PERICLES LLM STUDENTS FORUM

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Teets, Robert

mybb@mybb.ru (ANI) — Wed, 03 Sep 2008 14:17:59 +0400

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Webb, Philip

mybb@mybb.ru (ANI) — Wed, 03 Sep 2008 13:57:04 +0400

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Schulze, Peter

mybb@mybb.ru (Admin) — Wed, 27 Aug 2008 14:39:52 +0400

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Mergers & Acquisitions Master Class, Professor Brooks et al, Wednesday

mybb@mybb.ru (Admin) — Wed, 27 Aug 2008 14:33:03 +0400

The M&A lawyer fulfills multiple functions, acting as an advisor, a planner,
a negotiator, an investigator, and a drafter; guiding the client through
multiple legal hurdles involving corporate law and regulatory issues, tax,
intellectual property, employment law, and anti-trust issues. Moreover, he
must be both a leader (sheparding multiple legal specialists) and a team
player (working closely with accountants, investment bankers and
management.) This course will try to briefly capture a sense of all these
aspects. We will discuss the common forms of acquiring interests in
businesses, negotiations, agreements, defensive strategies to hostile
takeovers, roles and duties of officers and directors, due diligence, and
potential roadblocks. The course pays particular attention to achieving
client goals through the drafting process. As this is an American program,
we will touch on US regulation of M&As, but we will also cover issues
relevant to Russian and, time permitting, international practice.
Patrick J. Brooks is an associate at the law firm of Squire, Sanders and
Dempsey's Moscow office. He has a diverse corporate practice focused on
cross-border transactions with a focus on mergers and acquisitions, private
equity and corporate finance in Russia. He has represented both US and
Russian companies in numerous M&A and investment ventures. Mr. Brooks
focused the first 7 years of his legal career on corporate restructuring
matters and U.S. bankruptcy law and has extensive experience in providing
strategic counsel to distressed businesses, debtors, secured and unsecured
creditors, asset purchasers and investors in connection with the
restructuring and reorganization of distressed companies and the acquisition
and divestiture and their assets. Mr. Brooks served as lead associate for
the Official Committee of Unsecured Creditors of Enron Corp. in litigation
seeking to avoid billions of dollars in transfers related to highly complex
financing structures involving Enron and one of its tier-one banks.
This is a "master class" meaning that, while Professor Brooks is in charge
of coordinating the course and will be teaching the first couple of classes,
various guest experts, brought from law firms and industry, will be giving
the bulk of the lectures.

Guest speakers have not all been confirmed yet, but we have confirmed that
the Due Diligence and Valuation portion will be conducted by Jim Mandel, the
head of the legal department at Ernst & Young, and the portion on
shareholder conflicts will be conducted by Matt Roazen, chief international
counsel for Alfa group. Baker & McKenzie and other law firms have promissed
to contribute other sessions but we do not yet know which ones.

Class Date Class topic
1 24 September Introduction: reasons for mergers and acquisitions, basic terminology, varying legal regimes; Basic types of mergers and acquisitions: cash tenders, stock swaps, mergers.
2 1 October More Introduction: Structuring the deal and managing risks, tax issues, antitrust issues, securities issues.
3 8 October Negotiating the M&A transaction.
4 15 October Valuation and due diligence
5 22 October Drafting share purchase agreements and other acquisition documents.
6 29 October Fiduciary duties of the target and acquirer at the shareholder/management/board levels: disclosure obligations
5 November No class. Mid-term break. (subject to adjustment)
7 12 November Shareholder conflicts.
8 19 November Distressed acquisitions and successorship issues
9 26 November Takeover Defenses: major defense mechanisms; choosing, predicting, overcoming defenses
10 3 December International M&A-legislative issues in varying jurisdictions.
11 10 December International M&A continued
12 17 December Wrap up and additional issues as needed

Intro to US Tax Law, Tuesday nights 19:30-21:30 by Art Franczek

mybb@mybb.ru (Admin) — Wed, 20 Aug 2008 09:58:43 +0400

Intro to US Tax Law, 2 credits, will run on Tuesday nights 19:30-21:30. The course will be taught by Art Franczek. Art is the president of the American Institute of Business & Economics, a top ranked Western style MBA program in Russia. Although Art is not a lawyer, he holds an MBA, a CPA and a Masters fo Science in Taxation from DePaul University in Chicago, has several published articles on taxation issues, and has taught tax accounting, tax policy, comparative taxation and similar courses to business students for the past 20 years. He is a member of the American Chamber of Commerce Tax Committee, and Co-Chair of the Customs Committee, and in between teaching for AIBEc he is a frequently conference speaker on comparative taxation and tax accounting issues at various institutions and businesses around the world. This will be his first foray into teaching law students, but I think he the most qualified person in Russia to teach such a course.

