News and Highlights
Our Highlights
20.08.2024
Aksio Partners team, acting as M&A advisor to the seller, has assisted in sale of a Bombardier Global 5000 aircraft by a Cyprus client with delivery in the UK.
The transaction has been very prolonged due to a multiple of external reasons and required intense negotiation between its parties as well as coordination between various advisors, including lawyers, brokers, tax advisors, customs warehouse service, aircraft operator, maintenance centre etc.
John Clevenger, President of Airfleet Resources, Ltd, who acted as a seller-side broker for the transaction, states:
“In 23 years of business, we can unequivocally state that the sale of the private jet Bombardier Global 5000 was the most difficult and complex transaction we have ever encountered.
Taking 8 months to complete, we run into huge complexities in numerous areas, including having to obtain consent from the English High Court in regard to the world freezing order in place; having to arrange a “back to back” tripartite transaction, due to longstanding legal barriers between Seller and Buyer jurisdiction; having to carve out multiple commercial and legal substructures related to overdue major maintenance, the restructuring and payment of multiple aircraft service-related programs, and having to deal with the complexities of a very slow manufacturer technical support. We also formulated a virtual customs warehouse to facilitate.
In short, AKSIO Partners were excellent throughout – super sharp, a pleasure to deal with, and very able to under nuance. We highly recommend AKSIO and look forward to working on other projects with them.”
Aksio Partners team, acting as M&A advisor to the seller, has assisted in sale of a Bombardier Global 5000 aircraft by a Cyprus client with delivery in the UK.
The transaction has been very prolonged due to a multiple of external reasons and required intense negotiation between its parties as well as coordination between various advisors, including lawyers, brokers, tax advisors, customs warehouse service, aircraft operator, maintenance centre etc.
John Clevenger, President of Airfleet Resources, Ltd, who acted as a seller-side broker for the transaction, states:
“In 23 years of business, we can unequivocally state that the sale of the private jet Bombardier Global 5000 was the most difficult and complex transaction we have ever encountered.
Taking 8 months to complete, we run into huge complexities in numerous areas, including having to obtain consent from the English High Court in regard to the world freezing order in place; having to arrange a “back to back” tripartite transaction, due to longstanding legal barriers between Seller and Buyer jurisdiction; having to carve out multiple commercial and legal substructures related to overdue major maintenance, the restructuring and payment of multiple aircraft service-related programs, and having to deal with the complexities of a very slow manufacturer technical support. We also formulated a virtual customs warehouse to facilitate.
In short, AKSIO Partners were excellent throughout – super sharp, a pleasure to deal with, and very able to under nuance. We highly recommend AKSIO and look forward to working on other projects with them.”
01.02.2024
Since 2022, Ukraine has implemented stringent reporting rules concerning Controlled Foreign Companies (CFCs). These regulations impact individuals who hold significant stakes in foreign companies. It’s essential for affected parties to understand their obligations to comply with the reporting requirements.
Reporting Criteria
The reporting criteria stipulate that individuals are obligated to report if they directly or indirectly own a share in a foreign company exceeding 50%. Additionally, individuals must report if they own a share exceeding 10%, provided that together with other residents of Ukraine, they collectively own more than 50% of the company.
Reporting Procedure
Owners of foreign companies are mandated to submit a report on controlled foreign companies to the tax authorities alongside their income declaration for the year 2023. The deadline for submitting this report is May 1, 2024.
Required Documents
The report must include legalized and translated financial statements of the foreign company for the respective year. It is crucial to collect financial statements no later than two weeks before the submission deadline.
Preparation and Compliance
To meet the reporting obligations effectively, individuals planning to report on CFCs should start collecting the necessary documents and information well in advance. Adequate preparation is key to ensuring that all required information is accurately compiled and submitted within the specified deadline.
Consequences of Non-Compliance
Failure to comply with the reporting rules regarding CFCs can result in penalties and other legal consequences. Therefore, it is imperative for affected individuals to adhere to the regulations and fulfill their responsibilities as CFC owners.
