Commerce &
Industry of the Russian Federation.
We realize that our domestic legal relationships are specific and hard to predict. Most of the
issues that arise require good relationship with government institutions to solve them. That is why
we create favorable relationships with governmental authorities that allow us to find compromise
solutions.
Our extensive experience of dealing with parties from different jurisdictions allows us to maintain
understanding between the parties to a deal operating in different legal and cultural areas.
Team
1.
2.
3.
4.
Graduates of the best higher education institutions
Understanding of the Russian market
Close cooperation with a wide network of foreign law firms
Great experience in antitrust regulation, litigation, Russian & foreign courts enforcement,
corporate disputes, transactions support, drafting afreements, legal support of companies
entering the Russian market.
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3. Achievements & Recommendations
Throughout its history B&P has been providing services to hundreds of companies and continues
to develop its main practices. We follow the changes in Russian economy and consider them in
our work as well as in better understanding of the Russian and foreign business requirements.
2008
• Legal support of the exhibition devoted to Marlene Dietrich’s life and art in Moscow. It was
successfully held in “Tsaritsino” museum
•
B&P lawyers drafted the contract for the general coach Barry Smith of Russian Hockey Team
KHL “SKA St.Petersburg” (СКА Санкт-Петербург)
2009
• B&P becomes the Moscow chapter of New York State Bar Association (NYSBA)
Co-chairmen of the department:
Managing partner of Barabashev & Partners Maxim Barashev and partner of international law
firm K&L Gates William Reichert
B&P is in the list of reliable Russian firms of the US Trade Department in Russia.
B&P is accredited to Sberbank of Russian Federation as legal advisor and collector.
B&P is a co-consultant in the case of Federal Custom Service of Russian Federation against Bank
of New York to the amount of $ 22.5 billion.
2010
B&P closed a Russian part of international transaction on acquisition of TOMKINS group. The
total value of the transaction is $6 billion.
2011
• Together with colleagues from USA B&P has represented Oleg Nikolaenko (Wisconsin). He was
accused of creating a network that generated up to a third part of all spam in the Internet.
2012
•
B&P starts legal trainings at Slolkovo MBA for its students
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4. We are recommended by authoritative international law firms guide LEGAL500.
Barabashev & Partners in the list of Top-100 of the best Russian law firms. Version of PRAVO.RU
Print media Euromoney Institutional Investor PLC (the MICEX) has recommended Barabashev &
Partners in “Financial markets” category.
The firm and its lawyers are active members of:
American Chamber of Commerce in Russia (AmCham)
American Bar Association (ABA)
New-York State Bar Association (NYSBA)
Association of Lawyers of Russia
B&P is the Moscow chapter of NYSBA (International Section)
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5. Our services:
- Commercial Court Litigation
- International commercial arbitration
- Corporate. M&A
- Banks and capital markets
- Insolvency & Restructuring
- Intellectual property
- Antitrust law
- Legal support of foreign companies
- Divorce with Russian spouse
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6. Our clients
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7. We have been working with law firms:
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8. Areas of practices
Litigation
B&P lawyers with a big practice record of litigation develop unique methods of various types of
litigations. These methods help reaching our goal – to minimize our client’s expenses and to
resolve conflicts as soon as possible.
Russian & CIS Litigation is one of our main areas of activity. It includes the followed areas:
• Corporate conflicts
• Real estate and construction
• Air services
• Antitrust & Competition
• Commercial Contracts
• Intellectual property
• Tax
• Custom
• Labour
• Protection of business reputation
• Recovery of damages
Our wide network of partner regional law firms allows us to protect our clients in courts not only
in Russia, but also in CIS countries.
We realize the difficulties that our clients face interacting with foreign companies with certain
features and national traditions. That is why in most cases our firm remains the party responsible
for maintaining the obligation abroad. It means that we do not “pass” the client to the foreign
firm, in the opposite, we remain being the party of the agreement and provide clients with every
essential information on resolving their issues, hold multisided meetings together with the clients
and our partner lawyers abroad.
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9. Our successful experience in resolving disputes
- Судебные successfully
споры. Арбитраж
We have
Dispute resolution with the
Turkish company INKA has
represented Stryker
company working on the
been successfully
- Международный коммерческий арбитраж
franchise
Corporation in the Russian
basis of the
represented in the antitrust
Commercial Court in the
agreement with Sbarro
committee and in court in
- Корпоративная практика. M&A
regarding recognition of the
matter of goods supply
the matter of illegal usage
performed work and
of the trademark.
- Банки и рынки капитала
making payment.
