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Agnius Pilipavičius

Partner

Vilnius, Lithuania

+370 5 251 4444; 251 4445

agnius.pilipavicius@tgsbaltic.com

Lithuanian, English, Russian and German

Agnius is listed as a recognized expert in corporate and commercial matters by one of the top international legal directories, Legal 500.

MAJOR PROJECTS

Advised UAB EPSO-G on the implementation of good corporate management practice in the controlled group of companies. Prepared drafts of corporate management policies and other internal documents of group companies, provided legal advice on current legal issues of the companies (2015–2017);

Provided legal advice to UAB Valnetas, a bankruptcy administrator, in bankruptcy administration procedures of AB Ūkio bankas. Advised on day-to-day activities, coordinated processes of asset recovery and liquidation of representative offices and subsidiaries of the bankrupt bank in Lithuania and abroad. Provided legal services related to the protection of assets pledged or mortgaged in Russia for the benefit of BAB Ūkio bankas, contesting of transactions aimed at siphoning off assets; organised bankruptcy proceedings against debtor OAO Russkij karavaj and the sale of claim right held by BAB Ūkio bankas (2013–2017);

Counselled Wix.com, one of the largest web portal development platforms in the world, in implementing the employee stock option and share-linked instrument plan in Lithuania. Continuously advises on all day-to-day employment, migration, contracting issues (2014–2017);

Provided legal advice to bankruptcy administrator UAB Valnetas in bankruptcy administration procedures of AB bankas SNORAS. Coordinated debt recovery from debtors in Russia, advised on the sale of Russian debtors’ loan portfolio with the total accounting value of EUR 139.8 million. Coordinated the liquidation of more than 10 subsidiaries and branches of BAB bankas SNORAS in Lithuania, Estonia, Russia, and Hong Kong, ensuring the repayment of funds to BAB bankas SNORAS (2014–2017);

Advised AB INVL Technology, a company investing in information and communication technologies, on its transformation into a special closed-ended investment company (2016);

Represented the Ministry of Energy of the Republic of Lithuania in courts of all instances in examining the dispute regarding issues related to the investigation into gas prices applied by AB Lietuvos dujos, a national gas company controlled by Gazprom, for gas supplied to Lithuania. Carried out legal due diligence of the company’s documents and prepared the methodology for investigating commercial activities carried out by and the pricing structure applied by the company. It was the first case of investigation into the activities of a large Lithuanian company (2011–2016);

Advised AB INVL Technology, a company investing in information and communication technologies, on successfully completed public offering of shares with the total issue price of over EUR 10 million and admission thereof to trading on the NASDAQ OMX Vilnius (2015);

Represents and advises State Undertaking Deposit and Investment Insurance in over a 100 of civil and administrative cases in relation to the bankruptcy of bank Snoras (2012–2015);

Upon bankruptcy of Ūkio bankas, advised State Company Deposit and Investment Insurance in transfer of Good Bank from Ūkio bankas to Šiaulių bankas, a Lithuanian bank with EBRD among its shareholders. Participated in structuring the transaction and coordination of the approval of the transaction by the Ministry of Finance of Lithuania (2013);

Counselled AB City Service, the market leader in building facility management and integrated utility services in the Baltic countries and Eastern and Central Europe operating in Lithuania, Latvia, Russia, Poland and Ukraine, on transfer of client’s business to a subsidiary company, advised the client on carve-out related issues, regulatory and IP matters (2012);

Advised AB Klaipėdos Nafta in connection with offering newly issued shares of the company to the existing shareholders of the company and their admission to trading on NASDAQ OMX Vilnius (Vilnius stock exchange) (transaction value: about LTL 52 million) (2012);

Provided legal assistance to Orion Securities Group in establishment of Algorithmic Trading Portfolio, an alternative investment fund. Drafted all necessary legal documents, including but not limited to Fund’s regulations, the document of essential information for investors, as well as documents regulating Fund’s internal procedures. Represented the client in registering the Fund in Lietuvos Bankas (2012);

Advised UAB Tamro, the largest pharmaceutical distributor in the Baltic region, on reorganization of the group of companies, during which in 3 different stages about 40 companies were merged. Counselled on transmission of licences, proper continuity of activities (2011);

