Anton Dzhuplin

Anton Dzhuplin

Partner
Anton Dzhuplin

Chambers Europe

You can achive every goal, if you are the real professional, always put right priorities and constantly move forward.

Biography
Recent work
Publications and Insights
Rankings and awards

Anton Dzhuplin is a Partner within ALRUD Corporate / M&A, Banking and Finance practices and one of the key Partners in Telecommunication, Media and Technology industry group.

His practice includes a diverse range of domestic and international M&A and finance transactions including international and domestic M&A deals and joint ventures, corporate finance, acquisition finance, IPOs, debt and capital markets derivatives and private equity. His experience spans a broad range of industries including technology, real estate, life science and pharma and infrastructure.

Anton Dzhuplin joined ALRUD in 2007 and became a partner in 2014. Anton is admired by his clients and business partners for his sharp advice and business intelligence.

He has a practical and client-oriented approach, as well as an understanding of the risks and issues arising on the projects. His responsiveness and availability are of real importance for us. Chambers Europe

VTB Group

in acquisition of Novorossiysk Grain Terminal, one of the largest port terminals in Russia for the transshipment of grain and oilseeds for export with a capacity of over 3.6 million tons per year, from PSCJ NCSP, member of PJSC Transneft Group.

Trafigura

as part of investment consortium in acquisition financing in respect of 49% stake in Mumbai-based Essar Oil Limited.

Accel

a distinguished Palo Alto based venture company, in $25 million investment in team whiteboarding platform RealtimeBoard.

Taisho Pharmaceuticals

on the acquisition of the certain assets of one of leading pharmaceuticals companies and its affiliates exclusively related to the global business with regard to the Russian subsidiary.

Russian Direct Investment Fund

in several major infrastructure projects related to construction and maintenance of toll roads (CRR and M-4 Don), mitigation of electricity transportation leakages and internet access availability for distant regions of Russia.

Kernel Holding

in establishing a joint venture with Glencore and the acquisition of grain export terminal located in the Black Sea port.

State Oil Fund of the Republic of Azerbaijan (SOFAZ)

on acquisition of Gallery Actor, mixed-use office and retail complex located in Moscow for US $ 133 million.

Asia Cement

(one of the leading independent cement producer in Russia) in restructuring of its 250 mln USD facility with VEB (by conversion of the portion of loan into equity and negotiation of the SHA/option agreements) and in potential sale of the business to the buyer.

