We could do the call another time. What times work for others?
Heather King, Esq.
Partner
BOIES, SCHILLER & FLEXNER LLP
5301 Wisconsin Avenue, N.W.
Washington, D.C. 20015
202-274-1129 (Phone)
202-237-6131 (Fax)
hking@bsfllp.com
-----Original Message-----
From: Vadim Pozharskyi [v.pozharskyi.ukraine@gmail.com]
Sent: Sunday, June 01, 2014 04:57 PM Eastern Standard Time
To: Toohey, Ryan
Cc: Alan Apter; Heather King; Hunter Biden (hbiden@rosemontseneca.com); darcher@rosemontseneca.com; McInerney, Jamie; Pacheco, Lawrence
Subject: Re: Privileged and Confidential
Dear All, as to the phone call, tomorrow, on Monday, we all might be either on meetings or in the air. So lets get in touch morning US time.Devon, since we age going to be together, could you please coordinate.As to the responses, as I understand from draft responses made by Ryan, we answer to the journalist with minimum information. But do we comment on his assumptions that he would mention in each block before actual questions.Here are some of my comments to crucial misinterpretations that he outlined. Please consider what should be included in our responses and in which way. I leave it to your professional advice.
1. Nikolay is indeed sole shareholder but not of Burisma, but of Brocity company that ultimately holds 100% of Burisma.2&3. Nikolay was never prominent party of regions member or top official. He was working as a minister at the time when the official strategy of the Government of Ukraine, was European integration. Please keep in mind that during 3 years of Yanukovich presidency the whole governmental beurocracy/ mechanism was working for the strategic goal of European integration. And numerous government, presidential and parliamentary actions and legislative acts supports this. It is only few weeks before actual signing ceremony of Association Agreement in Vilnius, Yanokovych basically by himself decided to change all.Nikolay is living in Ukraine and is not in exile and has never been.He was fired by Yanukovich for his independent position and was substituted for person close the Yanukovich family.Many today's Ukrainian politicians were working in government during Yanukovich presidency.Poroshenko - new President of Ukraine, worked as a minister also. Poroshenko is actually formerly was one of the founders of Party of Regions many years ago. And we can not say that Poroshenko is pro Russian, etc.
Companies of Burisma holding in Ukraine continue to operate normally regardless of political changes.
Regards, Vadym
Отправлено с iPadGreat. Alan, I think we should also be prepared to answer any inquiries around how you came to meet NZ and be on the board.yes
On Sun, Jun 1, 2014 at 8:12 PM, Heather King <hking@bsfllp.com> wrote:
Are people avail to join Ryan and I on the 10am call tomorrow so we can discuss the press inquiries?
Heather King, Esq.
Partner
BOIES, SCHILLER & FLEXNER LLP
5301 Wisconsin Avenue, N.W.
Washington, D.C. 20015
202-274-1129 (Phone)
202-237-6131 (Fax)
hking@bsfllp.com
-----Original Message-----
From: Alan Apter [alan.apter@burisma.com]
Sent: Sunday, June 01, 2014 03:05 PM Eastern Standard Time
To: Toohey, Ryan
Cc: Vadim Pozharskyi; Hunter Biden (hbiden@rosemontseneca.com); darcher@rosemontseneca.com; Heather King; McInerney, Jamie; Pacheco, Lawrence
Subject: Re: Privileged and Confidential
AlanBR,Thank you for your fast work on this RyanI would welcome a call tomorrow on this to ensure all parties are on same pagealso I think we should say western style corporate governance initiative was initiated in 2013 (I came onto the Board with this mandate in May 2013)this looks good to me with one exception: it says that NZ is a major shareholder in Burisma, not the sole shareholder - I wonder if we are opening ourselves up to questions on who the other shareholders are if we say thisalso has NZ agreed we can officially acknowledge his shareholding at this point??
On Sun, Jun 1, 2014 at 7:42 PM, Toohey, Ryan <Ryan.Toohey@fticonsulting.com> wrote:
Alan, Vadim et al:
Here is our take on a suggested response to Steve Braun from the AP — this would come from the FTI team via email. For your reference his initial questions are pasted below the response. We can take comments via email but I would suggest we try to gather on the phone tomorrow morning.
1.1. Nikolai Zlochevsky is a prominent Ukrainian and a major shareholder in Burisma Holdings. It is important to note that Burisma is one of many investments he has made in Ukraine and elsewhere.
1.2. The company has an experienced and talented management team and, in 2014 Burisma adopted a Western-style governance structure including a Board of Directors, Strategic Planning Committee, Audit Committee, and Corporate Secretary.
2. As a corporate entity, Burisma does not take positions on political matters. Burisma’s success in the gas market supports energy independence, national sovereignty and regional stability.
2.1. Burisma’s operations in Eastern and Western Ukraine have not been impacted by recent unrest in parts of Ukraine. Production and drilling are unaffected.
