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

Projects include advising:

T1 Group

a diversified holding company, one of the leaders in the Russian IT market, on the acquisition of a 26.33% stake in ADS-Holding LLC, which owns Arenadata, a developer of an enterprise big data storage and processing platform.

Demetra Holding

on the acquisition of 100% of the shares of SmartContract.

VTB Group

on the acquisition of 100% of the shares in Mirogroup Resources, a grain trader with leading positions in the Russian grain, oilseeds and pulses export markets.

VTB Group

on the acquisition of Novorossiysk Grain Terminal, one of the largest port terminals for the export of grain and oilseeds in Russia, with an annual transshipment capacity of over 3.6m tonnes from Novorossiysk Commercial Sea Port, a member of Transneft Group.

VTB Group

on the acquisition of the share capital of Sports Lotteries, an operator of all-Russian state lotteries, including preparation and approval of the corporate agreement and financial documentation.

Russian Direct Investment Fund

on the investment in construction and maintenance projects of the Central Ring Road of Moscow Region (CKAD-3 and CKAD-4).

Russian Direct Investment Fund

on acquiring entry of a strategic foreign investor in the capital of a project company, which entered into a long-term operating agreement for integrated construction, reconstruction, maintenance, repair, renovation and operation, on a paid basis, of the M-4 Don road, with the State company “Russian Highways”.

Russian Direct Investment Fund

in the investment transaction (together with other investors) for the realization of infrastructure projects on “liquidation of digital inequality” (with Rostelecom) and “smart grids” (with Rosseti).

Accel

an American venture company, while investing in the RealtimeBoard project collaboration service.

Taisho Pharmaceuticals

in an international deal, involving the acquisition of the drug portfolio of one of the world's leading pharmaceutical companies, as part of its Russian assets.

State Oil Fund of the Republic of Azerbaijan (SOFAZ)

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

Elbrus Capital

in several M&A transactions, including the sale of a leading electronic trading platform for procurement and sales, in the b2b segment in Russia, to a group of companies that owns a federal electronic platform for government, corporate and commercial procurement, and the sale of its stake in a Russian TV and radio company (OOO Holding Vyberi Radio).

GK Samolet

on the acquisition of a participatory interest in the charter capital of operator of “JIVU.RF”, an electronic system of self-government of Russian citizens.

Kernel Holding

on the establishment of a joint venture with Glencore, and on the acquisition of a grain export terminal in Taman for more than US$270m and subsequently sale of a 50% stake in the terminal to VTB Group.

Louis Dreyfus Commodities

on the acquisition of a grain terminal in Azov, Rostov Region in Russia.

Olam International Ltd

a global leader in the agriculture sector, on the acquisition of a grain export terminal in Azov, Rostov Region in Russia.