ALRUD experts hold leading positions in the Best Lawyers rating
Best Lawyers – one of the most authoritative international legal ratings – has published the results of the Russian legal market research 2021. The rating is based on the estimates of internationally recognized market players. This is not the first time that ALRUD has taken a leading position in key practices, and this year our experts have managed to expand their presence in the rating. Maxim Alekseyev, Senior Partner, is the winner of the Lawyer of the Year 2021 rating in the field of business administrative regulation. For the second year in a row, the labor practice team brings ALRUD the title of the Law Firm of the Year in Russia 2021. This year, Irina Anyukhina, Partner and Head of the Labor practice, becomes the winner of the Lawyer of the Year 2021 in the field of Labor law. Best Lawyers recommends ALRUD experts in the following fields of law: Arbitration and Mediation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners and Dmitry Kuptsov, Senior Associate Banking and Finance Law - Alexander Rymko, Partner Capital Markets Law - Vassily Rudomino, Senior Partner and Alexander Zharskiy, Partner Competition / Antitrust Law - Vassily Rudomino, Senior Partner, German Zakharov, Partner, Ruslana Karimova and Ksenia Tarkhova, Senior Associates, Roman Vedernikov, Associate Construction Law - Irina Anyukhina, Partner and Stanislav Veselov, Senior Associate Corporate Law - Maxim Alekseyev and Vassily Rudomino, Senior Partners, Alexander Zharskiy, Partner, Olga Pimanova and Oleg Ezhov, Of Counsels, Sergey Khanaev, Senior Associate, Dmitry Pashkov and Alexander Kleschev, Associates Corporate governance and Compliance - Alla Azmukhanova, Associate Criminal Defense - Alexander Mikhailov, Associate Information Technology Law - Irina Anyukhina, Maria Ostashenko and Anton Dzhuplin, Partners and Ksenia Erokhina, Senior Associate Insolvency and Reorganization Law - Vassily Rudomino, Senior Partner, Sergey Petrachkov and Alexander Zharskiy, Partners Intellectual Property Law - Irina Anyukhina and Maria Ostashenko, Partners and Ilya Khodakov, Associate Investment - Vassily Rudomino, Senior Partner Labor and Employment Law - Vassily Rudomino, Senior Partner, Irina Anyukhina, Partner, Olga Pimanova, Of Counsel, Margarita Egiazarova and Anastasia Petrova, Senior Associates Litigation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners, Boris Ostroukhov, Senior Associate, Denis Bekker, Associate Media Law - Irina Anyukhina and Maria Ostashenko, Partners Mergers and Acquisitions Law - Vassily Rudomino and Maxim Alekseyev, Senior Partners, Alexander Zharskiy and Andrey Zharskiy, Partners, Timur Akhundov, Senior Associate Privacy and Data Security Law - Irina Anyukhina, Partner Real Estate Law - Irina Anyukhina and Alexander Zharskiy, Partners and Aleksey Kalinkin, Associate Regulatory Practice - Maxim Alekseyev, Senior Partner and Dina Kravchenko, Associate Tax Law - Maxim Alekseyev, Senior Partner, Elena Novikova, Of Counsel, Sergey Artemiev, Associate Technology Law - Anton Dzhuplin, Partner Telecommunications Law - Irina Anyukhina and Maria Ostashenko, Partners Trusts and Estates - Kira Egorova, Of Counsel, Ekaterina Vasina, Senior Associate
1591218000000
COVID-19 impact on M&A in Russia: trends and transaction specifics
Every day, the outbreak of coronavirus infection has an increasing impact on the economy, in general and various aspects of business, in particular. In this information letter, we have reflected the main trends and specifics of M&A transactions in Russia, under the conditions of restrictive measures caused by the spread of COVID-19. General trends of the M&A market in Russia under COVID-19 Transactions’ dynamic. Substantial reduction of M&A transactions, particularly those involving foreign investors. At the same time, devaluation of assets creates new opportunities for the purchasers ready to take higher risks, in the current situation of uncertainty. Industries. Less interest in relation to businesses, which have been affected due to restrictive measures, caused by coronavirus infection. At the same time, the industries related to healthcare, deliveries, online trading, AI, IT and telecoms may find increased M&A activity. Structure of transactions. A new wave of restructuring of financing obligations is likely to come, which may also include certain corporate elements (e.g. debt-to-equity conversion, shareholders’ agreements, call / put options). There may be an increased number of distressed M&A transactions, including within insolvency procedures and debt restructuring. Financing of transactions. The possibility to obtain financing, for the purposes of acquiring assets, may be limited. Alternative ways to be considered (e.g. deferred payment / earn-out). Specifics of M&A transactions in Russia under COVID-19 Purchase price. Increased use of the ‘completion accounts’ approach, due to uncertainty. A ‘locked-box’ concept to be used rarely, or in hybrid form, for example, with confirmation of certain financial indicators, at the completion date, as a condition precedent. Deferred payment (holdback, deferred consideration, earn-out) is likely to become widely used. State support measures. Key terms of transactions (e.g. purchase price, or a right to withdraw from the transaction) may depend on certain state support measures, which have already been provided for the target, or which may arise in the future (before and after completion). Material adverse change (‘MAC’). Particular attention to the wording of MAC provisions, especially in relation to epidemics / pandemics, as well as the right of the parties to withdraw from the transaction, in the case a material adverse