To sum it up, by understanding the reporting rules, affected individuals can ensure compliance and avoid potential penalties. It is essential to adhere to the deadline for submission and ensure that all required documentation is accurately compiled and submitted to the tax authorities.
Should you need further guidance, do not hesitate to contact Aksio's tax experts at frontdesk@aksio.eu
Since 2022, Ukraine has implemented stringent reporting rules concerning Controlled Foreign Companies (CFCs). These regulations impact individuals who hold significant stakes in foreign companies. It’s essential for affected parties to understand their obligations to comply with the reporting requirements.
Reporting Criteria
The reporting criteria stipulate that individuals are obligated to report if they directly or indirectly own a share in a foreign company exceeding 50%. Additionally, individuals must report if they own a share exceeding 10%, provided that together with other residents of Ukraine, they collectively own more than 50% of the company.
Reporting Procedure
Owners of foreign companies are mandated to submit a report on controlled foreign companies to the tax authorities alongside their income declaration for the year 2023. The deadline for submitting this report is May 1, 2024.
Required Documents
The report must include legalized and translated financial statements of the foreign company for the respective year. It is crucial to collect financial statements no later than two weeks before the submission deadline.
Preparation and Compliance
To meet the reporting obligations effectively, individuals planning to report on CFCs should start collecting the necessary documents and information well in advance. Adequate preparation is key to ensuring that all required information is accurately compiled and submitted within the specified deadline.
Consequences of Non-Compliance
Failure to comply with the reporting rules regarding CFCs can result in penalties and other legal consequences. Therefore, it is imperative for affected individuals to adhere to the regulations and fulfill their responsibilities as CFC owners.
To sum it up, by understanding the reporting rules, affected individuals can ensure compliance and avoid potential penalties. It is essential to adhere to the deadline for submission and ensure that all required documentation is accurately compiled and submitted to the tax authorities.
Should you need further guidance, do not hesitate to contact Aksio's tax experts at frontdesk@aksio.eu
13.10.2023
Client of Aksio Partners, a European aircraft lessor Serendip LDA, has sued AIG in in the High Court of Justice of England and Wales, alleging it is owed $31.8 million after its planes became stuck in Ukraine following a missile strike on the country's Dnipro airport in the wake of Russia's February 2022 invasion.
https://www.law360.com/insurance-uk/articles/1730776/aircraft-lessor-fights-for-31m-over-planes-stuck-in-ukraine
Serendip LDA claims that AIG UK Ltd. breached their insurance contract after failing to pay any sum of compensation for the value of three aircraft leased to a Ukrainian airline and grounded in a heavily bombed airport with no runway.
The lawsuit also names Talbot Underwriting Holdings Ltd. under an alternative provision in the insurance policy. On the day Russia invaded, Talbot issued a 24 hours' notice to amend the reinsurance contract to exclude cover in Ukraine, which Serendip said was "ineffective, invalid and not binding," the claim said. Serendip claims that Talbot had no right to amend the originally seven-day notice period and under the contract the geographical scope of their insurance cover could not be reduced or changed.
Serendip was insured and reinsured for a period up to June 6, 2022, and notified its insurers on May 30, 2022, of the total losses to the aircraft amounting to $31,849,331, according to the claim. It seeks indemnity or damages for the same amount.
Serendip LDA is represented by Derrick Dale KC and Christopher Langley of Fountain Court Chambers, instructed by Hausfeld & Co. LLP.
Aksio Partners provides advisory assistance to the Client by (i) coordinating and assisting the client's professional advisers (tax advisors, valuators, legal advisors etc.), (ii) collecting of evidential and supporting documentation of the clients (and their investments and witnesses) during the dispute and (iii) advising on the dispute strategy.
