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Deal 5: Competera's Senior Legal Counsel Denis Boshko on Establishing US Headquarters

Deal 5: Competera's Senior Legal Counsel Denis Boshko on Establishing US Headquarters

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On July 25, 2019, CEE Legal Matters reported that Competera, a Ukrainian pricing platform for e-commerce and omni-channel retailers, had established its headquarters in the United States. We reached out to Competera's Senior Legal Counsel Denis Boshko for details.

CEELM: Tell us briefly about what Competera is, and its background.

Denis: Founded in Kyiv in 2014, Competera has established offices in the US, UK, and Singapore and serves customers in 28 countries. The company helps category managers in retail to make the right pricing decisions, manage their category and pricing strategies, and increase revenue using tools built on advanced technologies, heavy math, and retail expertise. In 2019, Competera was selected as the second-best startup among 60 international AI projects at Startup Elevate, London Tech Week's flagship event. From a legal standpoint, Competera provides licenses to use its software.

CEELM: What does Competera's legal team look like?

D.B.: At the moment, our legal team consists of two lawyers. Also, we are going to hire legal trainee to improve Comptera’s document flow. I’m a Senior Legal Counsel, and my colleague Alexandra Isaieva holds the post of Legal Counsel. Alexandra brings strong compliance experience from strictly regulated markets of pharmaceuticals and mostly takes care about project-based matters at Competera. As for me, my previous experience is related to information technologies and legal consulting. I set priorities for our team and mostly take care of contracting.

It’s important to note that the dynamic of Competera business requires prompt reaction and multi-functionality from our team. Thus, we don’t have a strict separation of areas of responsibilities or expertise. We’re focusing on project and business needs within a given time.

CEELM: What exactly was involved in this particular project? Did the company really move its headquarters to the US, or simply open a US office, with main operations remaining in Kyiv? Will there be a legal team in the US reporting to you?

D.B.: The goal of the project was to set up a new group structure with the holding company in the US. The project also included the transfer of intangible assets to the new holding company. Competera's long term goal is to build up a strong presence on the global market, and the new holding structure should be beneficial for this process. Furthermore, the US holding company will operate as a foundation for future investment. Primary operations remain in Kyiv, [as] Ukraine is considered to be a core R&D center. At the moment, we are not planning to set up a legal team in the US or other countries of presence. Instead, we are going to rely on the advice of local legal providers on a case-by-case basis.

CEELM: Why did Competera choose to work with Dentons on this project? Did Dentons also help with the company’s expansion to the UK and Singapore?

D.B.: From the very beginning of the project, we were looking for a legal provider to support our transformation. We choose to work with Dentons as the result of a competitive procurement procedure. We were looking for an international legal firm with a strong presence in selected jurisdictions. Dentons provided us with a dedicated project manager from Kyiv office and contacts with local teams in respective countries. Dentons did help Competera with transformation process concerning the Singapore entity, specifically, prepared the set of documents required for respective legal actions.  

CEELM: Were there any unexpected challenges or obstacles in this process? How were they overcome?

D.B.: The transfer of the intangible asset from the Cyprus company to the US holding company was one of the challenges for our transformation. First of all, we had to verify the validity of the transfer of the intellectual property from initial code creators from Ukraine to Cyprus company and then transfer it to our US company. Furthermore, the transfer involved three different jurisdictions, and the choice of the applicable law was a challenge for our team. Moreover, the US GAP includes many requirements for recognition of the intangible asset. Our team had to collect additional documents to comply with local standards. These challenges were overcome due to the project-based approach to our transformation. The project team was agile enough to collect all the information from different sources, coordinate the work and cooperation with Dentons and, based on the respective analyses, to organize the valid transfer of intellectual property.

Ukraine Knowledge Partner

AVELLUM is a leading Ukrainian full service law firm with a key focus on Finance, Corporate, Dispute Resolution, Tax, and Antitrust.

Our aim is to be the firm of choice for large businesses and financial institutions in respect of their most important and challenging transactions.

We build lasting relationships with our clients and make them feel secure in new uncertain economic and legal realities.

We incorporate the most advanced Western legal techniques and practices into our work. By adding our first-hand knowledge, broad industry experience, and unparalleled level of service we deliver the best results to our clients in their business endeavours. Our partners are taking an active role in every transaction and ensure smooth teamwork.

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