Working hours: Mon. - Fri. 9.00 - 18.00
Dmitry Beresten
Senior Lawyer and Head of the Corporate Work Unit
Areas of specialization:
Education:
Financial University under the RF Government
Languages:
Russian, English
Contacts:
dberesten@abp.legal
8 499 990-72-35
- support of legal due diligence procedures for businesses and M&A transactions, obtaining permits from the Government Commission for Control over Foreign Investments for the purchase and sale of equity stakes in LLCs (Decree No. 81), shares (Decree No 138), support for the redomiciliation procedure
- drafting corporate and quasi-corporate agreements, convertible loan agreements, option agreements and options, foreign economic contracts;
- structuring of corporate governance, investment transactions
- advising on the risks of bringing to subsidiary liability, supervising the processes of reducing risks in bankruptcy and conducting bankruptcies of legal entities on the side of the debtor (decision-makers)
- protection against challenging transactions in bankruptcy proceedings on special and general grounds
Education:
Financial University under the RF Government
Languages:
Russian, English
Contacts:
dberesten@abp.legal
8 499 990-72-35
Lawyer recommended by LAW-300
Professional services
Individual hourly rate: RUB 15,000 per hour
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Diplomas and certificates
Higher legal education:
Additional professional education:
- Financial University under the Government of the Russian Federation (diploma with honors)
- PhD candidate (Law), theme: Legal Status of the Pledgor of a Stake (Shares) of a Business Entity (Financial University under the Government of the Russian Federation)
Additional professional education:
- Legal English. Corporate Law (Moscow Digital School, 2023);
- Lawyer in bankruptcy of individuals and legal entities (Marina Sunyaeva School of Law, 2022);
- Lawyer in M&A (Moscow Digital School, 2022 год);
- Legal English. Legal English for Professionals (STATUTE, 2022);
- Tax Advocacy (HSE, 2021)
Senior Lawyer and Head of the Corporate Work Unit at Afonin, Bozhor & Partners LLC, thanks to whose efforts the company was noted in Law-300 ranking of leading law firms in 2023 in the field of Corporate Law/Mergers and Acquisitions
Dmitry Beresten
Dmitry is engaged in bankruptcy projects to protect beneficiaries from subsidiary liability, as well as transactions from challenging on special and general grounds
Winner of the XVII All-Russian Competition "Legal Russia" in the category "General Lawyer"
Member of the Bankruptcy Club since January 2024
As an expert, he provided comments to Pravo.ru
Author of several articles, including:
- One of the largest IT businessmen of the "noughties" Vasily Vasin is bankrupt. He owes more than 5 billion rubles (Housing Law, No. 9, 2023)
- Problems of the legal status of the pledgee of corporate rights (Legislation and Law, No. 3, 2024)
He takes an active part in scientific conferences, including:
Specialist's projects
Support for Halsa's corporate restructuring
Problem
Halsa is the first startup in Russia to launch the sale of personal vitamin sets on a subscriber-based model. Against the background of changes in the corporate structure of the company, the exit of minority shareholders and the consolidation of investment equity stakes, the client applied for support of transactions for the purchase and sale of equity stakes
Project work
Support for the sale of equity stakes of minority shareholders in the authorized capital of HALSA LLC in favor of majority shareholders within one document with preliminary amendments to the company's charter. Taking into account the territorial remoteness of the parties to the transaction and the limited time for its conclusion, the timely execution of corporate approvals, powers of attorney, and consents of spouses was ensured
The result and benefits for the client
Prompt sale of equity stakes with minimal time and financial costs to the client and preliminary amendments to the charter to minimize such costs were ensured
Halsa is the first startup in Russia to launch the sale of personal vitamin sets on a subscriber-based model. Against the background of changes in the corporate structure of the company, the exit of minority shareholders and the consolidation of investment equity stakes, the client applied for support of transactions for the purchase and sale of equity stakes
Project work
Support for the sale of equity stakes of minority shareholders in the authorized capital of HALSA LLC in favor of majority shareholders within one document with preliminary amendments to the company's charter. Taking into account the territorial remoteness of the parties to the transaction and the limited time for its conclusion, the timely execution of corporate approvals, powers of attorney, and consents of spouses was ensured
The result and benefits for the client
Prompt sale of equity stakes with minimal time and financial costs to the client and preliminary amendments to the charter to minimize such costs were ensured
Legal due diligence of MySpeech service before the transaction
Problem
Before acquiring an equity stake in MySpeech, an online speech therapy and development service, a private investor needed a due diligence and an analysis of the proposed terms of the corporate agreement between the founders and investors
Project work
As part of the legal review, the corporate structure and the circumstances of attracting the first round of investors were studied, the corporate agreement and the agreement of intent were checked, accounting (financial) statements were checked, judicial portals were monitored, and the presence of debts was checked. The structure of corporate governance in the company was proposed, as well as a scheme for the purchase and sale of equity stakes in the authorized capital. An analysis of documents and information posted in the service was carried out, a check was carried out for their compliance with the legislation of the Russian Federation
The result and benefits for the client
The implementation of the project made it possible to protect the interests of the private investor, including legal and financial ones, to ensure the possibility of normal financing of the project, taking into account the provisions of the corporate agreement
Before acquiring an equity stake in MySpeech, an online speech therapy and development service, a private investor needed a due diligence and an analysis of the proposed terms of the corporate agreement between the founders and investors
Project work
As part of the legal review, the corporate structure and the circumstances of attracting the first round of investors were studied, the corporate agreement and the agreement of intent were checked, accounting (financial) statements were checked, judicial portals were monitored, and the presence of debts was checked. The structure of corporate governance in the company was proposed, as well as a scheme for the purchase and sale of equity stakes in the authorized capital. An analysis of documents and information posted in the service was carried out, a check was carried out for their compliance with the legislation of the Russian Federation
