AGPLAW | A.G. Paphitis & Co. LLC

AGPLAW, recently achieved a noteworthy milestone in a trademark negotiation. The firm successfully managed a complex Intellectual Property case and has secured a favourable outcome for a valued client, marking yet another testament to its expertise in EUIPO protocols and EU Law. In this particular case, AGPLAW was tasked with registering multiple trademarks, including one with significant worldwide market value and recognition. Recognizing potential challenges ahead, particularly from the opposition’s law firm, AGPLAW’s Intellectual Property team, led by its Managing Partner Mr. Angelos Paphitis and Senior Legal Counsel Mr. Michael Davies , approached the process with a thorough analysis of European Union Intellectual Property Office (EUIPO) protocols, EU Law in the area and the competitive marks themselves. As expected, the registration process encountered significant opposition from prominent international specialist attorneys, prompting rigorous back-and-forth exchanges with the EUIPO and the opposition attorneys. AGPLAW’s legal team, with its specialized lawyers in trademark law engaged in constructive negotiations aimed at addressing concerns but safeguarding its client’s interests. There was a negotiation on the refinement of the classes under which the trademark would be registered but AGPLAW successfully refused the limitation of the number of classes themselves, which protected the market value of the trademark. AGPLAW negotiated a settlement that satisfied all concerned parties involved. Despite facing certain limitations on the trademark’s application across specific classes, the client emerged victorious, with the opposition’s law firm announcing the termination of any further opposition. The trademark registered is part of a multi-million-dollar expansion of the client’s portfolio of trademarks and is central to this expansion for its global business. The successful negotiation to prevent the limitation of the number of trademark classes, was critical in maintaining the comprehensive protection and market value of the trademark. This aspect directly impacts the client’s market positioning and legal rights over the trademark. It must be noted that the opposition was not only a significant hurdle but also a proof to the contentious nature of the trademark registration process in a competitive market. Engaging proactively in constructive exchanges and negotiations with the EUIPO and opposition attorneys, is vital in safeguarding the client’s interests. By combining legal expertise with a collaborative approach, AGPLAW continues to set new standards in IP Law, earning the trust and confidence of clients across industries. For more details on this case or to learn how AGPLAW can assist in similar matters, please contact us.  

A Landmark Win for Majority Shareholders AGPLAW is proud to announce a significant legal victory for our clients, Respondents 1 and 2, in a high-profile arbitration case before the London Court of International Arbitration (LCIA). This complex shareholder dispute involved allegations of minority oppression and breaches of a Shareholders’ Agreement (SHA) under Cyprus law. AGPLAW’s Cyprus and UK legal teams, led by Managing Partner Angelos Paphitis, Partner Maria Constantinou, and UK Senior Counsel Timothy Frith, successfully represented our clients and achieved a decisive outcome that protects the rights of majority shareholders in Cyprus. The Arbitration Overview The LCIA arbitration centered on claims brought by a minority shareholder (the Claimant, being a group company of a well-known Russian Group related to a Russian oligarch) against our clients, who are majority shareholders in Cyprus Company (the Company). The Claimant alleged that our clients had conducted the affairs of the Company in an oppressive manner, in violation of their obligations under the SHA and principles of good faith. The Claimant sought remedies, including a winding-up order of the Company or an order requiring our clients to be bought out by the Claimant. Throughout the arbitration witness examinations and submission stages, our team at AGPLAW vigorously argued, amongst other arguments raised, that there is no legal precedent under Cyprus Companies Law (Cap. 113) for a minority shareholder to buy out a majority shareholder but only the other way around. This argument has ultimately formed the cornerstone of our defense strategy, and we are pleased to announce that the Arbitration Tribunal, comprising of a Sole Arbitrator (a KC), accepted our submissions and ruled in favor of our clients. Key Findings of the Tribunal The Tribunal’s Partial Final Award, issued on 5 September 2024, represents a significant legal precedent in shareholder disputes under Cyprus law although tried under English law before