ALRUD confirms leading positions in the IFLR1000’s 31st 2021/22 edition
On August 25, 2021, international ranking agency IFLR1000 published the results of EMEA rankings that represent IFLR1000's 31st 2021/22 edition. The rating evaluates law firms in different areas. ALRUD law firm is again top ranked for M&A, Banking, Restructuring and Insolvency, Project Finance, PPP, Capital Markets: Debt and Equity, Project development: Mining and Energy. Individual nominations in IFLR1000: Alexander Zharskiy, Partner and Head of the Corporate and M&A Practice, and Anton Dzhuplin, Partner of the Corporate and M&A, Banking and Finance practices are “Highly regarded” in the rating. Sergey Petrachkov, Partner and Head of the Dispute Resolution and Restructuring/Insolvency Practices, and Magomed Gasanov, Partner of Dispute Resolution, Restructuring and Insolvency Practices, and Head of White Collar Crime, Compliance and Investigations are nominated in the category “Rising star partner”. Artur Chernykhov, Associate of the Dispute Resolution and Restructuring and Insolvency Practices, and Ekaterina Mayorova (Rogacheva), Associate of the Banking & Finance Practice, are mentioned as “Rising star” in the rating. Congratulations to the ALRUD team! IFLR 1000 is one of the leading international legal publications. The publication's specialists annually conduct market research around the world, on the basis of which they make a rating of the best practicing lawyers and law firms.
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ALRUD Corporate experts prepared an article for “The Year In Review” of ABA
Alexander Kleschev, Senior Associate, Anna Kuznetsova, Senior Attorney and Marina Naumova, Attorney, under the guidance of Anton Dzhuplin, ALRUD Partner within its Corporate and M&A practice, prepared an article on International M&A and Joint Ventures for the annual publication “The Year In Review” of ABA. This article summarizes important developments during 2020 in international mergers and acquisitions and joint ventures in Brazil, Canada, Chile, China, Italy, Russia, Spain, Ukraine, the United Kingdom, and the United States. The Year in Review is an annual survey of the law from around the world. On average, thirty to forty Committees of the ABA International Law Section contribute to the publication and capture the germane legal developments, key pieces of legislation, and landmark decisions that help to shape the legal tapestry of their respective countries and areas of interest. You can read the full publication by clicking on this link.
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Anton Dzhuplin re-elected as ABA Committee Vice Chair
Anton Dzhuplin, ALRUD partner within its Corporate and M&A practice, was re-elected, and will continue to exercise his powers as Vice Chair for the Year-in-Review of the International M&A Joint Venture Committee of the ABA International Law Section. Within the committee, world leading lawyers receive the most up-to-date legal information in this area of international law, and also have the opportunity to get to know the leading practitioners in the M&A profession. Communication, ideas exchange and cooperation help lawyers to achieve new success. This appointment is an important step in the development of ALRUD's Corporate and M&A practice, as well as a predictable success. It is the result of Anton Dzhuplin's long-term involvement in the preparation of domestic and international events within his specialization. The prestigious status of this position will undoubtedly contribute to the development of networking opportunities and the promotion of the interests of the ALRUD Law Firm and its clients in the global legal community. Anton will hold this office until August 10th 2022. ABA International M&A Joint Venture Committee focuses on legal and practical issues relating to international and comparative merger and acquisition and joint ventures, including efforts to develop greater international harmonization of laws, regional and national approaches to issues relating to mergers and acquisitions and joint ventures, and developments in countries, or regions, that are implementing, or changing, their mergers and acquisitions and joint venture laws.
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ALRUD experts prepared an overview of legislative requirements and practice with respect to Banking Regulation in Russia
ALRUD Banking & Finance experts prepared an overview of legislative requirements and law enforcement practice with respect to Banking Regulation in Russia for Thomson Reuters: The Banking Regulation Global Guide on Practical Law. Partner Anton Dzhuplin, Senior Associate Dina Kravchenko and Associate Elina Khoshaeva prepared the Russian part of the guide. The Banking Regulation guide provides a high-level overview of the governance and supervision of banks, including legislation, regulatory bodies and the role of international standards, licensing, the rules on liquidity, foreign investment requirements, liquidation regimes and recent trends in the regulation of banks. To read the full review, please click here.
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ALRUD strengthens its positions in the international ranking IFLR1000
ALRUD has once again taken high positions in M&A, Banking, Capital Markets, Restructuring and Insolvency, Project Finance and Project Development (Mining, Power, PPP/PFI) in the international ranking of law firms IFLR1000 of the International Financial Law Review. ALRUD has improved its results and moved up in Restructuring and Insolvency and Project Development: Mining. Partners Alexander Zharskiy (‘Highly Regarded’ in M&A, Banking, Restructuring and Insolvency), Anton Dzhuplin (‘Highly Regarded’ in M&A, Banking, Restructuring and Insolvency, Pharmaceuticals and Life Sciences, Social Infrastructure), as well as Associate Ekaterina Mayorova (Rogacheva) (‘Rising Star’ in Banking) are recommended in the individual rankings. The IFLR1000 is the guide to the world's leading financial and corporate law firms and lawyers. The IFLR1000 has been producing legal market intelligence since 1990 and remains the only international legal directory dedicated to ranking law firms and lawyers, on the basis of financial and corporate transactional work. For more information click here.
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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
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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.
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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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Best Lawyers, 2022 recommends Anton Dzhuplin in Information Technology Law and Technology Law.
Chambers Global, 2021 recommends Anton Dzhuplin in Corporate / M&A.
Chambers Europe, 2021 recommends Anton Dzhuplin in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2021 recommends Anton Dzhuplin in Corporate / M&A, Banking and Finance, Capital Markets, PPP and Infrastucture, Restructuring and Insolvency, Telecommunication, Media and Technology.
Best Lawyers, 2021 recommends Anton Dzhuplin in Information technology.
Chambers Global, 2020 recommends Anton Dzhuplin in Corporate / M&A.
Chambers Europe, 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.
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