Professional Responsibility Tuesdays 19:00-22:00, Professor Webb

mybb@mybb.ru (Richard) — Sat, 16 Aug 2008 12:01:09 +0400

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Dent, Marian

mybb@mybb.ru (Maria) — Fri, 15 Aug 2008 16:52:23 +0400

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European Union Law Mondays, 19:00-22:00, Professor Floudas

mybb@mybb.ru (Max) — Fri, 15 Aug 2008 12:56:40 +0400

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Andrew Mendelssohn

mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:49:09 +0400

Andrew Mendelssohn, who taught Legal Writing I and Legal English for us last semester has been promoted to Director of Legal Skills Programs (ie courses like Legal Writing I & II, Contract Drafting & Negotiations), and of course he will continue to teach these courses as well as directing others. Andrew is also not yet on our web site. Andrew obtained his Bachelors Degree from UC Berkeley, and his J.D. from Loyola Marymount in Los Angeles. Upon graduation from law school, Andrew worked as in-house counsel for a mortgage company. Then he joined a small California law firm where he specialized in bankruptcy, real estate and business law. In 2002 he moved to North Carolina to open his own law practice, but after a couple of years he was bitten by the travel bug so took a position with a US government grantee and moved to Ekaterinburg to teach History, English, and Human Rights Law at various Ekaterinburg universities, including the Urals State Law Academy. He moved to Moscow at the end of 2007. He is a member of the California and North Carolina Bars.

Valery Bochnev

mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:48:16 +0400

Valery Bochnev is a native of Russia who moved to the US prior to the breakup of the Soviet Union. He received his Bachelors from NYU and for his law degree he attended Rutgers and then transfered and graduated from Brooklyn Law School. He has worked in employee benefits law for the Bank of America in San Francisco, and has spent several years with various small to medium size law firms and in private practice in New York, dealing with contracts, commerical real estate, insurance law, and litigation. In 2006 he moved to Moscow as in-house counsel to an international film company where he represented the interests of Walt Disney, Columbia Pictures, Sony Entertainment and others. Valery also has experience teaching English in New York schools with the Kaplan company, and freelancing in Moscow. He is a member of the New York Bar. Valery will be teaching Legal Writing II.

Anne Bodley

mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:47:09 +0400

Anne Bodley is a dual Australian/US citizen who moved to Moscow in October 2007 to work as an Associate at Clifford Chance Moscow in the banking and finance group. Before that she spent three years as a Legal Officer at the UN International Criminal Tribunal for Rwanda and for the Former Yugoslavia. She has also worked as an associate at Allen & Overy in London and Brussels, and at Mayer, Brown & Platt in New York. Despite her recent arrival, Anne is not new to Moscow. Before law school she worked in Russia for two years as a Project Officer for the US Agency for International Development. She received her law degree from New York University in 1999. She is a member of the New York Bar. Anne will be teaching Legal Writing I.

Intro to American Law, Saturdays 10:00-13:00, Professor Teets

mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:42:53 +0400

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WTO Law, Thursdays 19:00-22:00, Professor Parenti

mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:41:58 +0400

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mybb@mybb.ru (Admin) — Fri, 15 Aug 2008 12:39:24 +0400

Courses already set for this semester are:
European Union Law Mondays, 19:00-22:00, Professor Floudas

Professional Responsibility Tuesdays 19:00-22:00, Professor Webb

WTO Law, Thursdays 19:00-22:00, Professor Parenti

Intro to American Law, Saturdays 10:00-13:00, Professor Teets

Intro to US Tax Law, Tuesday nights 19:30-21:30, Art Franczek.

Mergers & Acquisitions Master Class, Professor Brooks et al, Wednesdays
19:30-21:30

Legal Writing I, your choice of which group to take:
Group 1, Professor Mendelssohn (and assistant to be determined), Thursdays 19:00-21:00
Group 2, Professor Mendeslssohn and Bodley, Saturdays,14:00-16:00

Legal Writing II, Professor Dent, Saturdays, 16:10-18:00

Myers, David (Antitrust & Competition Law)

mybb@mybb.ru (King of torts) — Thu, 31 Jul 2008 20:51:19 +0400

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Nielsen, Holly

mybb@mybb.ru (Anton) — Thu, 31 Jul 2008 12:57:47 +0400

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Petruzzi, Frank

mybb@mybb.ru (Admin) — Thu, 31 Jul 2008 10:58:16 +0400

practiced law in the states of Ohio and Pennsylvania from 1983 to 1994 and was chief of financial crimes investigation and head of the legal department for an Ohio State agency. Later as a sole practitioner, his practice focussed on tax and family law. In 1994 he moved to Russia with the Peace Corps. Since then, working in the cities of Moscow, St. Petersburg, Samara, Nizhny Novgorod and Yekaterinburg Mr. Petruzzi has managed the establishment or reorganization of several complicated projects for clients including the U.S. Government and the UNDP. He holds a J.D. from the University of Akron, Ohio. At Pericles Mr. Petruzzi teaches Introduction to American Law, Contract Drafting and Secured Transactions.