Counselled the UAB Interlinks, AB Vakarų skirstomieji tinklai, AB Rytų skirstomieji tinklai, AB Lietuvos energija in implementation of EU third energy package, based on which main energy sector functions – electricity production and supply, transmission and distribution – have been separated (2010–2011);

Assisted in advising the private investor UAB NDX energija in preparation and performance of the transaction of establishing the national electricity company AB LEO LT (during the transaction a consolidation was made of the main Lithuanian electricity company AB Lietuvos energija and two distribution system operators Rytų skirstomieji tinklai and Vakarų skirstomieji tinklai; this transaction resulted in establishment of the company AB LEO LT. Provided consultations regarding separation of activities and other regulatory requirements set by the EU and national laws and regulations (2008);

OTHER EXPERIENCE

Advised UAB Essmedi in a shareholder dispute (2017);

Advised AB SEB bankas in retrieving management of manufacturing premises exceeding the area of 7,000 sq. m and litigating with debtors that managed the premises, including disputes regarding possible liability of the debtors’ shareholders and managers (2016–2017);

Advised UAB HOSTINGER a company providing web hosting services worldwide, on separation of business and assets not used for business purposes and provided advice to the company’s management in redeeming the controlling stake in the company (2015). Advised UAB HOSTINGER on creation and introduction of an employee stock option plan (2016–2017);

Provided legal advice and represented UAB MC Wealth Management, a finance advisory company, during a check carried out by the Bank of Lithuania and subsequently contesting the sanction imposed in an administrative court, as well as in disputes with investors (2014–2017);

Advised UAB FMĮ Orion Securities during a check carried out by the Bank of Lithuania and subsequently contesting the sanction imposed in an administrative court (2016). Periodically advises UAB FMĮ Orion Securities on all business-related issues;

Advised UAB Ortho Plus in a shareholder dispute (2016);

Prepared internal rules and procedures of UAB Myriad capital as well as other business-related documentation necessary for obtaining a financial brokerage firm category C licence, provided different consultations related to licencing issues, represented the client before the Bank of Lithuania (2015–2016);

Prepared internal rules and procedures of UAB Evernord as well as other business-related documentation necessary for obtaining a financial brokerage firm category C licence, provided different consultations related to licencing issues. Prepared draft business-related contracts for the financial brokerage firm (2014–2015);

Counselled Vikonda holding in restructuring the controlled group of companies (2008–2009 and 2014–2015);

Advised AB LITGRID, the Lithuania power transmission system operator, in changing the structure of management bodies, preparing new draft corporate documents (articles of association, agreements with board members, rules of procedure of the supervisory board and the management board) and provided advice on other corporate law issues (2012–2014);

Advised AB Klaipėdos nafta on corporate issues related to the distribution of competence of the company’s bodies (including drafting of the Articles of Association), organisation of work of the Board and the Supervisory Board as well as their committees (including drafting of respective regulations), the employee remuneration system, business contracts and publication of regulated information (2011–2014);

Represented the shareholders of V. Paulius & Associates Group, engaged in design, building and asset management in the Port of Klaipėda, in a shareholder dispute. Provided advice regarding possible transformations of companies of V. Paulius & Associates Group and the establishing of a holding company to optimise the management of subsidiaries (2013–2014);

Counselled UAB Melesta, a metal processing company operating in five major cities of Lithuania, on issues of business restructuring – initiation and implementation of restructuring proceedings (2009–2014);

Participated in legal due diligence at Orion Securities Group, the largest non-banking financial group in Lithuania providing intermediation services in selling securities as well as corporate finance, private banking, and financial management services, in order to identify possible business risks, examine whether company’s documents and activity procedure conform to existing legal acts. Analysed the process of service delivery to end customers, updated service delivery related documentation, prepared recommendations for redesigning customer service procedure as well as suggested the improvement of internal control processes (2012);

Advised AB Snaigė, a manufacturer of refrigerators and freezers, on development of the remuneration system for board members, prepared full documentation necessary for launching the remuneration system (2012);

Represented a minority shareholder (and the manager) of UAB Ramundas GM (UAB Obelių lentpjūvė) in a shareholder dispute regarding the acquisition of a controlling stake (2010–2011);

Advised UAB Litagra regarding issuance of the convertible bonds (2010);