- Банкротство и реструктуризация
Court Dispute with
Naryanmarneftegaz in
- Интеллектуальная собственность (IP)
Russian Commercial
Rostselmash.
Motorola company has
Court of Arkhangelsk
Commercial Court of
- Антимонопольное регулирование
been successfully
region. The dispute was
Italy, Bergamo.
represented in the matter
resolved with a settlement
- Юридическая поддержка иностранных представительств и филиалов в России
of counterfeit import.
agreement.
- Бракоразводный процесс для иностранных и российских граждан
Dispute resolution of CSOB
bank vs Volgotanker.
Successful dispute
Orelrastmaslo plant.
resolution of the
A Corporate dispute
tour-operator company
resolution.
Travel Company with
Krasnoyarsk Airlines.
Dispute resolution. Bank
of New York vs Federal
Custom Service of Russian
federation. Total amount
of claim $ 22.5 billion.
conjointly with C l ifford
C hance.
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10. International arbitration
Our lawyers resolve complicated commercial issues with international aspects.
Our experience allows us to represent our clients at:
• Arbitration Institute of the Stockholm Chamber of Commerce
The
• London Court of International Arbitration (LCIA)
• International Court of Arbitration (ICC)
• International Centre for Dispute Resolution® (ICDR) under the American Arbitration Association
•
International Commercial Arbitration Court under the Chamber of Commerce and Industry of
Russian Federation
•
Vienna International Arbitration Centre
We have participated as experts at Hungarian Commercial court, Stockholm Chamber of
Commerce.
We suggest various ways of resolving disputes to suit the needs of our Clients.
Our lawyers are members of the American Bar Association (ABA) and the New-York State Bar
Association (NYSBA).
Our experience in resolving disputes in commercial arbitration
B&P was an Expert in
Russian law in the
Stockholm Chamber of
Commerce in the matter
of construction of 5-star
hotel in Russia.
Our lawyers explained
several regulatory legal
acts in the area of real
estate
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B&P lawyers participated
as experts in Russian law
in Hungarian commercial
court.
Dispute resolution of a
major developer in the
International Commercial
Arbitration Court of the
Chamber of Commerce
and Industry of Russian
Federation
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11. Corporate practice. M&A
Our corporate practice team`s main target is a resolution of our client’s complicated problems.
Our legal work helps to reduce legal risks of company’s activity, optimize taxation, increase
capitalization of group of companies.
We provide the following services in the area of corporate relations:
•
Holdings structuring
•
M&A transactions
•
Formation, reorganization and liquidation of legal entities of various business forms
•
Formation, reorganization and liquidation of Rep. offices and branches of foreign companies
and companies with foreign investment in Russia
•
Business support of Russian and foreign new companies
•
State authorities approvals
•
Legal advising on antitrust law
• diligence of contracts, contractors, businesses and separate transactions
Due
•
Joint ventures creation and activity support
• Resolving corporate disputes
• Commercial transactions support
•
Drafting a tender documentation
•
Drafting, conclusion & termination of contracts
We also resolve complicated off-standard issues, particularly connected with corporate conflicts:
corporate raids and greenmail protection, protection of shareholders’ rights; recovery of
corporate documentation (register, minutes of meetings of shareholders, other documents) and
other serious matters that any company may face.
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12. B&P corporate experience
St ry k er
Rep. office formation.
Corporate legal support
C O R N I NG
Drafting distribution
agreements, registration
and full corporate support
of associated structure
Tom k i ns
Deregistration of
Rep.office.
Russian part acquisition
closing. Advising on
corporate documentation
compliance.
Golfstream
Drafting the option
agreement between the
company and its
management
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A i rg a s
Registration of associated
companies, drafting of
constituent documents,
shareholder agreements,
change of shareholders,
etc. Conjointly with
Harkins Cunningham LLP
Sp ec t a
Corporate issues of
reorganization. Drafting
the agreement of
acquisition, tax
compliance advising
Ga tes C I S
Supply agreements,
Rep.office registration.
Corporate legal support,
drafting and registration
lease agreements
C O LO M ER GR O U P
Drafting and registration of
associated and affiliated
companies (JSC, LLC)
Drafting the constituent
documents, sale and
purchase agreements.
Drafting the pledge of
shares, the option
agreement
Orel rast m a slo pl a nt
Legal support of the
additional issue of shares.
Resolution of corporate
conflicts.
Kraf t food s
Representing the client at
the annual general
shareholders meeting,
advising on tax, legal
matters
M S U S c i enc e P a rk
Drafting the lease
agreement.
Advising on the issues of
corporate law.