LCIA. Key findings from the award include: Jurisdiction Confirmed The Tribunal confirmed its jurisdiction over the Claimant’s minority oppression claims under section 202 of the Cyprus Companies Law. This affirmation allowed the arbitration to proceed under the LCIA Rules, with London as the seat and English as the language. No Winding-Up Order Issued Our team successfully argued against the issuance of a winding-up order for the Company. The Tribunal found that while there was evidence of oppressive conduct by the majority shareholders, the facts did not justify the drastic remedy of winding up the Company. This outcome was crucial in safeguarding our clients’ interests and maintaining their control over the Company. Buyout Remedy Ordered in Our Clients’ Favor The Tribunal, deciding on our favor and against the Claimant’s requests to the alternative, ordered a buyout of the Claimant’s shares by our clients, the majority shareholders. This decision aligns with the strategic argument advanced by AGPLAW that under Cyprus law, there is no basis for a minority shareholder to compel a buyout of majority shareholders. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients validates our legal strategy and underscores the strength of our arguments in defending our clients’ rights. Breach of Shareholders’ Agreement While the Tribunal found that our clients were in breach of certain provisions of the SHA, these breaches were deemed insufficient to justify the Claimant’s radical demand for a buyout of our clients. Instead, the Tribunal focused on establishing a fair buyout price for the Claimant’s shares, ensuring that our clients retained control of the Company. Valuation and Mechanism for Buyout The Tribunal carefully considered the appropriate mechanism for determining the buyout price, including adjustments for loss of profits and other relevant financial considerations. This aspect of the award ensures that our clients will not only retain control of the Company but also achieve a fair and equitable resolution to the dispute. Legal Implications and Significance The Tribunal’s decision in this case sets a significant legal aspect in Cyprus regarding shareholder rights, the interpretation of shareholder agreements, and the remedies available in cases of minority oppression. The award confirms the principle that, under Cyprus law, there is no established legal basis for a minority shareholder to buy out a majority shareholder, reinforcing the protection of majority shareholders’ rights. This outcome highlights AGPLAW’s expertise in dealing with complex cross-border legal disputes and our deep understanding of Cyprus corporate law. Our success in this case showcases our ability to provide strategic and effective representation in high-stakes arbitrations, ensuring the best possible outcomes for our clients. A Strategic Victory for AGPLAW and Our Clients This arbitration award marks a significant victory for our clients and a testament to the legal acumen and advocacy of AGPLAW. Our team’s diligent efforts, extensive knowledge of Cyprus law, and strategic approach in this case were decisive in achieving a favorable outcome for our Clients, Respondents 1 and 2. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients — despite finding them in breach of certain provisions of the SHA — proves the effectiveness of our argument that there is no precedent for a minority shareholder buying out a majority shareholder under Cyprus law. By securing this outcome, we have successfully protected our clients’ rights as majority shareholders and preserved their control over the Company. Conclusion AGPLAW is dedicated to providing our clients with top-tier legal representation in even the most complex disputes. Our success in this LCIA arbitration is a clear demonstration of our commitment to excellence and our ability to achieve strategic legal victories. If you are facing a shareholder dispute or require expert legal advice on corporate matters, our team at AGPLAW is ready to assist you. Contact us today to learn more about how we can help protect your interests and achieve your desired outcomes. Feel free to contact us directly at [email protected]  to discuss this case or any other legal issues you may face. Our team is here to support and represent you with the highest standards of legal excellence. AGPLAW – Your Trusted Legal Partner in Cyprus and Beyond. Quotes: “The Tribunal’s decision to order a buyout of the Claimant’s shares by our clients validates our legal strategy and features our firm’s expertise.” “Our diligent efforts and strategic advocacy have resulted in a favourable outcome that upholds the rights of our clients.” “AGPLAW remains committed to delivering top-tier legal representation and achieving the best possible results for our clients.”

