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Over 25 years professional experience in business, financial and legal translations. You will find me flexible, professional and easy to do business with!
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Freelance translator and/or interpreter, Verified site user
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English to Russian: Tag-Along Right Detailed field: Finance (general)
Source text - English Within the Offer Period, as an alternative to delivering an Acceptance, the Remaining Shareholder may deliver a notice ("Tag Along Notice") to the Selling Shareholder of its intention to exercise its right to sell all or part of its Shares to the Offeror (the "Tag Along Right"). Failure of the Remaining Shareholder to deliver a Tag Along Notice shall be deemed a waiver by such Remaining Shareholder of its Tag Along Right.
If the Selling Shareholder receives a Tag Along Notice, it shall not complete the sale of the Offer Shares to the Offeror unless it ensures that the Offeror agrees to purchase from the Remaining Shareholder who sent a Tag Along Notice (a "Tagging Shareholder") all the Shares specified in the Tag Along Notice on the Proposed Purchaser Terms.
The Selling Shareholder and the Tagging Shareholder shall Transfer to the Offeror the Offered Shares and the Shares indicated in the Tag Along Notice simultaneously on the Proposed Purchaser Terms.
Drag-Along Rights
Provided that the Remaining Shareholder has not exercised its right of first refusal to purchase all Offered Shares of the Selling Shareholder or the Remaining Shareholder has not exercised its Tag Along Right to sell its Shares to the Offeror, the Selling Shareholder may require the Remaining Shareholder to sell its Shares to the Offeror ("Drag Along Right"), by indicating its desire to exercise such right in the Offer Notice.
The completion of the purchase and sale of the Remaining Shareholder's Shares to the Offeror (the "Drag Along Completion") shall occur and the transfer price shall be paid within ninety (90) calendar days after the conclusion of the Offer Period in accordance with the terms of the Offer Notice. The Remaining Shareholder agrees to execute and deliver all documents reasonably required to consummate the sale and transfer of their Shares to the Offeror on the terms set forth in the Drag Along Notice.
In case the other Shareholder breach its obligations (to execute and deliver documents or to pay the transfer price within the set timeframes) the Remaining Shareholder shall pay to the Selling Shareholder liquidated damages in the amount of twenty per cent (20%) of the purchase price to be paid for such Remaining Shareholder's Shares. In case the completion of the purchase and sale of the Remaining Shareholder' Shares to the Offeror did not occur within ninety (90) calendar days after the conclusion of the Offer Period, the Selling Shareholder obtains right to dispose of his Shares in any way without any restrictions.
English to Russian: Lien Detailed field: Investment / Securities
Source text - English The Company shall have a first and paramount lien on every share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount Hen on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Regulation. The Company's lien, if any, on a share shall extend to all dividends payable thereon as well as to any other rights or benefits attached thereto.
The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the Hen exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.
To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the snares before the sale) be paid to the person entitled to the shares at the date of the sale.
English to Russian: Taxes Detailed field: Law: Taxation & Customs
Source text - English All Tax Returns required to be filed by or on behalf of any of the Group Companies have been filed on a timely basis with the appropriate taxing authorities and, as of the time of filing or amendment, all such Tax Returns were true, complete and correct in all material respects. All amounts shown on such Tax Returns (including interest and penalties) as due from the Group Companies, either directly, as part of the consolidated tax return of another taxpayer, or otherwise, have been fully and timely paid.
No audit or other proceeding by any court or other Governmental Body is pending or, to the Knowledge of the Issuer, threatened with respect to any Taxes due from or with respect to any Group Company or any Tax Returns filed by or with respect to any Group Company. There are no Taxes (including deferred Taxes) claimed or asserted in writing by any taxing authority to be due and payable by any Group Company.
All Taxes which any Group Company is liable to make payment for prior to Completion has been paid prior to Completion.
To the Knowledge of the Issuer, no investigation, audit or visit by any Taxation Authority is planned in respect of any Group Company for the next twelve (12) months.