change occurs. Regulatory approvals. It is necessary to take into account possible delays of state authorities, when reviewing applications for transaction approvals. A purchaser may also demand limitation of its liability for failure to file an application, or to obtain regulatory approvals. Long stop date. Realistic approach to be taken when introducing a long stop date for satisfaction of conditions precedent. To consider a flexible mechanism to prolong a long stop date, for example, in case of delay in obtaining regulatory approvals. The period between signing and completion. Particular attention of the parties to the wording of ‘ordinary course of business’. It is important for a seller to be entitled to immediate actions in extraordinary ‘course of business’, if it is necessary for the business continuity. The parties may additionally agree on an action plan to prevent / overcome the pandemic’s impact on the target’s business. Specific issues in Due Diligence. A purchaser should thoroughly examine the following issues: (1) commercial contracts with suppliers / clients of the target (performance of the agreement by both parties, a right to unilaterally terminate the agreement, ‘force majeure’ provisions, liability for breach of the agreement), (2) structure and collectability of receivables, (3) sufficiency of working capital (including reserves) for operational activity, (4) compliance with regulatory restrictions due to COVID-19, (5) obtaining of any financial aid, or other state support, compliance with the terms and conditions of such support, (6) COVID-19 risks coverage by insurance policies of the target, (7) IT and data protection issues, due to transfer of employees / business to remote working, (8) labor law issues connected with effective restrictive measures, (9) compliance with financial covenants. Specific warranties / representations. Extension of warranties / representations in relation to commercial contracts with suppliers / clients of the target, in particular, relating to the absence of any delays, notifications of failure to perform the contracts, or unilateral termination of the contracts, with the reference to force majeure or other circumstances. Signing and completion. Considering available options for “virtual signing” of transaction documents. Completion procedure, where the physical presence of the parties (their representatives) may be required, should be discussed with the notary in advance (in case of sale of participatory interest in an LLC) or registrar / depositary (in case of sale of shares in a JSC). The official websites of regional notary chambers contain the details of the notaries on duty. Some registrars / depositaries are developing the possibility of remote opening of the account and remote consummation of operations with shares. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practice: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Introduction of digital rights and amendments to the requirements to the form of transactions
This is to inform you that, on March 18 2019, the Federal Law of the Russian Federation on “Introduction of amendments to the first, second part and Article 1124 of the third part of the Civil Code of the Russian Federation” (the “Law”) was adopted. The Law edits the list of objects of civil rights and introduces a new concept “Digital rights”, andalsoamends the requirements to the form of transactions to the Civil Code of the Russian Federation (“СС RF”). The Law comes into force on October 01, 2019. Asthe Law provides for amendments relevant to conducting business using information technology, including the Internet, we would like to inform you on key provisions of the Law. 1. Digitalrights Pursuant to the Law, the Digital rights are property rights. As such, the content and conditions for their exercise are determined by the rules of information system, where such rights exist. The authors of the Law comment that, in the first instance, the Law is aimed at regulating crypto-currency, anti-money laundering and terrorist financing. It also introducesthe possibility of including the Digital rights to estate, or bankruptcy estates. Execution and disposal of the Digital rights areonly possible within the information system and through making relevant entries into the information system. A person who can dispose of such right, by the rules of the information system, is deemed to have the respective Digital right. At the same time, the transfer of a Digital right, under a transaction, does not require consent of theperson bound by such Digital right. The Law does not provide for any specific characteristics, or classification, of the Digital rights and does not define,norstate, the features of types of information systems. The relevant rules will be specified in other regulations, including the law on “Digital financial assets”, the enactment of which is expected soon. 2. Formoftransactions The Law supplements Article 160 of the CC RF with a provision on compliance with the written form of transaction, when such a transaction is made using such electronicor technical means that allow unchangeablereproduction ofthe transaction content on physical media. The Law also simplifies the rule for signing such transactions and states that the signature requirement is fulfilled if the signing method allows reliable identification of the person agreeing to the transaction. However, either the law, or anagreement between the parties, may provide for a different (e.g., more complicated) procedure foridentification of the person. These amendments reflect the existing practical aspects of contracting in electronic form through determining parties, e.g., by using SMS or biometric identification, without threatening their validity and avoid the need to enter into a separate agreement on signing of such transactions. 