AGPLAW proudly introduces its new Global Ship and Yacht Registration services, now available across 36 countries worldwide. This new service is accessible to all nationalities, accommodating all commercial and leisure vessels. AGPLAW clients can choose from an extensive array of flags, enabling them to register their ships or yachts under a jurisdiction that best suits their operational, financial, and strategic needs. AGPLAW’s expertise ensures that clients receive tailored advice on selecting the most appropriate flag, taking into account factors such as taxation, regulatory compliance, and operational benefits. The registration process with AGPLAW is designed to be straightforward and efficient, minimizing administrative burdens and expediting the entry of vessels into service. Each flag registration option comes with comprehensive details about the specific regulations, benefits, and requirements of that flag state. This information empowers clients to make informed decisions, ensuring that their vessels operate under the most favourable conditions. Whether for tax optimization, regulatory compliance, or operational efficiency, AGPLAW provides a reliable and strategic partnership throughout the entire registration process, making it a preferred choice for ship and yacht owners worldwide. Marine Surveys and Inspections In addition to our registration services, AGPLAW offers a full spectrum of marine survey services through our global network. Our team of highly trained, locally stationed surveyors delivers prompt and thorough inspections, providing exceptional value and peace of mind for our clients. We pride ourselves on our round-the-clock communication capabilities and flexible scheduling, ensuring that we meet the diverse needs of our clients efficiently and effectively. Our inspection services are comprehensive, covering everything from classification and Port State Control preparedness to compliance with international maritime conventions such as SOLAS, MARPOL, ILO, ISM, ISPS, and MLC. Additionally, we offer specialized services including tug, tow, and towage surveys, seaworthiness inspections, and pre-purchase inspections. For flag state inspections, AGPLAW assists in conducting pre-registration checks, annual safety inspections, and incident investigations to ensure all vessels meet stringent international and national standards. AGPLAW also provides expert support in cargo and chartering operations, including loading master duties, on-hire/off-hire surveys, and cargo hold inspections, along with P&I inspections covering pre-entry and damage assessments. Our comprehensive services ensure that our clients’ maritime operations are safeguarded and compliant, making AGPLAW a trusted partner in the maritime industry. Visit Our Global Ship Registration Section and make an enquiry. Discover detailed information on the registration process for each country, including Facts & Info sections outlining essential requirements.  

We are proud to announce that Angelos Paphitis, Managing Partner at AGPLAW, and Maria Constantinou, Partner of the Disputes team at AGPLAW, have successfully secured a significant injunction in the Cyprus courts. This victory includes obtaining an international Mareva injunction, freezing assets of the Defendants up to €50 million. Our client, a UAE entity, acquired loan facilities from a Cyprus company which, in 2019, engaged in a financing agreement with a Cayman Islands Fund to invest in a new blockchain Swiss venture. These loan facilities totalled just over €70 million. However, upon acquisition, our client discovered the investment had collapsed, the project had been cancelled, and fraudulent activities appeared to benefit the fund manager and majority shareholder. After extensive investigations, it was revealed that the majority shareholder and other associated companies were issuing invoices towards the Fund for services that were never provided. These fraudulent activities led to significant unjust enrichment for the majority shareholder and its associated companies, in clear breach of the loan agreements with the Fund which stipulated that the funds should be used exclusively for the blockchain venture. Given these breaches, our clients terminated the loan agreements and initiated legal actions to recover the money paid. The legal action included claims for breach of contract following default of the loan agreement, unjust enrichment due to the fraudulent invoices, and the imposition of a constructive trust on any funds received by the majority shareholder or its associated entities. We are pleased to report that our ex-parte application for a Mareva injunction was granted, effectively freezing the funds and assets of the main defendants up to €50 million. This injunction is critical in ensuring that our clients can secure their financial interests while the case proceeds. Key Legal Areas Involved Breach of Contract.The defendants failed to adhere to the specific provisions of the loan agreements, leading to an event of default. Default of Loan Agreement.The collapse of the blockchain venture and misallocation of funds constituted a default on the loan agreement. Unjust Enrichment.The defendants issued fraudulent invoices, benefiting financially from services never rendered, thus unjustly enriching themselves. Constructive Trust.We claim that any funds received by the majority shareholder, or its associated entities are held under a constructive trust for our clients. A constructive trust is an equitable remedy imposed by the court to prevent unjust enrichment. It means that the defendants must hold the misappropriated funds for the benefit of our clients, ensuring that the rightful owners are protected. Mareva Injunction.This injunction is a powerful legal tool used to freeze the assets of the defendants to prevent the dissipation of assets before a judgment is made. The Mareva injunction is a significant achievement as it provides our client with a measure of security and maintains the status quo while the litigation is ongoing. AGPLAW remains committed to delivering exceptional legal services and achieving the best possible outcomes for our clients. This case is a testament to our dedication, expertise, and the powerful legal strategies we employ.  