Client of Aksio Partners, a European aircraft lessor Serendip LDA, has sued AIG in in the High Court of Justice of England and Wales, alleging it is owed $31.8 million after its planes became stuck in Ukraine following a missile strike on the country's Dnipro airport in the wake of Russia's February 2022 invasion.
https://www.law360.com/insurance-uk/articles/1730776/aircraft-lessor-fights-for-31m-over-planes-stuck-in-ukraine
Serendip LDA claims that AIG UK Ltd. breached their insurance contract after failing to pay any sum of compensation for the value of three aircraft leased to a Ukrainian airline and grounded in a heavily bombed airport with no runway.
The lawsuit also names Talbot Underwriting Holdings Ltd. under an alternative provision in the insurance policy. On the day Russia invaded, Talbot issued a 24 hours' notice to amend the reinsurance contract to exclude cover in Ukraine, which Serendip said was "ineffective, invalid and not binding," the claim said. Serendip claims that Talbot had no right to amend the originally seven-day notice period and under the contract the geographical scope of their insurance cover could not be reduced or changed.
Serendip was insured and reinsured for a period up to June 6, 2022, and notified its insurers on May 30, 2022, of the total losses to the aircraft amounting to $31,849,331, according to the claim. It seeks indemnity or damages for the same amount.
Serendip LDA is represented by Derrick Dale KC and Christopher Langley of Fountain Court Chambers, instructed by Hausfeld & Co. LLP.
Aksio Partners provides advisory assistance to the Client by (i) coordinating and assisting the client's professional advisers (tax advisors, valuators, legal advisors etc.), (ii) collecting of evidential and supporting documentation of the clients (and their investments and witnesses) during the dispute and (iii) advising on the dispute strategy.
28.08.2023
Investment Arbitration Reporter reported on potential denouncing of Ukraine-Russia BIT.
On 10 August 2023 Ukraine's legislature, the Verkhovna Rada, has adopted a law providing for the unilateral denunciation of the 1998 Russia-Ukraine bilateral investment treaty (BIT). Following the President's signature, the termination law will enter into force one day after its publication.
Presumably, Ukraine's decision to denounce the BIT entails that the BIT will expire on January 27, 2025 – with the sunset protection for pre-existing investments lasting until January 27, 2035.
Comments from Aksio Partners
If the report is correct, Ukraine now plans to invoke the termination provisions of the BIT itself.
This should, in theory, pose no risk to awards already issued or proceedings already commenced under the BIT, since the termination would not take effect until 2025, and the sunset provisions of the BIT would remain in place.
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and four Final Awards awarding total compensation in excess of US$ 280 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
Investment Arbitration Reporter reported on potential denouncing of Ukraine-Russia BIT.
On 10 August 2023 Ukraine's legislature, the Verkhovna Rada, has adopted a law providing for the unilateral denunciation of the 1998 Russia-Ukraine bilateral investment treaty (BIT). Following the President's signature, the termination law will enter into force one day after its publication.
Presumably, Ukraine's decision to denounce the BIT entails that the BIT will expire on January 27, 2025 – with the sunset protection for pre-existing investments lasting until January 27, 2035.
Comments from Aksio Partners
If the report is correct, Ukraine now plans to invoke the termination provisions of the BIT itself.
This should, in theory, pose no risk to awards already issued or proceedings already commenced under the BIT, since the termination would not take effect until 2025, and the sunset provisions of the BIT would remain in place.
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and four Final Awards awarding total compensation in excess of US$ 280 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
09.03.2023
Clients of Aksio Partners (Unimain & others) have received judgement of the European Court of Justice against Financial and Capital Market Commission of Latvia (the 'FCMC') regarding "connection to Latvia" restrictions which adversely affected our clients.
The ECJ decided that the restrictions on the banking sector, imposed by the FCMC, which prohibit banks from cooperating with persons "who have no connection with the member state of this credit institution" are contrary to the core principles of the European Union - the freedom to provide services, as well as the free movement of capital (unless said restrictions are objective, proportionate and are not excessive).
Latvian lawyers Loze&Partners, who have been acting as the lead legal advisor to the Clients, expressed their belief that this judgment should significantly improve the ability of credit institutions to provide services throughout the European Union.