3. Smartcontracts In addition to that, the Law establishes the possibility of executing a transaction, using information technology upon the occurrence of the circumstances specified in such transaction, without making a performance request to the counterparty. This provision of the Law allows the parties, for example, to agree on the automatic execution of transactions, including so-called “smart contracts”. Therefore, in general, the Law expands the legal regulation of the use of information technologies by in-troducing the concept of “Digital rights” and the rules for performing “smart contracts”, as well as simplifies signing of transactions in electronic form. ALRUD specialists are ready to provide any necessary legal assistance in all matters related to use of these mechanisms and new provisions of CC RF. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Commercial, Financial technology Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
1554757200000
Amendments to Securities Law with respect to Investment Advisory Activity
On December 21, 2018 Federal Law No. 397-FZ “On Amendments to Federal Law On Securities Market and Article 3 of Federal Law on Self-Regulatory Organizations in the Sphere of Financial Markets” dated December 20, 2017 (the “Law”), came into force. The respective changes introduce a concept of investment advisory activity defined as “provision of consulting services with respect to securities, transactions with securities and/or entering into derivative contracts by providing individual investment recommendations” (“Investment Advisory Activity”) to Federal Law No. 39-FZ “On Securities Market” dated April 22, 1996 (the “Securities Law”). Investment Advisory Activity will constitute professional activity on securities market which may only be performed by entities incorporated under Russian law or individual entrepreneurs; provided that they are: (i) members of a self-regulatory organization and (ii) entered in the register kept by the Central Bank of the Russian Federation (the “CBR”) (“Investment Advisers”). Please note that Investment Advisers which are legal entities may also engage in other types of professional activity on securities market or activity of credit organization. To be entered into the CBR register, Investment Advisers shall (i) comply with the requirements set out by the CBR and the Securities Law and (ii) submit to the CBR an application along with supporting documents in accordance with the form and list prescribed by the CBR. Under the Law, Investment Advisory Activity shall be carried out on the basis of investment advisory agreements. As regards the interaction with clients, the Law imposes upon Investment Advisers the duty to act in good faith, reasonably and in the best interests of their clients. In particular, before providing individual investment recommendation Investment Adviser shall identify the client’s investment profile, requesting information about (i) the expected profit, (ii) the period for which the respective profit is calculated as well as, (iii) unless the client is a qualified investor, the acceptable risk of losses. Requirements to the form of individual investment recommendations will be established by the CBR. The Law specifies the information to be included in such recommendations: description of securities, transactions with securities and/or derivative contracts, in respect of which the recommendation is provided; description of risks connected with the respective securities, derivative contracts, transactions with the respective securities and/or derivative contracts; existence / absence of the conflict of interest on behalf of Investment Adviser. Please be informed that under the Law, Investment Advisers are responsible for failure to perform and/or improper performance of their obligations under the laws of the Russian Federation and the investment advisory agreement, save for losses incurred due to provision of incorrect information by the client. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Banking and Finance Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Review of the Russian court practice regarding influence of the anti-Russian sanctions on contractual obligations
As you know, the first international economic sanctions against the Russian Federation were imposed in 2014, due to the situation in the Crimea. Since then, the EU and the USA have imposed a number of the anti-Russian sanctions, having a significant, consequent impact on the fulfillment of civil obligations in Russia. In light of the above, and due to the growing pressure of the anti-Russian sanctions, and the increasing number of the entities in respect of which new restrictions are being imposed, we present, for your attention, an overview of the legal positions of the Russian courts on the impact of the sanctions regime on the discharge of contractual obligations. Click here to learn more. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Dispute Resolution Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Chambers Europe, 2020 recommends Anton Dzhuplin in Corporate / M&A.
Chambers Global, 2020 recommends Anton Dzhuplin in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2020 recommends Anton Dzhuplin in Corporate / M&A, Banking and Finance, Capital Markets, PPP and Infrastucture, Restructuring and Insolvency, Telecommunication, Media and Technology.
Who`s Who Legal, 2019 recommends Anton Dzhuplin in Mergers and Acquisitions.
Best Lawyers, 2020 recommends Anton Dzhuplin in Information technology.
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