AGPLAW, recently achieved a noteworthy milestone in a trademark negotiation. The firm successfully managed a complex Intellectual Property case and has secured a favourable outcome for a valued client, marking yet another testament to its expertise in EUIPO protocols and EU Law. In this particular case, AGPLAW was tasked with registering multiple trademarks, including one with significant worldwide market value and recognition. Recognizing potential challenges ahead, particularly from the opposition’s law firm, AGPLAW’s Intellectual Property team, led by its Managing Partner Mr. Angelos Paphitis and Senior Legal Counsel Mr. Michael Davies , approached the process with a thorough analysis of European Union Intellectual Property Office (EUIPO) protocols, EU Law in the area and the competitive marks themselves. As expected, the registration process encountered significant opposition from prominent international specialist attorneys, prompting rigorous back-and-forth exchanges with the EUIPO and the opposition attorneys. AGPLAW’s legal team, with its specialized lawyers in trademark law engaged in constructive negotiations aimed at addressing concerns but safeguarding its client’s interests. There was a negotiation on the refinement of the classes under which the trademark would be registered but AGPLAW successfully refused the limitation of the number of classes themselves, which protected the market value of the trademark. AGPLAW negotiated a settlement that satisfied all concerned parties involved. Despite facing certain limitations on the trademark’s application across specific classes, the client emerged victorious, with the opposition’s law firm announcing the termination of any further opposition. The trademark registered is part of a multi-million-dollar expansion of the client’s portfolio of trademarks and is central to this expansion for its global business. The successful negotiation to prevent the limitation of the number of trademark classes, was critical in maintaining the comprehensive protection and market value of the trademark. This aspect directly impacts the client’s market positioning and legal rights over the trademark. It must be noted that the opposition was not only a significant hurdle but also a proof to the contentious nature of the trademark registration process in a competitive market. Engaging proactively in constructive exchanges and negotiations with the EUIPO and opposition attorneys, is vital in safeguarding the client’s interests. By combining legal expertise with a collaborative approach, AGPLAW continues to set new standards in IP Law, earning the trust and confidence of clients across industries.  

A Landmark Win for Majority Shareholders AGPLAW is proud to announce a significant legal victory for our clients, Respondents 1 and 2,in a high-profile arbitration case before the London Court of International Arbitration (LCIA). This complex shareholder dispute involved allegations of minority oppression and breaches of a Shareholders’ Agreement (SHA) under Cyprus law. AGPLAW’s Cyprus and UK legal teams, led by Managing Partner Angelos Paphitis, Partner Maria Constantinou, and UK Senior Counsel Timothy Frith, successfully represented our clients and achieved a decisive outcome that protects the rights of majority shareholders in Cyprus. The Arbitration Overview The LCIA arbitration centered on claims brought by a minority shareholder (the Claimant, being a group company of a well-known Russian Group related to a Russian oligarch) against our clients, who are majority shareholders in Cyprus Company (the Company). The Claimant alleged that our clients had conducted the affairs of the Company in an oppressive manner, in violation of their obligations under the SHA and principles of good faith. The Claimant sought remedies, including a winding-up order of the Company or an order requiring our clients to be bought out by the Claimant. Throughout the arbitration witness examinations and submission stages, our team at AGPLAW vigorously argued, amongst other arguments raised, that there is no legal precedent under Cyprus Companies Law (Cap. 113) for a minority shareholder to buy out a majority shareholder but only the other way around. This argument has ultimately formed the cornerstone of our defense strategy, and we are pleased to announce that the Arbitration Tribunal, comprising of a Sole Arbitrator (a KC), accepted our submissions and ruled in favor of our clients. Key Findings of the Tribunal The Tribunal’s Partial Final Award, issued on 5 September 2024, represents a significant legal precedent in shareholder disputes under Cyprus law although tried under English law before LCIA.  