The total amounts set up as liabilities for Taxes in the Financial Statements are sufficient to cover the payment of all Taxes, including any penalties or interest thereon and whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due with respect to the conduct of the Business of each Group Company for the taxable periods covered thereby.
No Group Company has deferred Tax liabilities.
No Group Company has, at any time, entered into any agreement which either (i) was entered into solely or wholly or mainly with a view to avoiding, reducing, postponing or extinguishing any actual or potential liability for Tax; (ii) was designed for the purpose of unlawfully avoiding Taxes, or (iii) contained steps inserted without any commercial or business purpose and no Group Company has unlawfully invoked an exemption or reduction of Tax.
All payments by any Group Company to any Person which are required by law to be made under deduction of Taxes have been so made and each Group Company has (if required by law to do so) provided certificates of deduction to such person and transferred to any relevant Taxation Authority any Taxes deducted to the extent required. Each Group Company has complied with all legal obligations with respect to withholding Tax liabilities of any nature.
English to Russian: Financial Statements Detailed field: Finance (general)
Source text - English The Financial Statements are complete and correct and present fairly and accurately the financial position of the [β’] Group for the periods reflected.
As at 31 December [β’], there was no liability that should properly be reflected or reserved against in accordance with IFRS in the Financial Statements for such twelve (12) month period which is not fully reflected or reserved against in such Financial Statements.
There are no matters relating to the condition (financial or otherwise), operations (present or prospective), Business (present or prospective), Permits, Properties, Assets or liabilities of the [β’] Group which have not been appropriately reflected or reserved against in the Financial Statements.
The provisions for Taxes in the Financial Statements are sufficient for all unpaid Taxes, whether or not disputed, in respect of their business and operations for all periods ended prior to or on 31 December [β’].
The accounts receivable are reflected properly in the Financial Statements, are genuine and valid receivables subject to no set offs or counterclaims, and arose from valid sales and bona fide transactions in the Ordinary Course of Business. Except as indicated on the Financial Statements, the accounts receivable reflected on the Financial Statements, or acquired by the Group after the date of the Financial Statements, have been collected or are fully collectible within sixty (60) days after the Completion Date in amounts not less than the aggregate amount recorded therein. The amount and face value shown on invoices and statements are actually and absolutely owing to the Group and are not contingent for any reason. At the Completion Date, none of the accounts receivable represent an obligation owed by the Original Shareholder or any of its Affiliates.
The Financial Statements set forth a complete list of the accounts payable and accrued expenses as of the date or dates thereof.
Since 31 December [β’], no dividends, interest payments or other distributions or payments of any kind were paid to the Original Shareholder or their Affiliates in the aggregate.
English to Russian: Amounts Due, Trading Securities, Impairment Allowances Detailed field: Accounting
Source text - English Amounts Due from Credit Institutions
In the normal course of business, the Bank maintains current accounts or deposits for various periods of time with other banks. Amounts due from credit institutions with a fixed maturity term are subsequently measured at amortized cost using the effective interest method. Those that do not have fixed maturities are carried at cost. All amounts due from credit institutions are carried net of any allowance for impairment.
Trading Securities
Securities purchased principally for the purpose of generating a profit from short-term fluctuations in price or dealers' margin are classified as trading securities. Trading securities are initially recognized under the policy for financial instruments and are subsequently measured at fair value, based on market values as of the balance sheet date. Realized and unrealized gains and losses resulting from operations with trading securities are recognized in the statement of income as gains less losses from trading securities. Interest earned on trading securities is reported as interest income.
In determining estimated fair value, securities are valued at the last trade price if quoted on an exchange, or the last bid price if traded over-the-counter. When market prices are not available or if liquidating the Bank's position would reasonably be expected to impact market prices, fair value is determined by reference to price quotations for similar instruments traded in different markets.
Allowances for Impairment of Financial Assets
The Bank establishes allowances for impairment of financial assets when it is probable that the Bank will not be able to collect the principal and interest according to the contractual terms of the related loans issued, held-to-maturity securities and other financial assets, which are carried at cost and amortized cost. The allowances for impairment of financial assets are defined as the difference between carrying amounts and the present value of expected future cash flows, including amounts recoverable from guarantees and collateral, discounted at the original effective interest rate of the financial instrument. For instruments that do not have fixed maturities, expected future cash flows are discounted using periods during which the Bank expects to realize the financial instrument.