3. Mr. Biden will not lobby on behalf of Burisma. His role is to advise the company’s legal and compliance unit, including guidance on corporate governance standards.
3.1. Mr. Biden is a private citizen, a lawyer and investor and is involved with several global not for profit organizations.
3.2. Mr. Biden is one of several new members whom I recruited to join the Board of Directors including Aleksander Kwasniewsk, the former President of Poland who will help provide strategic guidance on the global geopolitical environment, and Devon Archer who will provide strategic expansion guidance based on his experience with investor relations and global stakeholder engagement. All of these board members share our commitment to energy independence in Ukraine.
3.3. I initially met Devon through mutual business associates and he ultimately introduced me to Hunter Biden.
1. AP reporters have been examining U.S. Securities and Exchange documents and Cypriot corporation documents that reference Burisma in recent days. Those documents show that Burisma, organized in Limassol, Cyprus, is a subsidiary of another Cyprus-based firm, Brociti Investments Limited, registered in Nicosia. Cypriot documents we reviewed show that Burisma was set up and initially controlled by two Ukrainian nationals, Mykola Zlochevsky and Mykola Lisin (each man held 500 shares according to these filings). The two men transferred their shares to Bayardia Trading Ltd in April, 2011, and Bayardia then transferred ownership to Raven Financial Services Corp, based in the British Virgin Islands, in May, 2011. In July 2011, Raven then transferred the shares to Brociti. Documents reviewed by AP show that the controlling interest in Brociti _ about 1 million shares -- is owned by Mykola Zlochevsky, the same man who had owned Burisma with Lisin in early 2011 (our understanding is that Lisin is now deceased). A May 14, 2013 Burisma filing (which came after the transfer of Burisma Holding’s 1000 shares to Brociti) names you as one of two directors of Burisma, along with Riginos Charalampous of Cyprus. As chairman of the board of Burisma Holdings, do you report to Mr. Zlochevsky? Does Mr. Zlochevsky exercise authority over Burisma’s decision-making, hiring and legal operations? If so, did Mr. Zlochevsky approve or was he consulted in Mr. Biden’s hiring? If so, can you provide an explanation of why Mr. Zlochevsky wanted Mr. Biden to join Burisma? Did Burisma first approach Mr. Biden prior to his hiring, and if so, what brought him to the company’s attention? Will Mr. Biden report to Mr. Zlochevsky and/or does Mr. Zlochevsky have oversight in Mr. Biden’s work due to his controlling interest in Burisma?
2. Corporate documents and media and official Ukrainian government reports from the past decade show that Mr. Zlochevsky was a prominent Ukrainian political and government figure. He was a ranking member of the Party of Regions, the political party once run by Viktor Yanukovych, who was ousted by pro-democracy protests earlier this year in Ukraine. And from 2004 until Mr. Yanukovych’s exile, Mr. Zlochevsky worked as a government minister _ overseeing natural resources, the environment and defense during the span of three Ukrainian administrations. Ukrainian reform critics also named Mr. Zlochevsky as one of the several ministers who built up extensive private holdings during their tenures in government and cited several subsidiaries of Mr. Zlochevsky’s firm, Burisma, for obtaining lucrative oil and natural gas leases during the period he worked as a government minister under Mr. Yanukovych. As you likely know as well, Mr. Yanukovych was openly trying to draw Ukraine closer economically to Russia and turned up in Russia after his ouster. What is Burisma’s attitude toward the change of government in Ukraine? Does Mr. Zlochevsky still live and work in Ukraine or has he also fled to Russia or Crimea? Has Burisma approached the current Ukraine government about continuing to operate its leases in Dnieper-Donets, the Carpathian and the Azov-Kuban basins? Will Mr. Biden be involved in any consultations or legal discussions with the current government about those leases? As a subsidiary of Brociti, does Burisma have any concerns about doing business both with Ukraine and with the United States while it is controlled by a former minister in a now-exiled government that was criticized as pro-Russia?
3. Under U.S. law, any lobbyist for foreign governments or political parties are required to disclose to the U.S. Justice Department detailed information about their activities on behalf of their clients _ including all contacts with U.S. officials, campaign contributions, fees received from clients and expenses incurred in lobbying. However, lawyers engaged in legal representation of foreign principals in courts or similar legal proceedings are exempt from those rules as long as those lawyers do not try to influence U.S. policy at the behest of their client. Since your company was well aware that Mr. Biden is the son of the current U.S. vice president, Joe Biden, (as was made clear in your press release announcing his hiring) do you plan on restricting his legal work from any U.S. lobbying? Since the current U.S. foreign policy regarding Ukraine is to support the current government, do you see any conflict of interest in your firm being run by a member of Ukraine’s former pro-Russian government? Would you expect Mr. Biden to support the company’s position if it conflicted in any way with U.S. diplomatic policy in Ukraine? Does Mr. Zlochevsky’s history as a top official in the Party of Regions and with former pro-Russian president Yanukovych conflict with Burisma’s stated preference for an independent gas and oil industry in Ukraine (as cited in Devon Archer’s April 28 release about “3 Steps Towards Energu Independence”)?