Key findings from the award include: Jurisdiction Confirmed The Tribunal confirmed its jurisdiction over the Claimant’s minority oppression claims under section 202 of the Cyprus Companies Law. This affirmation allowed the arbitration to proceed under the LCIA Rules, with London as the seat and English as the language. No Winding-Up Order Issued Our team successfully argued against the issuance of a winding-up order for the Company. The Tribunal found that while there was evidence of oppressive conduct by the majority shareholders, the facts did not justify the drastic remedy of winding up the Company. This outcome was crucial in safeguarding our clients’ interests and maintaining their control over the Company. Buyout Remedy Ordered in Our Clients’ Favor The Tribunal, deciding on our favor and against the Claimant’s requests to the alternative, ordered a buyout of the Claimant’s shares by our clients, the majority shareholders. This decision aligns with the strategic argument advanced by AGPLAW that under Cyprus law, there is no basis for a minority shareholder to compel a buyout of majority shareholders. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients validates our legal strategy and underscores the strength of our arguments in defending our clients’ rights. Breach of Shareholders’ Agreement While the Tribunal found that our clients were in breach of certain provisions of the SHA, these breaches were deemed insufficient to justify the Claimant’s radical demand for a buyout of our clients. Instead, the Tribunal focused on establishing a fair buyout price for the Claimant’s shares, ensuring that our clients retained control of the Company. Valuation and Mechanism for Buyout The Tribunal carefully considered the appropriate mechanism for determining the buyout price, including adjustments for loss of profits and other relevant financial considerations. This aspect of the award ensures that our clients will not only retain control of the Company but also achieve a fair and equitable resolution to the dispute. Legal Implications and Significance The Tribunal’s decision in this case sets a significant legal aspect in Cyprus regarding shareholder rights, the interpretation of shareholder agreements, and the remedies available in cases of minority oppression. The award confirms the principle that, under Cyprus law, there is no established legal basis for a minority shareholder to buy out a majority shareholder, reinforcing the protection of majority shareholders’ rights. This outcome highlights AGPLAW’s expertise in dealing with complex cross-border legal disputes and our deep understanding of Cyprus corporate law. Our success in this case showcases our ability to provide strategic and effective representation in high-stakes arbitrations, ensuring the best possible outcomes for our clients. A Strategic Victory for AGPLAW and Our Clients This arbitration award marks a significant victory for our clients and a testament to the legal acumen and advocacy of AGPLAW. Our team’s diligent efforts, extensive knowledge of Cyprus law, and strategic approach in this case were decisive in achieving a favorable outcome for our Clients, Respondents 1 and 2. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients — despite finding them in breach of certain provisions of the SHA — proves the effectiveness of our argument that there is no precedent for a minority shareholder buying out a majority shareholder under Cyprus law. By securing this outcome, we have successfully protected our clients’ rights as majority shareholders and preserved their control over the Company. Conclusion AGPLAW is dedicated to providing our clients with top-tier legal representation in even the most complex disputes. Our success in this LCIA arbitration is a clear demonstration of our commitment to excellence and our ability to achieve strategic legal victories. If you are facing a shareholder dispute or require expert legal advice on corporate matters, our team at AGPLAW is ready to assist you. Contact us today to learn more about how we can help protect your interests and achieve your desired outcomes.  

