Areas of Focus:Mergers and Acquisitions, Private Investment Funds, Corporate Governance, Intellectual Property Transactions and Due Diligence, Technology Licensing, Europe, International Transactions, Emerging Companies and Venture Capital, Russia, the Baltics, and the CIS, Data Privacy and Cybersecurity, Fund Formation, Fine Art and Cultural Property
Mikhail (Misha) Usubyan advises private and public companies as well as investment funds on a wide variety of cross-border transactions, including mergers and acquisitions, private equity, venture capital, strategic investments, and joint ventures.
Over his 20-year legal career, Mikhail has advised clients on numerous transactions in the technology, financial services, infrastructure, real estate, construction, and other industries. Mikhail advises his private equity and venture capital clients on fund formation matters and represents them in their investments in the U.S. and Europe. Mikhail also assists startup/scaleup companies in their U.S. and global expansion. Apart from legal guidance, he also regularly makes introductions assisting his clients with building management teams and boards, identifying potential acquisition/divesting opportunities, and forging synergistic relationships.
Mikhail regularly deals with U.S. controls of foreign investments (CFIUS) as well as the U.S. economic sanctions. He also advises U.S., European, and Russian companies on cross-border data protection, intellectual property, e-commerce, encryption, state secrets, export control, and other regulatory issues.
Qualified to practice New York and Russian law, Mikhail shares his time between Washington, DC and Moscow and works in close cooperation with Rimon’s partners in New York and San Francisco / Silicon Valley. Prior to joining Rimon, Mikhail practiced for 15 years at Orrick’s M&A and Venture Capital / Technology Companies Groups, and before that he was with Coudert Brothers and Baker McKenzie.
- Representation of FINCA Impact Finance, a major U.S. impact finance company, in a number of projects including: restructuring of its operations in Armenia; obtaining financing in two Central Asian CIS countries; divestiture of FINCA’s loan portfolio in one of the regions in Russia; restructuring of FINCA’s financing from EBRD, MEF and responsAbility and divestiture of its Russian business (second largest in Russian microfinance sector) to Mikro Kapital.
- Representation of numerous technological startups with European founders in connection with establishing corporate presence in the U.S., “flipping” European companies to Delaware, entering the U.S. market, raising capital in the U.S., and global expansion.
- Advising a number of Venture Capital firms in connection with structuring and establishment of Cayman, Luxembourg and other investment funds, including segregated portfolio funds and series LLCs.
- Representation of a U.S. emerging growth company in connection with an acquisition of a UK startup.
- Representation of Russian Direct Investment Fund, a Russian sovereign investment fund, in two high-profile equity investments in hi-tech industry.
- Representation of Sberbank venture funds in a number of equity investments in hi-tech industry, including fintech, in several countries, including the U.S. and Israel.
- Representation of Sberbank, Russia’s largest bank, in the acquisition of an electronic data exchange company in Russia and Finland, with the goal of establishing Sberbank’s electronic payment system throughout Russia (E-invoicing project). Representation of Sberbank Capital in the acquisition of a controlling stake in a major metallurgical plant.
- Representation of a “fund of funds” in an investment, financing, acquisition and restructuring of a Luxembourg private equity fund and a chain of nine large luxury hotels in Bulgaria.
- Advising numerous international companies, including Baidu, SMG, Meraki, AppDynamics, World Triathlon Corporation and others, on Russian and international data privacy issues.
- Representation of BerezkaGas on forming and restructuring of joint venture arrangements with RussNeft.
- Advising on international art financing and sales, as well as financing of a US/UK artist.
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- Transactions involving almost all ports in Russia and a port in Ukraine, including:
- A number of acquisitions of stevedore companies and their consolidation within the Novorossiysk Commercial Sea Port (NMTP), followed by representing the owners of NMTP in $500+ million leveraged buyout of the port.
- Advise NMTP on various construction projects, including construction of the Grain Terminal and Transshipment Complex.
- Representation of FESCO (the Far-Eastern Shipping Company), a Russian publicly-traded company, in 2006-2007 in the acquisition of a 50% stake in the National Container Company for $370 million and the subsequent sale in 2010 of the same stake for $900 million.
- Representation of FESCO in the acquisition of a controlling stake in the Vladivostok Sea Port.
- Representation of Industrial Investors Group in the sale of its cargo ships fleet in the course of the divestiture of FESCO to Summa Group.
- Many high profile real estate transactions in Russia, for hundreds of millions of dollars, including:
- Representation of Russian developers in financing of the construction of warehousing complexes by EBRD, International Finance Corporation and Black Sea Trade & Development Bank.
- Representation of London & Regional Properties, a UK private equity fund, in its well-timed sale of its main properties in Russia just before the 2008 financial crisis.
- Representation of London & Regional Properties in creation of a joint venture between with a Middle Eastern sovereign wealth fund for the development of a branded hotel chain in Russia.
- Representation of Hines, the largest U.S. office developer and asset manager, in the sale of the Ducat III office complex (one of the most prestigious office complexes in Russia), through the sale of a Cyprus holding company, to O1 Group for $370 million.
- Representation of Belaya Dacha in the Lakeside and Logopark projects, involving joint ventures with Hines for the construction of a multi-functional and logistics complexes.
- Several substantial transactions in agro-business in Russia and former Soviet Union, including: representation of OPIC on the provision of debt financing to a Russian agricultural entity; representation of Imperial Sugar Company in its acquisition of two major sugar plants and several agro companies in southern regions of Russia as well as privatization of a sugar plant in Uzbekistan.
- Representation of the owners of Investsberbank (Russia) in a $400+ million sale of the bank to OTP Bank (Hungary).
- Representation of FESCO in its investments in the United States, including the acquisition of an aircraft manufacturing plant out of bankruptcy proceedings, which involved obtaining US State Department (CFIUS) approval.
- Representation of Rappahannock Electric Cooperative and Shenandoah Valley Electric Cooperative in $300+ million acquisition of electrical distribution assets in Virginia, USA from Allegheny Energy.
- Mikhail’s experience in telecommunication and IT area include his secondment to a Russian subsidiary of a major U.S. IT company; advising on research and development and offshore software development arrangements between Western and Russian parties; advising U.S., European and Russian companies on cross-border data protection issues, e-commerce, telecom licensing, encryption, state secrets, export control and other regulatory issues.
- Mikhail’s recent pro-bono work included advising the School of Molecular and Theoretical Biology (SMTB) on acquiring tax-exempt status (under Sec. 501(c)(3) of the Internal Revenue Code.
- U.S. Sanctions on Russia - Latest and Possible Additional Measures, August 2018
- Russian counter-sanctions measures, Westlaw, July 2018
- International Liability of Corporate Directors. 2nd Ed. (Chapter on Russia), Juris Publishing, Inc., 2014
Mikhail actively speaks on topics of international M&A, Venture Capital, foreign investments into the U.S. (including CFIUS implications), international data protection, startups and startup financing. He also frequently participates in various startup/Venture Capital events as a speaker, judge, and mentor.
- 'Star of Excellence' Award from Eurasia Center
Edmund S. Muskie Graduate Fellowship