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13. Banking
B&P lawyers provide the following services:
Corporate law:
• Registration of share purchase and sale agreements: advising on jurisdiction and Optimal
realization structure considering tax risks
• “Mandative” buyout of shares in accordance with the legislation
• Reorganization: merges, acquisitions, separations, divisions
• Legal advising on borrowed or advanced external financing
• Factoring transactions support
• Loan purchase and sale
• Legal and tax support on external financing
• Drafting documents for transactions: contracts, constituent documents, offering circular, etc.
• Structurization of loan refinancing (securitization) involving Russian or foreign emitter.
Taxation in financial sector:
• Analysis of bank’s financial activity for compliance with tax law, analysis of possibility of
applying preferential tax treatment
• Uncovering mistakes, inaccuracies and risks in reports, during structuring of transactions, etc.
• Adjustment of documents in accordance with the tax law
• Analyzing and giving legal opinions concerning rightfulness of tax charges
• Tax planning
B&P lawyers represent banks in courts on the following issues:
• Contestation of rulings and dispositions of tax authorities
• Debt collection, execution proceedings
• Refund (offsetting) of overpaid (over-recovered) taxes
• Withdrawing an attachment from operating accounts
• Collection of pledged property through bankruptcy proceedings
• Protection of shareholders from criminal prosecution
Legal opinion on Russian law and other countries by client’s request.
Legal support of SPVs operating as mortg ag e ag ents.
• Creation of mortgage agent
• Assistance in selection of the managing company and the accounting company
• Legal support of ownership of mortgage agents by foreign funds.
• Legal support of bond issue
• Interaction with FFMS
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14. Syndicated lending
• Drafting of documentation applying our experience in successfully realized similar transactions
• Due diligence of the parties of the transaction
• Negotiation and legal support of the transaction
Securities
• Issue registration
• Support and registration of shares purchase and sale transactions
• Bond issue
• Advising on the matters of bill exchange
B&P projects in the area of banking and capital markets.
P rob usi nessba nk
Drafting the legal opinion
on the matters of creation
of holding structure with
appliance of preferential
tax jurisdiction.
Lokobank
Legal opinions for the
Central Bank of Russia
concerning international
credit agreements.
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A b sol ut eba nk
Legal opinion.
Analysis of corporate and
tax risks within the
process of redemption of
debts.
Legal regulation of
execution of pledged
assets.
EB R D
Legal opinion on a credit
contracts.
NB D-b ank
Drafting a number of legal
opinions concerning credit
contracts and promissory
notes.
Sb erb ank
Legal advisor. Legal
opinions for a credit
transactions.
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15. Antitrust & Competition practice
Owing to wide globalization in various sectors of world economy antitrust activity of companies
and countries has risen significantly.
Relying on professional experience and knowledge of national legislation B&P lawyers provide the
following services to companies in the area of antitrust law:
• legal advices regarding competition and antitrust activity
• analysis and drafting the documents (applications, notifications, appeals) for submission to
Federal Antimonopoly Service and its territorial bodies:
- for the purposes of agreeing the conditions of the transaction;
- in case of violations on commodity markets, financial markets;
- case of disputes between subjects of natural monopolies.
in
• drafting documents for submission of necessary information to competent authorities of FAS
•
disputing the decisions and orders of FAS in courts regarding:
-
illegitimate accrual of penalty provisions;
-
rejection of transactions;
- restriction of legal actions;
- compelling to legal actions.
•
disputing the tender’s results
•
assistance in resolving other issues occurring in this sphere
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16. Foreign Investments in Russia
When entering the Russian market it is necessary to keep cautious and prudent. It is very
important to have a direct plan and to be prepared to face various difficulties that might occur on
the way to creating and emerging a new business.
A great number of aspects should be considered, including legal, tax, accounting, labor and
administrative. That is why we strongly recommend getting all necessary information in advance.
Barabashev & Partners legal services for companies planning to enter the Russian market:
• Accreditation of representative offices and branches of foreign companies in Russia
• Registration of legal entities (LLC. JSC, Non profit organization)
• Litigation support in Russia and CIS
• Optimization of corporate structures
• Corporate and M&A
• Liquidation / deregistration of companies, representative offices and branches
• Draw up and registration of lease contracts
• Accreditation of foreign employees, visa support
• Legal Due Diligence of contracts and contract holders
• Government relations: approvals and endorsements
• Legal outstaffing / outsourcing
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17. Intellectual property
P a te n ts & Tra d e m a rk s
When launching a new business it is essential to search through already registered patents and
trademarks. There is a possibility that trademark you are using has already been registered by
someone else. It also possible that your product is not subject to legal protection at all. We
recommend that you highly estimate your intellectual rights – they become very valuable when
being offended.