Global Ship & Yacht Registration Services AGPLAW proudly introduces its new Global Ship and Yacht Registration services, now available across 36 countries worldwide.This new service is accessible to all nationalities, accommodating all commercial and leisure vessels. AGPLAW clients can choose from an extensive array of flags, enabling them to register their ships or yachts under a jurisdiction that best suits their operational, financial, and strategic needs. AGPLAW’s expertise ensures that clients receive tailored advice on selecting the most appropriate flag, taking into account factors such as taxation, regulatory compliance, and operational benefits. The registration process with AGPLAW is designed to be straightforward and efficient, minimizing administrative burdens and expediting the entry of vessels into service. Each flag registration option comes with comprehensive details about the specific regulations, benefits, and requirements of that flag state. This information empowers clients to make informed decisions, ensuring that their vessels operate under the most favourable conditions. Whether for tax optimization, regulatory compliance, or operational efficiency, AGPLAW provides a reliable and strategic partnership throughout the entire registration process, making it a preferred choice for ship and yacht owners worldwide. Marine Surveys and Inspections In addition to our registration services, AGPLAW offers a full spectrum of marine survey services through our global network. Our team of highly trained, locally stationed surveyors delivers prompt and thorough inspections, providing exceptional value and peace of mind for our clients. We pride ourselves on our round-the-clock communication capabilities and flexible scheduling, ensuring that we meet the diverse needs of our clients efficiently and effectively. Our inspection services are comprehensive, covering everything from classification and Port State Control preparedness to compliance with international maritime conventions such as SOLAS, MARPOL, ILO, ISM, ISPS, and MLC. Additionally, we offer specialized services including tug, tow, and towage surveys, seaworthiness inspections, and pre-purchase inspections. For flag state inspections, AGPLAW assists in conducting pre-registration checks, annual safety inspections, and incident investigations to ensure all vessels meet stringent international and national standards. AGPLAW also provides expert support in cargo and chartering operations, including loading master duties, on-hire/off-hire surveys, and cargo hold inspections, along with P&I inspections covering pre-entry and damage assessments. Our comprehensive services ensure that our clients’ maritime operations are safeguarded and compliant, making AGPLAW a trusted partner in the maritime industry. Visit Our Global Ship Registration Section and make an enquiry. Discover detailed information on the registration process for each country, including Facts & Info sections outlining essential requirements.  

We are proud to announce that Angelos Paphitis, Managing Partner at AGPLAW, and Maria Constantinou, Partner of the Disputes team at AGPLAW, have successfully secured a significant injunction in the Cyprus courts. This victory includes obtaining an international Mareva injunction, freezing assets of the Defendants up to €50 million. Our client, a UAE entity, acquired loan facilities from a Cyprus company which, in 2019, engaged in a financing agreement with a Cayman Islands Fund to invest in a new blockchain Swiss venture. These loan facilities totalled just over €70 million. However, upon acquisition, our client discovered the investment had collapsed, the project had been cancelled, and fraudulent activities appeared to benefit the fund manager and majority shareholder. After extensive investigations, it was revealed that the majority shareholder and other associated companies were issuing invoices towards the Fund for services that were never provided. These fraudulent activities led to significant unjust enrichment for the majority shareholder and its associated companies, in clear breach of the loan agreements with the Fund which stipulated that the funds should be used exclusively for the blockchain venture. Given these breaches, our clients terminated the loan agreements and initiated legal actions to recover the money paid. The legal action included claims for breach of contract following default of the loan agreement, unjust enrichment due to the fraudulent invoices, and the imposition of a constructive trust on any funds received by the majority shareholder or its associated entities. We are pleased to report that our ex-parte application for a Mareva injunction was granted, effectively freezing the funds and assets of the main defendants up to €50 million. This injunction is critical in ensuring that our clients can secure their financial interests while the case proceeds. Key Legal Areas Involved Breach of Contract.The defendants failed to adhere to the specific provisions of the loan agreements, leading to an event of default. Default of Loan Agreement.The collapse of the blockchain venture and misallocation of funds constituted a default on the loan agreement. Unjust Enrichment.The defendants issued fraudulent invoices, benefiting financially from services never rendered, thus unjustly enriching themselves. Constructive Trust.We claim that any funds received by the majority shareholder, or its associated entities are held under a constructive trust for our clients. A constructive trust is an equitable remedy imposed by the court to prevent unjust enrichment. It means that the defendants must hold the misappropriated funds for the benefit of our clients, ensuring that the rightful owners are protected. Mareva Injunction.This injunction is a powerful legal tool used to freeze the assets of the defendants to prevent the dissipation of assets before a judgment is made. The Mareva injunction is a significant achievement as it provides our client with a measure of security and maintains the status quo while the litigation is ongoing. AGPLAW remains committed to delivering exceptional legal services and achieving the best possible outcomes for our clients. This case is a testament to our dedication, expertise, and the powerful legal strategies we employ.