The allowances are based on the Bank's own loss experience and management's judgment as to the level of losses that will most likely be recognized from assets in each credit risk category by reference to the debt service capability and repayment history of the borrower. The allowances for impairment of financial assets in the accompanying financial statements have been determined on the basis of existing economic and political conditions. The Bank is not in a position to predict what changes in conditions will take place in the Russian Federation and what effect such changes might have on the adequacy of the allowances for impairment of financial assets in future periods.
Changes in allowances are reported in the statement of income of the related period. When a loan is not collectable, it is written off against the related allowance for impairment; if the amount of the impairment subsequently decreases due to an event occurring after the write-down, the reversal of the related allowance is credited to the related impairment of financial assets in the statement of income.
English to Russian: Audit Opinion Detailed field: Finance (general)
Source text - English We have audited the accompanying consolidated balance sheet of [β’] and subsidiaries (together the "Group") as of December 31, [β’], and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, [β’], and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
English to Russian: Dispute Resolution Detailed field: Law: Contract(s)
Source text - English Any claim or controversy arising out of or relating to this Agreement shall be finally determined by arbitration in accordance with the arbitration rules (the "Rules") of the London Court of International Arbitration ("LCIA"). The arbitration proceeding shall be conducted in the English language and shall take place in London, England. The arbitral tribunal shall be composed of three arbitrators selected by the LCIA.
In the event of any conflict between the Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail.
The arbitrators shall have no power to award damage to reputation, lost profits, lost business opportunities, mental or emotional distress, moral, indirect, incidental, exemplary, treble, special or punitive damages, cost of capital, substitution or replacement costs, internal costs, interference with business operations or diminution of the value of property. Each Party retains the right to seek interim, provisional or conservatory measures from judicial authorities and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
The award of the arbitrators shall be final and binding on the Parties.
The award of the arbitrators may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party in any competent jurisdiction.
The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitratorsβ fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone), court costs, witness fees, and reasonable, documented attorneysβ fees (other than on a contingent fee basis).
The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and all elements thereof (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the LCIA, the Parties, their counsel and any person necessary to the conduct the proceedings, except as may be lawfully required in judicial proceedings relating thereto or to the award resulting therefrom or as required pursuant to the rules of any recognised stock exchange.
Except for arbitration proceedings pursuant to this Clause [β’], no action, lawsuit or other proceeding (other than the enforcement of an arbitration decision, an action to compel arbitration or an application for interim, provisional or conservatory measures in connection with the arbitration) shall be brought by the Parties in connection with any matter arising out of or in connection with this Agreement.
English to Russian: Authority and Capacity of the Issuer Detailed field: Finance (general)
Source text - English Each Group Company is a legal entity duly organised and validly existing under the laws of the jurisdiction of its creation. Each Group Company is not in bankruptcy, liquidation or receivership (and no order or resolution therefore has been presented and no notice of appointment of any liquidator, receiver, administrative receiver or administrator has been given) and has full corporate power and authority to carry on its Business as it is now being conducted and to own and use the assets owned and used by it for the conduct of its Business.
The Issuer has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to allot and issue the Issued Shares in accordance with the terms hereof; furthermore, the Issuer has taken, or will take before Completion, all necessary action to authorise the execution, delivery and performance by the Issuer of the Transaction Documents, the allotment and issuance of the Issued Shares and the consummation by it of such other obligations contemplated thereby.
These Transaction Documents have been duly authorised and executed by the Issuer and, assuming due execution thereof by the Investor, constitutes legal valid and binding obligations of the Issuer, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and other laws relating to or affecting creditorsβ rights generally.
