PT LEGAL - CORPORATE COMMERCIAL LAW PRACTICE

Balancing Law With Business

Pistiolis - Triantafyllos & Associates Law Firm

I In our days, as markets develop quickly and businesses have to adapt, merge, acquire and grow in order to ensure their long-term prosperity, you need a legal partner that has not only the experience, but also the attitude to help you win. Having the proper corporate & commerciallegal services is critical for the success of all businesses – from entrepreneurs to large multinational enterprises.multinational enterprises.

CORPORATE & COMMERCIALLAW PRACTICE

Pistiolis - Triantafyllos & Associates Law Firm | Corporate & Commercial Law Practice| PAGE 2


Our PracticeOurOur Corporate & Commercial Law Practice applies its high level of technical skills in a practical and solution oriented way actively, to assist our clients in achieving their business objectives. We have a deep understanding of the markets and an extensive knowledge of industry-specific issues needed to handle transactions in markets. transactions in markets. As a law firm, we draw on the breadth and depth of our specialist teams to advise companies on the whole range of matters upon which they regularly require advice. These include corporate employment issues, regulatory and compliance issues, tax, commercial agreements) and joint ventures, competition (anti-trust) and intellectual property.(anti-trust) and intellectual property.Therefore our team offers specialists who are familiar with the range of issues which can arise in day-to-day commercial dealings and understand the unique legal and business requirements of specific industry sectors. As a result, we provide practical solutions to commercial problems and have an eye for detail whilst not losing sight of the bigger picture.whilst not losing sight of the bigger picture.

CORPORATE & COMMERCIAL LAW PRACTICEOurOur areas of expertise have been carefully chosen and developed to ensure that we service our clients’ needs through people who are highly skilled, motivated and commercially astute. This expertise gives our clients a significant advantage in more complex corporate transactions as, increasingly, there is a a need for advice on strategic business contracts in the context of a corporate deal.Specialist commercial law expertise combined with sector-specific experience results in an in-depth understanding of the key business issues which need to be managed from a legal perspective.

Overview OurOur Corporate & Commercial Law Practice has the resources and experience to offer a full range of commercial and corporate legal services to clients ranging from established multinational companies to individuals and start-ups operating across a wide spectrum of industries and business sectors. Through our understandingunderstanding of the commercial, legal and regulatory pressures and sensitivities which impact upon corporate transactions, our team is ideally placed to provide effective advice.The target of our Corporate & Commercial Law Practice is to support our clients throughout the lifecycle of their commercial transactions. We offer a complete commercial law service covering all aspects of our clients’ commercial needs. We also serve as general counsel for corporations and represent them in all aspects of theirtheir corporate life – from the original establishment of the enterprise through all aspects of its evolution and operation. We are involved in all aspects of corporate governance and are active in corporate transactions – mergers, acquisitions, and joint ventures, as well as change of control transactions. We counsel businessesbusinesses in connection with their ongoing contractual relationships with domestic and international customers, suppliers, and distributors. Our team has also considerable expertise in dispute resolution proceedings, including arbitration and mediation.


Regulatory & Public AffairsOurOur Regulatory and Public Affairs team helps business to understand, anticipate and influence government policy, regulation and decision making. This enables business to prevent or reduce the impact of Government action that would be adverse to its interests, or to support action that would be beneficial to it. ItIt also allows clients to improve their strategic planning, achieve a competitive advantage and minimize regulatory risk.The provision of public affairs advice is an inte-gral part of the comprehensive legal service of-fered by our firm. We have extensive experience in providing tailored support services to clients' in-house legal and governmental affairs teams.

CORPORATE & COMMERCIAL LAW PRACTICECORPORATE LAW

WithWith regard to public policy and new regulation, we provide services including identifying new de-velopments in national and EU policy, assessing the likely impact of proposed developments, as-sisting in influencing the content of the proposed legislation by helping clients to present their views to decision-makers, and where necessary drafting amendments to proposed legislation.With regard to compliance issues, our team offers specific advice including explaining what in practical terms is required to comply with the existing legislative framework, advising on the creation and development of new products and services within the relevant regulatory environ-ment, advising above and below the line on marketingmarketing activity, and advising on regulation on products and services, to regulators and by regulators, including advising on judicial review proceedings and challenges before the EU insti-tutions.