Clients of Aksio Partners (Unimain & others) have received judgement of the European Court of Justice against Financial and Capital Market Commission of Latvia (the 'FCMC') regarding "connection to Latvia" restrictions which adversely affected our clients.
The ECJ decided that the restrictions on the banking sector, imposed by the FCMC, which prohibit banks from cooperating with persons "who have no connection with the member state of this credit institution" are contrary to the core principles of the European Union - the freedom to provide services, as well as the free movement of capital (unless said restrictions are objective, proportionate and are not excessive).
Latvian lawyers Loze&Partners, who have been acting as the lead legal advisor to the Clients, expressed their belief that this judgment should significantly improve the ability of credit institutions to provide services throughout the European Union.
05.10.2022
Clients of Aksio Partners (Lugzor & others) have received final award of the Permanent Court of Arbitration (Netherlands) in their arbitration against Russian Federation for the loss of their investment in Crimea.
The Tribunal decided that the Russian Federation breached the Agreement Between the Russian Federation and Ukraine on the Encouragement and Mutual Protection of Investments, dated 27 November 1998, in respect of the Claimants' investments, and ordered for the Russian Federation to compensation to the Claimants for the expropriation of their investments in the Crimea in the total amount of over USD 60,000,000 plus interests accrued.
Fieldfisher LLP has been acting as the lead legal advisor to the Clients.
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and four Final Awards awarding total compensation in excess of US$ 280 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
Clients of Aksio Partners (Lugzor & others) have received final award of the Permanent Court of Arbitration (Netherlands) in their arbitration against Russian Federation for the loss of their investment in Crimea.
The Tribunal decided that the Russian Federation breached the Agreement Between the Russian Federation and Ukraine on the Encouragement and Mutual Protection of Investments, dated 27 November 1998, in respect of the Claimants' investments, and ordered for the Russian Federation to compensation to the Claimants for the expropriation of their investments in the Crimea in the total amount of over USD 60,000,000 plus interests accrued.
Fieldfisher LLP has been acting as the lead legal advisor to the Clients.
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and four Final Awards awarding total compensation in excess of US$ 280 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
16.10.2021
Aksio Partners team, acting as M&A advisor to the seller, has completed a cross-border M&A transaction - sale of 100% shares in the Danish company, Amicos A/S to the company's management. Amicos A/S has a developed mini computer/PC based software system used by airline operators unable to use the big mainframe systems typically used by the national airlines.
The transaction involved multistage SPA draftings and negotiations, involving debt to equity conversion.
Co-head of Corporate M&A and Head of Capital Markets, Partner Sam Jalaei from Magnusson Denmark, who acted as legal advisor to the seller, states: "It has been a sheer pleasure working with Aksio. This was a difficult deal with high emotions and complexity involved, but team of Aksio managed to keep cool and bring it across the finish line. Aksio worked very hard on this deal with us, we'd love to work with them again." https://lnkd.in/dwd6bWDN
Aksio Partners team, acting as M&A advisor to the seller, has completed a cross-border M&A transaction - sale of 100% shares in the Danish company, Amicos A/S to the company's management. Amicos A/S has a developed mini computer/PC based software system used by airline operators unable to use the big mainframe systems typically used by the national airlines.
The transaction involved multistage SPA draftings and negotiations, involving debt to equity conversion.
Co-head of Corporate M&A and Head of Capital Markets, Partner Sam Jalaei from Magnusson Denmark, who acted as legal advisor to the seller, states: "It has been a sheer pleasure working with Aksio. This was a difficult deal with high emotions and complexity involved, but team of Aksio managed to keep cool and bring it across the finish line. Aksio worked very hard on this deal with us, we'd love to work with them again." https://lnkd.in/dwd6bWDN
23.10.2020
In recent article Global Arbitration Review "Stay clear of political issues, Russian minister warns tribunals" Russia's Deputy Minister of Justice Mikhail Galperin has argued that arbitral tribunals lack authority to decide private claims that involve determination of national or international political questions.
Mr Galperin referred to investment treaty cases brought against Russia by Ukrainian investors in Crimea for breach of 1998 bilateral investment treaty.