The execution, delivery and performance by the Issuer of the Transaction Documents and the consummation by it of the obligations contemplated thereby:
do not and will not breach, in any material respect, any provision of any Applicable Law, regulation or rule or any Order applicable to the Issuer or any of its material assets;
do not and will not materially conflict with, result in a breach of or violate any term or provision of the Organisational Documents of the Issuer or any other Group Company;
do not and will not conflict with, result in a breach of, violate or constitute a default under any of the terms, conditions or provisions of any material contract, agreement or instrument to which the Issuer is a party or by which the Issuer or any of its material assets may be bound, except for such defaults (or rights of termination or cancellation) as to which requisite waivers or consents have been obtained or which would not materially and adversely effect the ability of the Issuer to enter into and perform its obligations under the Transaction; and
do not and will not result in the creation or imposition of any Encumbrance of any nature upon, or with respect to any Group Company or its respective assets and properties.
English to Russian: Evidentiary Hearing Detailed field: Law (general)
Source text - English The Arbitral Tribunal shall at all times have complete control over the Evidentiary Hearing. The Arbitral Tribunal may limit or exclude any question to, answer by or appearance of a witness (which term includes, for the purposes of this Article, witnesses of fact and any Experts), if it considers such question, answer or appearance to be irrelevant, immaterial, burdensome, duplicative or covered by a reason for objection set forth in Article [β’]. Questions to a witness during direct and reΒ¬direct testimony may not be unreasonably leading.
The Claimant shall ordinarily first present the testimony of its witnesses, followed by the Respondent presenting testimony of its witnesses, and then by the presentation by Claimant of rebuttal witnesses, if any. Following direct testimony, any other Party may question such witness, in an order to be determined by the Arbitral Tribunal. The Party who initially presented the witness shall sub¬sequently have the opportunity to ask additional questions on the matters raised in the other Parties' questioning. The Arbitral Tribunal, upon request of a Party or on its own motion, may vary this order of proceeding, including the arrangement of testimony by particular issues or in such a manner that witnesses presented by different Parties be questioned at the same time and in confrontation with each other. The Arbitral Tribunal may ask questions to a witness at any time.
Any witness providing testimony shall first affirm, in a manner determined appropriate by the Arbitral Tribunal, that he or she is telling the truth. If the witness has submitted a Witness Statement or an Expert Report, the witness shall confirm it. The Parties may agree or the Arbitral Tribunal may order that the Witness Statement or Expert Report shall serve as that witness's direct testimony.
Subject to the provisions of Article [β’], the Arbitral Tribunal may request any person to give oral or written evidence on any issue that the Arbitral Tribunal considers to be relevant and material. Any witness called and questioned by the Arbitral Tribunal may also be questioned by the Parties.
English to Russian: Employee Matters Detailed field: Human Resources
Source text - English There is not in existence any contract of employment with any employee of a Group Company which cannot be terminated by three monthsβ notice or less without giving rise to any claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
There are no agreements or other arrangements (binding or otherwise) or outstanding or anticipated claims or disputes between any Group Company and any trade union or other body representing all or any of the employees of such Group Company.
Except as set forth in the Disclosure Letter, there are no contracts of employment with employees of any Group Company under which remuneration at a rate in excess of [β’] per annum is payable.
No Group Company owes any amounts to, or has any outstanding obligations in respect of, any present or former directors, employees or shareholders of such company other than remuneration accrued during the month in which this agreement has been entered into.
Save to the extent (if any) to which provision or allowance has been made in the Financial Statements:
no Group Company has any liability for breach of any contract of service or for services, for redundancy payments, protective awards or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee or for any other liability accruing from the termination or variation of any contract of employment or for services; and
no gratuitous payment has been made or promised in connection with the actual or proposed termination or suspension of employment or variation of any contract of employment of any present or former director or employee.
There is no arrangement to which any Group Company contributes or may become liable to contribute under which benefits of any kind are payable to or in respect of any of the employees, directors or officers or any former employee or former director or former officer of any Group Company (or to any spouse or dependant of any of them) on retirement, on death or in the event of disability or sickness or in other similar circumstances.