In addition to advising on general company law, our Corporate & Commercial Law Practice pro-vides corporate advisory services, from helping with company law matters and corporate gover-nance through to restructuring, e-organization, schemes of arrangement, statutory and regula-tory compliance, shareholder meetings and agreements, corporate counseling, insolvency & financial restructuring, government contracts, corporate tax, venture capital, private equity, shareholder litigation, project development and finance, mergers, acquisitions and joint ven-tures.


CORPORATE & COMMERCIAL LAW PRACTICEInvestment & Strategic VenturesWeWe regularly advise fund clients on all aspects of investment, from strategic and tax-efficient deal structuring and financing to the satisfaction of regulatory requirements. Our practice covers an array of fund types, including: venture capital funds, hedge funds, buyout funds, real estate funds.WeWe counsel both fund and portfolio clients on a wide range of business, legal and regulatory matters affecting their internal operations, in-cluding the organizational structuring of their management, control, profit-sharing and com-pensation. In addition, we regularly provide advice to our clients on how to implement their preferred exit strategy effectively, whether through a private sale, an initial public offering or otherwise.

Corporate TaxOur team provides all necessary support and advice in the area of corporate tax. This involves advising on the taxation issues involved in all commercial transactions handled by our Firm, including advice on share schemes, property taxation and value added tax.

Joint Ventures, Mergers & Acquisitions OurOur law firm plays a leading role in both public M & A and significant off-market acquisitions, disposals, joint ventures/alliances and restruc-turings. We develop a thorough understanding of a client’s business objectives and strategies so that we can provide superior client service and result. Our firm handles a full range of transac-tions such us:- due diligence transaction structuring- tax implications and financing- competition (anti-trust) and regulatory com-pliance takeover regulation and stock exchange issues on public transactions-contract drafting and negotiation of private transactions.

Venture & Technology Our team comprises experienced attorneys who can handle the spectrum of needs of our tech-nology clients – from start-ups to multinational conglomerates.Our venture and technology attorneys have ex-perience in all of the major technology sectors – including, electronic communications, hard-ware and software, internet infrastructure, fiber optics and clean technology– in areas such as:-Licensing agreements-Technology transfer transactions-Strategic partnering-Competition Law / Regulation -Mergers and acquisitions-Financing.


Workout,Workout, turnaround and renewal - As “lawyers to the rescue,” we apply our skills to find solu-tions and achieve settlements. We negotiate and draft terms of engagement for retained profes-sionals, implement standstills and pursue fast cash collection and other remedies through effi-cient dispute resolution. We also assist with asset dispositions, mergers and acquisitions.Distressed debt - We represent purchasers and sellers of distressed debt. We help with all as-pects of financial restructuring from default to conclusion of a reorganization or liquidation, identifying and exploiting our clients’ leverage. Formal bankruptcy/insolvency - We advise those appointed to manage insolvent businesses and protect them from risk. We negotiate arrange-ments or plans of reorganization with creditors. We maximize returns for clients with strategies to recover assets, combat fraud, break suspect trusts and deliver value wherever possible.Dispute resolution - We represent clients in a wide variety of disputes arising in a financial crisis, and litigate and arbitrate. We prosecute and defend preference, fraudulent conveyance, equitable subordination and substantive con-solidation actions.Tax - In conjunction with our tax associates, we develop structures and provide bankruptcy tax advice for those concerned with troubled com-panies.

CORPORATE & COMMERCIAL LAW PRACTICECompany Maintenance and Business ServicesWe provide administrative and company secre-tarial services designed to remove a company's worries about its compliance obligations, there-by permitting the management to concentrate on running the company's business.In particular, and with regard to corporate gov-ernance issues, we advise on: annual general meetings including reviewing annual report and accounts; business reviews; directors' remuner-ation reports and notices of meetings; directors' indemnification and directors' and officers' li-ability insurance policies; company formation and administration; corporate social responsi-bility; auditors' independence; board structure; responsibilities of non-executive directors; reg-ulations regarding directors' remuneration.