Represented AB City Service, a manager of one of the largest groups of companies providing building maintenance services in the Baltic States, on the public offering of shares with the aggregate value of EUR 18 million (2010);

Represented a shareholder in the dispute with one of the major companies engaged in demolition of industrial structures and treatment of construction waste (2009–2010);

Counselled UAB MARS Lietuva on corporate and employment issues (2007–2010);

Represented one of the biggest marketplaces in Kaunas in solving the dispute between shareholders (2008–2010);

Advised AB Krekenavos agrofirma, the largest fresh meat supplier in Lithuania, on transfer of company‘s real estate to another company, counselled the Client on all related legal issues (2009);

Provided advice to AB Lietuvos energija regarding the separation of certain assets related to the provision of IT services during the formation of a new company (2008–2009);

Represented one of the largest tailoring companies in Lithuania in settling a dispute between the shareholders (2008–2009);

Represented the interests of AB LEO LT upon demand of the minor shareholders of AB VST to purchase the shares they hold in a mandatory manner and in subsequent litigation regarding the fair price of AB VST shares (2008);

Advised one of the largest manufacturers of pastry products in Lithuania in organising and implementing the reorganisation by separating part of assets and creating independently operating companies on the basis of such assets (2008);

Represented one of the shareholders in a shareholder dispute in a company, holding one of the biggest household waste management companies in Lithuania (2008);

Represented one of the shareholders in a shareholder dispute in a major Lithuanian factory of confectionery in takeover of the management control in the company (2008);

Counselled a real estate developer on legal issues with regard to construction of a major shopping centre and a number of apartment houses in Klaipėda (2008);

Represented the seller in structuring the transaction of sale of one of the biggest pig farms in Lithuania and in negotiations with the buyer for the purchase and sale agreement (2008);

Counselled clients in incorporation of AB Tiltra Group, a holding company controlling largest group of transport infrastructure companies in the Baltics (2008);

Counselled UAB MAXIMA LT on issues of the structure of a new corporate group (2007);

Assisted consulting company UAB ASI CONSULTING BALTIC in preparation of the investment project regarding creation of an integrated electronic archive for documents of the Centre of Registers and notaries public (2007);

Counselled Dreggen Crane AS on real estate acquisition issues (2007);

Assisted in solving a dispute between shareholders of UAB Smulkus Urmas (2006);

Assisted in counselling one of the leaders in cellular communication market in Russia and one of the largest dealers of a mobile network operators on issues of cell phones sale in Lithuania (2006);

Represented a major European wholesaler and retailer of medicines and other pharmaceutical products UAB TAMRO in the establishment of the Association of Šeimos Vaistinės Pharmacies, drafted documents for reorganisation of pharmacies belonging to TAMRO Group (2006);

Assisted in counselling UAB Kelesta regarding increase of its authorised capital and changing its legal form to be a stock company, as well as reorganisation of AB Kelesta and AB Kauno tiltai (2006);

Assisted in connection with a legal due diligence of UAB Medinsta and UAB Medsanta pharmacies (2006);

Assisted in connection with a legal due diligence of UAB Bennet distributors, one of the major importers and distributors of alcoholic beverages in Lithuania (2005);

Assisted in connection with a legal due diligence of and privatization of the Lithuanian Airlines (AB Lietuvos avialinijos) (2005).

MEMBERSHIPS

  • Lithuanian Bar Association

publications

  • Paveldėjimas: kad sukaupto turto užtektų visiems laikams (Succession: That accumulated assets would suffice for good) // Verslo žinios, October 2017

PROFESSIONAL CAREER

  • Since 2017 Partner at law firm TGS Baltic (former TARK GRUNTE SUTKIENE)
  • 20142017 Partner at law firm TARK GRUNTE SUTKIENE
  • 2011–2014 Associate Partner at law firm TARK GRUNTE SUTKIENE (former Sutkiene, Pilkauskas & Partners)
  • 2004–2011 Associate at law firm Sutkiene, Pilkauskas & Partners 
  • 2004 Trainee at public institution Vilnius University Legal Clinic (VšĮ Vilniaus universiteto Teisės klinika)

EDUCATION

  • 2006 Vilnius University, Faculty of Law (Master of Law)