O'Grady, Kristin

mybb@mybb.ru (Admin) — Thu, 31 Jul 2008 10:57:20 +0400

was most recently with the American Public Transportation Association, where she worked for over six years as counsel/lobbyist for this non-profit industry association representing the public transportation industry sector. Ms. O'Grady also has a long history in international affairs, dating back to her work with the US Department of Commerce and the US Trade Representative, where she focused on Canadian trade, subsidies, tariffs, dispute settlement, and natural resource management issues. In addition, she worked with the US Department of Energy on on-site inspection provisions in arms control agreements and other treaty interpretation matters. She has also been published in scholarly journals on several international topics. She holds a Juris Doctorate from the University of New Mexico School of Law. She is teaching Property Law at Pericles.

Lissniak, Vladimir

mybb@mybb.ru (Admin) — Thu, 31 Jul 2008 10:52:23 +0400

is Pericles director. He graduated from the International Law faculty of MGIMO almost 20 years ago and went on to represent Russia in France for a number of years as a diplomat. He specializes in Negotiations and Dispute Resolution where he has had many years of experience both in the public and private sectors. In addition, Mr. Lissniak has led Pericles in numerous public interest projects, such as publishing of several European books on Banking Law and Finance, organizing training programs for Russian judges, lawyers and bankers abroad, and acting as counsel to the Moscow Mayor's Office and Moscow Region Government. A professor who believes in hands-on, interactive exercises, Professor Lissniak's regular summer courses in negotiations for lawyers and negotions for business persons are among Pericles' most popular course offerings.

Klein, Daniel

mybb@mybb.ru (Admin) — Thu, 31 Jul 2008 10:51:06 +0400

is a partner in the largest independent foreign-owned Russian-based law firm, Hellevig, Klein & Usov. He is also a Director at the Independent Directors Association, and co-owner of Avenir Accounting company & Avenir Recruitment, as well as acting Legal Editor for Passport Magazine. Professor Klein has also worked as an investment officer for an Austrian-based Siemen's owned adventure capital company that was going public and other corporate and legal roles in various companies and countries including New York's IP law firm, Pennie & Edmonds. He has a law degree from NYLS, an MBA from London Business School and a mechanical engineering degree from Washington Univeristy. Professor Klein also speaks, Russian, French, Spanish and Czech. He teaches Securities Regulation and other courses at Pericles.

Donovan, Edward

mybb@mybb.ru (Admin) — Thu, 31 Jul 2008 10:48:21 +0400

graduated with a B.S. degree in Chemistry from Fort Lewis College in Durango, Colorado and then received his J.D. from Southwestern University and in 1989, he began practicing with the Intellectual Property firm of Sheldon & Mak, before eventually forming his own firm with others. Mr. Donovan has spent many hours in U.S. Federal Courts litigating intellectual property claims for clients and representing their interests before the USPTO. Mr. Donovan has also represented various clients in general business affairs and U.S. Customs law, particularly in the international fashion and accessories industry. Mr. Donovan also teaches skiing and is a strong outdoor enthusiast, living in Colorado. Mr. Donovan teaches Intellectual Property Law and Legal English at Pericles.

PERICLES LLM STUDENTS FORUM

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Teets, Robert

Webb, Philip

Schulze, Peter

Mergers & Acquisitions Master Class, Professor Brooks et al, Wednesday

Intro to US Tax Law, Tuesday nights 19:30-21:30 by Art Franczek

Professional Responsibility Tuesdays 19:00-22:00, Professor Webb

Dent, Marian

European Union Law Mondays, 19:00-22:00, Professor Floudas

Andrew Mendelssohn

Valery Bochnev

Anne Bodley

Intro to American Law, Saturdays 10:00-13:00, Professor Teets

WTO Law, Thursdays 19:00-22:00, Professor Parenti

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Myers, David (Antitrust & Competition Law)

Nielsen, Holly

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Petruzzi, Frank

O'Grady, Kristin

Lissniak, Vladimir

Klein, Daniel

Donovan, Edward

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