Bankruptcy/FinancialRestructuringWhenWhen it comes to a financial crisis and default, you need to act quickly and decisively to preserve value, buy time, achieve stability, seek relief and avoid the effects of insolvency. With bankruptcy looming, you must protect your interests and salvage as much as you can. The challenge is to develop and execute a coordinated,coordinated, effective strategy under pressure. We understand that in every financial crisis there are windows of opportunity, moments when businesses still can be rescued, rehabilitated or reorganized and when it is possible to stop the erosion of value. And we have the necessary range of legal and business skillsskills – and experience in putting them to work quickly and in a coordinated manner – to help you seize these opportunities.Risk analysis - We analyze, make recommendations and work on strengthening our clients’ rights in securitizations, loan and security interests and their enforceability, shareholders’ and employment agreements, equipment and property leases, distribution and franchise agreements and other critical relationships (www.unityfour.eu).relationships (www.unityfour.eu).Creditors’/debtors’ rights - We identify credi-tors’ and debtors’ rights and obligations, pro-vide legal opinion letters and reduce the risks from bankruptcy implications of deals our cli-ents are considering.

When it comes to afinancial crisis and default,you need to act quicklyand decisively to preserve value,buy time,achieve stability,seek relief andseek relief andavoid the effects of insolvency.


Dept Recovery - Integrated Legal and Tax/Accounting AdviceWeWe recover your debts quickly using our debt collection and credit services. We provide a com-prehensive spectrum of services ranging from fully account follow up through to bad debt col-lections. For more information please download our B2B Collection & Credit Services brochure.We offer top-level legal and tax advice for nation-al and international businesses, financial institu-tions and government bodies. Thanks to our af-filiated company Unity Four (a Private Consult-ing House which provides tax and accounting services) we have built up a unique and very solid position in the market. Different specialists tackle issues from different sides, offering you the best advice in the most efficient way.

CORPORATE & COMMERCIAL LAW PRACTICE

Government ContactsOverOver the past our law firm has handled types of government contracts litigation or counseling problem, representing major contractors and, increasingly, health care, IT and telecommunications companies doing business with the government. And, on an ongoing basis, we counsel companies on all manner of government contract issues.government contract issues.Our Government Contracts team is comprehen-sive in scope, with expertise in areas including:-Representing contractors in connection with claims by and against the government- Helping companies navigate the new, complex procurement laws and procedures - Representing contractors in connection with disputes and other issues related to contract performance- Assisting clients in formulating, implementing and auditing corporate compliance programs-Handling major bid protests -- Providing counselling and handling regulatory work on all sides of various matters-Advising clients on the protection of propri-etary technical data-Conducting due diligence and handling regula-tory issues that arise in corporate transactions (including financings) involving government contractors

OurOur Corporate & Commercial Law Practice provides practical and professional advice on contractual issues, covering the trading activities of a business. Our commercial expertise helps us address the diverse situations and business needs of our clients. We provide a comprehensive service whether it is on strategic transactions or on a more day-to-day level. transactions or on a more day-to-day level. Our lawyers specialize in drafting, reviewing and negotiating commercial agreements. These range from strategic alliances to substantial one-off contracts (e.g. outsourcing, systems management and project development agree-ments) to repeat contracts and umbrella con-tracts with sub contractors and suppliers. Our Corporate & Commercial Law Practice assists cli-ents with the drafting and negotiation of all types of commercial contracts such as R&D, buy-sell, agency, commissionaire, franchise, service, supply and related confidentiality agreements.We provide advice on the full range of customer and supplier agreements, consumer law and credit, standard terms and conditions, sponsor-ship, franchising, contractual liability, advertis-ing and marketing, trading standards, sales pro-motion and distributorships. In particular, we advise on a wide variety of commercial agreements - for example, agency and distribution, outsourcing, facilities management, franchising, advertising, sponsorship, marketing, standard terms of business - and all aspects of trading law, including unfair contract terms, consumer law, product liability and trading standards.

Commercial Law

Different specialists tackle issues from different sides,

offering you the best advice in the most efficient way.


Intellectual PropertyOur Corporate & Commercial Law Practice ad-vises on contracts for the acquisition and exploi-tation of a wide range of intellectual property rights. As well as the more traditional intellectual prop-erty transactions such as patent and trade mark licensing and acquisition, we advise on a variety of IT and media transactions including broad-casting contracts, sponsorship and promotion agreements and new media exploitation.