Mr Galperin noted that when claimants' investments were made, the territory was under domestic control prior to its annexation by Russia in early 2014. Mr Galperin stated that since Russia and Ukraine disagree on the sovereign control of Crimea, a tribunal cannot resolve the dispute either.
Comments from Aksio Partners
These and many other arguments of Russian Federation have been already tested by reputable tribunals and experts in international law in numerous awards against RF, as well as defended by Crimean investors in set aside proceedings initiated by the Russian Federation in the Swiss Supreme Court.
RF's sovereignty argument:
None of the arbitral Tribunals was required to rule on the sovereign status of Crimea and contrary to what the RF suggests none of the Tribunals did rule on the sovereign status of Crimea. In finding jurisdiction the Tribunal under the claim of one of the Crimean investor vs RF noted that it expressed no view on the legality of Crimea's incorporation into Russia or on the legitimacy of the sovereignty claims over this territory. Similarly, another tribunal noted that they did not reach any view on the legality or illegality under international law of the incorporation of the Crimean Peninsula by the Russian Federation or on the sovereignty claims of Ukraine and the Russian Federation in respect of the Crimean Peninsula.
The existence of a sovereignty dispute over Crimea does not automatically suspend the application of the Treaty to Crimea. There is no principle in international law, based on which competing claims over sovereignty of a territory would suspend or terminate the application of a treaty to that territory.
RF's arguments on investments:
The Treaty does not require an investment to be originally made in the territory of the RF. It is irrelevant that Crimea was not part of the territory of the RF when the Crimean Investors made their investments in Crimea. Their investments came under Treaty protection – and thus were made in the RF -- when the RF assumed control over Crimea.
A number of Tribunals under claims of Crimean Investors as well as Swiss Federal Supreme Court in oral deliberations (a unique feature of Swiss Federal Supreme Court practice in which the judges deliberate and decide a case in public) confirmed such interpretation of the Treaty. John Townsend of Hughes Hubbard & Reed LLC, who led the legal team representing the Ukrainian investors in five arbitrations against the RF, notes that "Every one of the distinguished arbitral tribunals that has considered the question, and every national court that has reviewed one of their awards, has rejected the argument advanced by the Russian Federation."
Credentials
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and three Final Awards awarding total compensation in excess of US$ 200 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
Sources:
In recent article Global Arbitration Review "Stay clear of political issues, Russian minister warns tribunals" Russia's Deputy Minister of Justice Mikhail Galperin has argued that arbitral tribunals lack authority to decide private claims that involve determination of national or international political questions.
Mr Galperin referred to investment treaty cases brought against Russia by Ukrainian investors in Crimea for breach of 1998 bilateral investment treaty.
Mr Galperin noted that when claimants' investments were made, the territory was under domestic control prior to its annexation by Russia in early 2014. Mr Galperin stated that since Russia and Ukraine disagree on the sovereign control of Crimea, a tribunal cannot resolve the dispute either.
Comments from Aksio Partners
These and many other arguments of Russian Federation have been already tested by reputable tribunals and experts in international law in numerous awards against RF, as well as defended by Crimean investors in set aside proceedings initiated by the Russian Federation in the Swiss Supreme Court.
RF's sovereignty argument:
None of the arbitral Tribunals was required to rule on the sovereign status of Crimea and contrary to what the RF suggests none of the Tribunals did rule on the sovereign status of Crimea. In finding jurisdiction the Tribunal under the claim of one of the Crimean investor vs RF noted that it expressed no view on the legality of Crimea's incorporation into Russia or on the legitimacy of the sovereignty claims over this territory. Similarly, another tribunal noted that they did not reach any view on the legality or illegality under international law of the incorporation of the Crimean Peninsula by the Russian Federation or on the sovereignty claims of Ukraine and the Russian Federation in respect of the Crimean Peninsula.
The existence of a sovereignty dispute over Crimea does not automatically suspend the application of the Treaty to Crimea. There is no principle in international law, based on which competing claims over sovereignty of a territory would suspend or terminate the application of a treaty to that territory.