The result and benefits for the client
The implementation of the project made it possible to protect the interests of the private investor, including legal and financial ones, to ensure the possibility of normal financing of the project, taking into account the provisions of the corporate agreement
Due diligence for Careerspace—a service for the selection of personal vacancies
Problem
A private investor required a legal due diligence of the project before acquiring an equity stake in the company to make a decision on the acquisition of the stake, as well as to analyze and eliminate existing legal risks. The task was to analyze all aspects of the project, from the concept and intellectual property issues to the review of current contracts
Project work
The legal due diligence procedure was carried out, the following issues were analyzed:
The result and benefits for the client
Recommendations were provided to the client for the prompt implementation of investments, the compliance of the target company activities with the interests of the investor and Russian legislation was checked
A private investor required a legal due diligence of the project before acquiring an equity stake in the company to make a decision on the acquisition of the stake, as well as to analyze and eliminate existing legal risks. The task was to analyze all aspects of the project, from the concept and intellectual property issues to the review of current contracts
Project work
The legal due diligence procedure was carried out, the following issues were analyzed:
- the legality of the organization's activities, taking into account the collection of data from third-party sources
- compliance of the website and the application with the current legislation
- transfer of assets related to the service to the target company
- registration of intellectual rights, the regime of information protection with limited access
- formalization of relations with employees and contractors
- distribution of votes and profits in the company, taking into account the investments already made
The result and benefits for the client
Recommendations were provided to the client for the prompt implementation of investments, the compliance of the target company activities with the interests of the investor and Russian legislation was checked
Structuring an equity stake purchase and sale transaction in the InfoLesson service
Problem
A resident company of the EdTech cluster of the Skolkovo Fund required the approval of the Government Commission for Control over Foreign Investment as part of the purchase and sale of equity stakes with the participation of foreign entities, taking into account the Decree of RF President dated 01.03.2022 N 81
Project work
Structuring the purchase and sale of an equity stake, drafting and submitting an application to the Government Commission for Control over Foreign Investment, agreeing on the terms of application to the Ministry of Finance, drafting corporate decisions on the approval of the transaction
The result and benefits for the client
The implementation of the project allows the client to maintain the status of a resident of the EdTech cluster of the Skolkovo Foundation and continue its research activities
A resident company of the EdTech cluster of the Skolkovo Fund required the approval of the Government Commission for Control over Foreign Investment as part of the purchase and sale of equity stakes with the participation of foreign entities, taking into account the Decree of RF President dated 01.03.2022 N 81
Project work
Structuring the purchase and sale of an equity stake, drafting and submitting an application to the Government Commission for Control over Foreign Investment, agreeing on the terms of application to the Ministry of Finance, drafting corporate decisions on the approval of the transaction
The result and benefits for the client
The implementation of the project allows the client to maintain the status of a resident of the EdTech cluster of the Skolkovo Foundation and continue its research activities
Support for redomiciliation of Cypriot companies in Russia
Problem
The Republic of Cyprus complies with EU and US sanctions against Russian companies and is also recognized as an unfriendly state and offshore under Russian law, in connection with which two clients owning stakes in sanctioned companies needed to return the possibility of corporate control over foreign holding companies by their redomiciliation to the territory of a special administrative region in Russia
Project work
The set of documents required for redomiciliation from foreign regulatory authorities was obtained, apostilled, and translated, and the procedure for making a decision on redomiciliation was supported. Clients were provided with comprehensive advice on compliance with the legislation on international companies in Russia, including the rules for preparing and submitting reports, as well as making a contribution of RUB 50,000,000 to subsidiaries in Russia
The result and benefits for the client
Corporate control over subsidiaries of redomiciliated organizations located in the Russian Federation was restored. Clients are able to make decisions in relation to subsidiaries, as well as receive dividends from the use of Russian assets
The Republic of Cyprus complies with EU and US sanctions against Russian companies and is also recognized as an unfriendly state and offshore under Russian law, in connection with which two clients owning stakes in sanctioned companies needed to return the possibility of corporate control over foreign holding companies by their redomiciliation to the territory of a special administrative region in Russia
Project work
The set of documents required for redomiciliation from foreign regulatory authorities was obtained, apostilled, and translated, and the procedure for making a decision on redomiciliation was supported. Clients were provided with comprehensive advice on compliance with the legislation on international companies in Russia, including the rules for preparing and submitting reports, as well as making a contribution of RUB 50,000,000 to subsidiaries in Russia
The result and benefits for the client
Corporate control over subsidiaries of redomiciliated organizations located in the Russian Federation was restored. Clients are able to make decisions in relation to subsidiaries, as well as receive dividends from the use of Russian assets
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Working hours: Mon. - Fri. 9.00 - 18.00
Afonin, Bozhor and Partners LLC
OGRN 1187746441255
INN/KPP 7707413213/770901001
Personal data processing policy
Offer Agreement for the Provision of Legal Services
OGRN 1187746441255
INN/KPP 7707413213/770901001
Personal data processing policy
Offer Agreement for the Provision of Legal Services