Lawyers of B&P are highly experienced in successful registration of trademarks in Russia and
abroad.
B&P services in the patenting area:
• Search through the registered documents and documents applied for registration of
trademarks
• Trademarks registration
• International registration of trademarks
• Patenting industrial designs, utility models, inventions
• Soft registration
• Advising on trade secret (Know-How)
• Dispute resolution at the Chamber of Patent Disputes and courts
• Drafting and registration of license agreements, alienation agreements (agreement of
transaction of right)
• Registration of items of intellectual property with custom register
Copyright law
Copyright and related rights are the part of the intellectual property complex that relates to each
person. Every one of us has at some time been an author (in any manner): some wrote poetry,
some composed music, some made photographs and rarely thought that their creative initiative
resulted in new items of intellectual property, and legal protection of such items is connected
with many legal nuances.
Qualified lawyers of Barabashev & Partners will provide legal advice on IP-related questions of
any level of complexity, act as the client’s attorneys in negotiations with any person interested in
use of the client’s intellectual property item, draft any required license agreement and/or
agreement on the alienation of the right, protect the client’s exclusive property rights in
extrajudicial proceedings and/or in court.
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18. Barabashev & Partners copyright services:
Drafting documents. Preparation, agreement of the terms and expertise of license agreements,
commissioning contracts, agreements on alienation of the exclusive right in the field of copyright
and related rights with Russian and foreign holders of rights.
Advice and opinions. Preparation of written legal opinions on proposed transactions of any level
of complexity (including the so-called “odd transactions”) as well as on already concluded
transactions.
Legal support. Legal support of all stages of a transaction (negotiations with Russian and foreign
partners, preparation and agreement of the terms of projects of any transaction, turnkey
finalization of transactions).
Representation and protection. Claims work (preparation of claims, amicable agreements,
complaints, statements of defense, explanations, motions, applications, requests, letters etc.).
Representation and protection of the concerned holder of rights in arbitration courts, general
jurisdiction courts of the Russian Federation and international arbitration tribunals.
Due diligence. Conduct of the procedure of formation of a fair presentation, comprehensive
analysis and an independent assessment (due diligence) in respect of the authority or any person
to use an item(s) of intellectual property protected under the laws of the Russian Federation. A
comprehensive analysis and systematization of any detected infringements of a right (supported
with separate interim opinions and sources of information), preparation of written
recommendations as to further actions of the lawful holder of rights in case of unlawful use of the
result of intellectual activity owned by them. Sports law. Legal support of transactions involving
professional sports structures on the Russian and foreign market (football, hockey, basketball,
individual sports). Advertisement. Legal services in the field of advertising activities, use of items
of copyright and related rights in advertisements and show business; legal protection of creative
projects.
Legal support in show business. Legal arrangement and support of activities of producers and
authors/artists/performers, including those of musical bands (legal advice regarding the
producer/performer relationship and other legal services).
Interaction with state authorities of the Russian Federation. Interaction with notarial agencies,
customs authorities, authorities of the Ministry of the Interior of Russia and the Prosecutor
General’s Office of Russia regarding identification of infringing articles or unlawful use of
intellectual property. Registration of intellectual property items in the Customs Register of the
Federal Customs Service of the Russian Federation.
Internet law. Legal support of Internet projects (Internet law).
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19. Registration of items of copyrig ht and related rig hts. Registration and deposit of items of
copyright and related rights in collective rights management organizations (Russian Authors’
Society, WIPO, Russian Union of Right-holders). Representation of clients and extensive
interaction with said organizations.
Legal protection of non-property rights of the holder.
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20. Real estate & Construction
B&P has a long-term experience of carrying out transactions in the area of immovable property
relations. Our lawyers can assist you in evaluating your property, purchase and sale of land,
residential buildings, apartments and non-residential facilities.
Our lawyers will help you to deposit a real property as a charter capital, register pledge and
provide other services in this area.
B&P Services:
• due diligence
•
reclassification of land property
• tax structurization of real estate transactions
• drafting investment contracts and construction contracts
• securitization of mortgage bonds
• dispute resolution
•
legal support of object construction
•
compliance with Russian authorities
•
enforced collection on real estate via execution proceedings and bankruptcy proceedings
•
privatization of real estate
•
legal support of developers’ projects
• legal support of investments in developers’ projects, drafting investment contracts and
agreements of participation in shared constructions
•
court defense of shareholders’ rights
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21. Divorce in Russia (Divorce with a Russian spouse)
It’s been 11 years since we started helping foreign citizens to resolve its matrimonial issues. Our
lawyers not only are experts in family law, they also speak fluent English, and therefore you won’t
be feeling any misunderstanding or discomfort while speaking to them.