RF's arguments on investments:
The Treaty does not require an investment to be originally made in the territory of the RF. It is irrelevant that Crimea was not part of the territory of the RF when the Crimean Investors made their investments in Crimea. Their investments came under Treaty protection – and thus were made in the RF -- when the RF assumed control over Crimea.
A number of Tribunals under claims of Crimean Investors as well as Swiss Federal Supreme Court in oral deliberations (a unique feature of Swiss Federal Supreme Court practice in which the judges deliberate and decide a case in public) confirmed such interpretation of the Treaty. John Townsend of Hughes Hubbard & Reed LLC, who led the legal team representing the Ukrainian investors in five arbitrations against the RF, notes that "Every one of the distinguished arbitral tribunals that has considered the question, and every national court that has reviewed one of their awards, has rejected the argument advanced by the Russian Federation."
Credentials
Aksio Partners advises investors, who made investments into Crimea, in their claims against Russian Federation.
The clients of Aksio Partners succeeded to receive five Preliminary Awards finding jurisdiction, five awards finding the RF liable for unlawful expropriation of properties in Crimea, and three Final Awards awarding total compensation in excess of US$ 200 million. We also have experience of successful defence of the Awards by our clients in Swiss and Dutch Courts.
Sources:
- Stay clear of political issues, Russian minister warns tribunals, Global Arbitration Review, October 21, 2020
- Russia fails to overturn Crimea awards, Global Arbitration Review, December 18, 2019
- Swiss Federal Tribunal provides reasons for refusing to set aside two Crimea-related awards, International Arbitration Reporter, January 21, 2020
- Russia round-up: an update on 19 treaty-based arbitrations against the state, International Arbitration Reporter, May 17, 2020
- PCA, cases section
02.10.2020
Aksio Partners team, acting as M&A advisor to the seller, has completed a cross-border M&A transaction - sale of 100% shares in the Danish company, Skyways Technics A/S, with presence in USA, Malaysia and Dubai, to the company's management. Skyways Technics are aircraft operators providing maintenance and repairment services and spare parts support to ATR and CRJ aircrafts.
The transaction was very intensive (less than 1 month from start to finish) and rather complex, involving distribution of dividends in-kind and floating charge of assets.
Co-head of Corporate M&A and Head of Capital Markets, Partner Sam Jalaei from Magnusson Denmark, who acted as legal advisor to the seller, states:
"I truly enjoyed the level of professionalism, extensive knowledge, experience and dedication of the Aksio team. Guys did a fantastic job and are truly team players and an asset to any M&A process. They were constantly on their toes and provided excellent advice to their client during the entire deal. Furthermore, I was highly impressed by their negotiation skills and how dedicated they were to reach the best possible result for their client. They are also quite pleasant to work with and have a very constructive and solution orientated approach to the challenges that may arise during any M&A process. Highly recommend this team of experts.
Aksio Partners team, acting as M&A advisor to the seller, has completed a cross-border M&A transaction - sale of 100% shares in the Danish company, Skyways Technics A/S, with presence in USA, Malaysia and Dubai, to the company's management. Skyways Technics are aircraft operators providing maintenance and repairment services and spare parts support to ATR and CRJ aircrafts.
The transaction was very intensive (less than 1 month from start to finish) and rather complex, involving distribution of dividends in-kind and floating charge of assets.
Co-head of Corporate M&A and Head of Capital Markets, Partner Sam Jalaei from Magnusson Denmark, who acted as legal advisor to the seller, states:
"I truly enjoyed the level of professionalism, extensive knowledge, experience and dedication of the Aksio team. Guys did a fantastic job and are truly team players and an asset to any M&A process. They were constantly on their toes and provided excellent advice to their client during the entire deal. Furthermore, I was highly impressed by their negotiation skills and how dedicated they were to reach the best possible result for their client. They are also quite pleasant to work with and have a very constructive and solution orientated approach to the challenges that may arise during any M&A process. Highly recommend this team of experts.
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