Trained at Moscow Linguistic University (alias Moscow Maurice Thorez Institute of Foreign Languages) which is Russia's top school of language professionals, I have 25+ years' hands-on experience in providing English-Russian translation services.
I have worked for governments, TNCs, financial institutions, multiple FT 500 and Chambers Global companies, NGOs and a host of international translation agencies. I have successfully handled translation jobs of all sizes, including those with extremely large word counts and tight deadlines. My daily output is up to 10,000 words.
I am expert in business, financial and legal translations and, more specifically, antitrust and regulatory matters, banking and finance, capital markets and securities, corporate transactions and joint ventures, employment, international arbitration, M&A, private equity, structured finance, securitizations, and taxes.
My strengths include ability to work under pressure, meet deadlines, ensure neatness of work produced, exhibit creativity in solving problems, stay with projects and tasks until they are accomplished, and collaborate effectively with clients, coupled with fast touch typing skills and attention to detail.
HIGHLIGHTS OF WORK EXPERIENCE2005 β presentFreelance Translator
Translation assignments focus on business counseling (commercial contracts, emerging businesses, business entity formation, government contracts, intellectual property, joint ventures/alliances, labor/employment, mergers/acquisitions, reorganization/bankruptcy, securities, takeovers/proxy contests); corporate finance (bank lending, high yield debt offerings, private equity, private placements, registered/listed securities, structured finance, venture capital); project finance (capital markets, corporate trusts, export credit agency lending, multilateral lending, political risk and other insurance, syndicated lending); public finance (economic development, infrastructure finance, public/private partnerships); advocacy (alternative dispute resolution, commercial litigation, environmental, health and safety, international arbitration, product liability); regulatory (antitrust, energy, environmental, EU/US regulatory and competition, trade); and taxation (employee benefits, estates and trusts planning, international, national and local tax planning, public finance tax, tax controversies).
1996 β 2005Staff Translator, 'Big Four' Auditing Firm
Translate documents in the areas of accounting, audit, tax, business advisory, corporate finance, risk management, regulatory and compliance. Specific fields of expertise include contracts, incorporation documents and corporate charters, audit reports (ISA and statutory), financial statements (GAAP, IFRS & statutory), loan portfolio reviews, FASB/SEC rulings/statements, litigation documents, marketing/promotional materials, reports, reviews and studies (securities, due diligence, valuation, financial instruments, taxation, investment banking etc).
1995 β 1996Staff Translator, Major Russian Oil Production Company
Provide translation services under a major oilfield development project. Areas of expertise encompass foreign direct investment, acquisitions/divestitures, securities and capital market transactions, project finance, privatization, joint ventures and subsidiaries, workouts and bankruptcy, environmental and regulatory matters, litigation and arbitration.
1994 β 1995Freelance Translator, US-based Management Consulting Firm
Demonstrate specific expertise with business and legal translations. In particular, translate into Russian and certified a complex oil contract, complete in time for negotiations, and produced a 230-page translation of formal presentation of consulting proposal with detailed graphics and artwork within a period of five days.
1993 β 1994Head Translator/Interpreter, USAID Funded Work
Responsible for translation/interpretation support and in-country coordination of USAID project privatizing and restructuring the Arctic port of Murmansk. Translate port privatization and restructuring plans as well as a plan for distribution of government-owned stocks in the company.
1987 β 1993Translator on a Variety of Privatization, Restructuring and Demonopolization Projects
Work independently or as part of simultaneous, consecutive and escort interpreter teams providing support for business professionals from the World Bank, European Bank for Reconstruction and Development, United States Agency for International Development, Russian Privatization Center and a number of corporate clients.
1985 β 1993Staff Writer, News Editor, Deputy Desk Supervisor, Russian National News Agency
Responsibilities include daily summaries of Russian and international press, compilation of various surveys and overviews based on Russian press and TV news and other sources, fact-checking, research for story ideas, street and telephone polls, coverage of news conferences and events of public interest, and assistance in scheduling and leading field work. Two years' experience as news correspondent with ITAR-TASS bureau in Paris. Extensive travel throughout CIS.
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