Whether it is a matter of prejudicial negotiations, discussing and preparing property sharing
agreements, divorce procedures, child custody, partition of property or alimentary obligations, we
are sure that we can help you as throughout many years we conduct even the most difficult
international divorces both in the territory of Russia and the CIS countries.
In many cases we can represent interests of the foreign citizen in divorce proceedings without his
or her appearance in court and even without his or hers presence in the territory of Russian
Federation.
It is no secret that in modern world relationships between people go far over the state borders.
International marriages are, of course, among these relationships. Unfortunately, marriages are
sometimes followed by divorces, but unlike “usual” divorces, when both spouses are citizens of
one state, international divorces are much more complex. A divorce is considered international if
spouses are citizens of two different states, are citizens of one state, but living on a territory of a
foreign state, or have no citizenship at all.
In this case spouses willing to divorce practically face a number of difficulties. First of all, it is
necessary for them to learn in which state they should register their divorce, and if they choose
(and are allowed by law) to divorce in Russia, would such divorce be accepted by the other state’s
legislation?
According to the legislation of the majority of countries an international divorce affected on the
territory of the foreign state under the legislation of the foreign state involving the citizen of the
considered state shall be declared valid. Nevertheless, it is never superfluous to consult with a
lawyer who specializes on the legislation of the country of your citizenship to make sure that such
international divorce affected in Russia would be considered as valid in your country. There is
always exception from a rule.
Thus, there is certain specifics in US law. It demands that in case the spouses have been
constantly living in a foreign state a divorce should be carried out in accordance with the
legislation of such state, no matter whether both spouses are citizens of US or one of them is a
citizen of a different state or has no citizenship at all.
More than that, in some countries there are requirements that affect the procedure of divorce
itself. In some cases it is necessary that several years pass from the date of conclusion of
marriage to the date of its dissolution. The whole proceedings often require much time and
expenses. In the UK, for example, before a court allows a divorce, spouses must get a court
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22. judgement that the spouses officially reside separately.
From this, and not only, point of view getting a divorce in Russia may have certain advantages. To
begin with, there are several conditions under which it is possible to divorce in Russia. According
to the first, the divorce is possible if at least one of the spouses is living or has lived permanently
in Russian Federation. Second, if at least one of them (it can be the defendant as well as the
initiator of the divorce) is staying in Russia at the moment of initiation of the procedure. Third, if
at least one of the spouses is a citizen of Russian Federation.
Comparing to the similar procedure in the UK divorcement in Russia is simpler, quicker, cheaper
and less formalized. It takes approximately 1-1.5 month from the moment of submitting the
documents to the court hearing.
In case both of the spouses agree with the divorce the first hearing is usually the only one and
the marriage is easily dissolved. Divorce by mutual consent is always the easiest to dissolve. It
can even be dissolved within a non-judicial procedure. In this case a divorce should be registered
on the basis of the joint statement either by Consular bodies of countries of spouse’s citizenship
or by civilian registry office on the territory of Russian Federation.
But unfortunately cases when one of the spouses objects the divorce are much more common. In
this situation the procedure is more complex and last a little longer. It may take up to 3 month,
but if one the spouses continues to insist on a divorce, the court will have to terminate the
marriage. Of course, divorces complicated with the presence of under-age children and therefore
with alimentary obligations or with partition of property always appear to be quite difficult.
Finally, when divorcement procedure is over, ex-spouses get either a court decision or a divorce
certificate. According to the Hague Convention of 5 October, 1961, such documents do not
require legalization and are recognized as valid on territory of the states participating in the
Convention. In some cases ex-spouses will need to get the Apostile placed on their documents in
order to verify its authenticity.
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23. Key figures
M a x im B a ra sh ev
Managing Partner
International Arbitration
+7 495 7898451
max@bbnplaw.com
Kirill S hc herbakov
Corporate and M&A
+7 495 7898451
kirill@bbnplaw.com
A lex ander A lex androv
Copyright
+7 495 7898451
alexandrov@bbnplaw.com
A lex ey A rinush k in
Patents and trademarks
+7 495 7898451
alexey@bbnplaw.com
M a x im E lisave t sk y
Litigation (Dispute resolution)
+7 495 7898451
elisavetsky@bbnplaw.com
Va dim Z ruev
Contracts, dispute resolution
+7 495 7898451
vadim@bbnplaw.com
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24. info@bbnplaw.com | www.bbnplaw.com