CORPORATE & COMMERCIAL LAW PRACTICETechnology IssuesOur team comprises lawyers who, with their un-derstanding of the telecoms and IT industries, provide expert advice to our clients on the most complex commercial, contentious and transac-tional matters.For instance, we act for a number of IT suppliers and users in relation to IT procurement, out-sourcing, technology supply and use, internet and e-commerce issues, data protection, pri-vacy, security and dispute resolution. Much of our work involves the negotiation and drafting of national and international IT agreements which need to take account of local and overseas intellectual property, company, competition and tax law regimes.Our technology expertise ranges from software development and licensing, reseller arrange-ments, systems supply, outsourcing and facili-ties management, through to telecoms contracts for network services. This includes database, data protection law and telecoms regulation. E-commerce draws on a broad range of our skills in dealing with areas such as on-line business terms, distance selling rules, web-design and hosting arrangements.

Our team comprises lawyers who,

with their understanding of the telecoms and IT industries,

provide expert advice to our clientson the most complex commercial, contentious and transactional matters.


CORPORATE & COMMERCIAL LAW PRACTICEOur ClientsOurOur Corporate & Commercial Law Practice ad-vises clients in all phases of the business cycle, from advising start-up companies to represent-ing clients in transactions and ongoing capital-ization efforts, to serving as counsel in ongoing corporate governance.Our client list is extensive and extends from holding companies through to service industries and traditional manufacturers. Our clients come from all levels of the supply chain and in-clude producers, importers, distributors, fran-chisers and franchisees, other suppliers and customers. In the electronic communications and technology sectors, we assist various major companies including manufacturers and im-porters, major distributors, as well as service and equipment providers. Our clients are also involved in a wide range of other industry sec-tors including construction, real estate and de-velopment; media; pharmaceutical; food and beverage; aviation; transport; consumer prod-ucts; sports; retail; and the public sector.


Getting the job done -Dedication to Clients ButBut whoever the client, we have one focus: to get the deal done. We pride ourselves on being able to handle complex corporate problems and bringing them to a swift conclusion. This is achieved because we focus on what really mat-ters to our clients and offer a hands-on, proactive approach.We pride ourselves on our relationships with our clients and value what they say about us. We have served many businesses and individuals en-joying solid relationships of mutual trust and un-derstanding. Building that type of relationship takes a great deal of trust. This is the reason why many clients view us as part of their team and regard us as their own in-house legal and busi-ness advisers.

one focus: to get the deal done!

CorporateCorporate lawyers need to bring more to transac-tions than just their legal skills. We work closely with our clients to identify, and then help them achieve, their aims. Our lawyers are closely in-volved and aim to develop an intimate knowl-edge of our clients and their businesses, so that our legal advice is delivered on a pragmatic basis and within a commercial context which adds value. We pride ourselves on the close, friendly, open and honest relationships that we form with our clients. This enables us to work like an in-house team – providing pragmatic and commer-cial advice and recommendations rather than just laying out the options. We understand the realities of commerce and we pride ourselves on a straight-talking approach to the challenges that can be faced while at the same time providing cli-ents with the in-depth legal advice necessary to inform their own decisions.

WeWe always offer a team that is matched to your timescales and objectives. Our aim is to always add value to our clients' businesses by assisting them to achieve their commercial objectives in the most practical way using our expertise and commercial awareness. We offer practical legal solutions to practical commercial challenges. ThroughThrough regular involvement in many complex and specialist transactions, we are able to help our clients to minimise their exposure to key business, legal and financial risks and maximise the chances of their achieving their commercial goals.




Our Corporate & Commercial Law Practice offers legal and strategic advice on a wide range of business transactions and matters, including the following:

CORPORATE & COMMERCIAL LAW PRACTICECredit Services & Debt CollectionCorporate Litigation & Arbitration

Compliance StandardsCommercial ContractsBusiness LicencesBusiness LicencesDue Diligence

Mergers & AcquisitionsTake Over TransactionsShareholder LitigationTransaction StructuringVenture CapitalCorporate TaxCorporate Tax

Insolvency & Financial RestructuringGovernment ContractsCorporate Governance

Setting up Optimal Legal & Capital StructuresCompany Maintenance & Business Services

Terms & Business Conditions

Teamworkthe best solutions come from

working together with colleagues and clients

Imaginationusing it in a practical and creative way

Determination Hard work to get the job done

Quality is our first priority

Our way of life is enjoying what we do

Commitment going the extra mile

to delivering what we promise and adding value beyond what is expected


Pistiolis - Triantafyllos & Associates Law Firm

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PT LEGAL - CORPORATE COMMERCIAL LAW PRACTICE