From: Alan Apter <alan.apter@burisma.com>
Date: Saturday, May 31, 2014 at 1:06 PM
To: Ryan Toohey <ryan.toohey@fticonsulting.com>
Cc: Vadim Pozharskyi <v.pozharskyi.ukraine@gmail.com>, Hunter Biden <hbiden@rosemontseneca.com>, "darcher@rosemontseneca.com" <darcher@rosemontseneca.com>, Heather King <hking@BSFLLP.com>, "McInerney, Jamie" <Jamie.McInerney@FTIConsulting.com>, Lawrence Pacheco <Lawrence.Pacheco@FTIConsulting.com>
Subject: Re: Privileged and Confidential
look forward to draft responsenever got his emailagree fully with Ryan's plan
On Sat, May 31, 2014 at 4:31 PM, Toohey, Ryan <Ryan.Toohey@fticonsulting.com> wrote:
All,
I spoke late yesterday with Steve Braun, the AP reporter who called Alan on Thursday. He indicated he had also sent a list of questions to Alan and he has now passed these on in his email below. You'll see from his biography, also pasted below, that he is an experienced and very credible jour nalist.
Our sense is that the AP has put a good deal of resources behind their reporting but are still fishing and unsure about what their final angle will be. To that end, where we can rebut points Braun makes in his note we should, while at the same time conveying some of our better messages about transparency, good governance and western standards. We may have to ignore or not speak to some of his questions and that is fully ok.
We would suggest that we do this via a fairly detailed email to the reporter, followed by a call from us to clarify certain points. We can always come back to this team with specific questions.
We can send around a draft response this weekend and can discuss early Monday.
As always, we are happy to talk through this. I am at + 1 917-280-2198
Thanks,
Ryan
Stephen Braun is based in Washington for the Associated Press, where he has worked as a national investigative reporter and as AP’s National Security Editor. Previously, he was a national correspondent based in Washington for the Los Angeles Times. He shared in the Times’ 1991 Pulitzer Prize for coverage of the Los Angeles riots and a 2002 Overseas Press Club international reporting award for “Inside al Qaeda,” a series of stories about the rise of the terror group. His reportage has ranged from presidential politics and investigations to foreign and domestic terrorism, and he has covered many landmark American news stories of the past two decades, including the Sept. 11attacks, Hurricane Katrina and five national elections.
As a Times national correspondent from 1993 to 2008, Braun covered national affairs and the Midwest from Chicago, then transferred to Washington, where his work included national politics, international investigations and national affairs. Before joining the Times national staff, he worked on the paper’s metropolitan desk in Los Angeles as an editor and staff writer. He also reported at the Detroit Free Press, Philadelphia Daily News and Baltimore News American, where he was a Pulitzer finalist in 1981. A 1975 graduate of the University of Pennsylvania, he has written for Foreign Policy Magazine, Men’s Vogue, Rolling Stone, the Washington Monthly and Los Angeles Times Magazine.
Begin forwarded message:
From: "Braun, Stephen S." <SBraun@ap.org>
Date: May 30, 2014 at 4:18:12 PM EDT
To: "ryan.toohey@fticonsulting.com" <ryan.toohey@fticonsulting.com>
Subject: Apter email
Ryan—
Here’s the email I sent to Mr. Apter, slightly modified with more recent details we’ve since learned. Again, thanks for taking this up.
Dear Mr. Apter:
I am a reporter with the Associated Press in Washington and am working with other AP reporters here and in several international locations on a story about Hunter Biden’s joining Burisma Holdings Ltd on the company’s board and as director of its legal unit. We are trying to obtain some more information about Burisma, its corporate ownership and structure, as well as the circumstances of Mr. Biden’s decision to join the firm, as well as its political and international implications, and hope you can help us by either talking with me by telephone or responding by email. We plan to publish a news story in the coming days and hope you can respond to me by Monday noon E.S.T. at the latest. I called you in London earlier today and left a message but since I did not receive a reply by the day’s end, I decided to send these questions by email.
1. AP reporters have been examining U.S. Securities and Exchange documents and Cypriot corporation documents that reference Burisma in recent days. Those documents show that Burisma, organized in Limassol, Cyprus, is a subsidiary of another Cyprus-based firm, Brociti Investments Limited, registered in Nicosia. Cypriot documents we reviewed show that Burisma was set up and initially controlled by two Ukrainian nationals, Mykola Zlochevsky and Mykola Lisin (each man held 500 shares according to these filings). The two men transferred their shares to Bayardia Trading Ltd in April, 2011, and Bayardia then transferred ownership to Raven Financial Services Corp, based in the British Virgin Islands, in May, 2011. In July 2011, Raven then transferred the shares to Brociti. Documents reviewed by AP show that the controlling interest in Brociti _ about 1 million shares -- is owned by Mykola Zlochevsky, the same man who had owned Burisma with Lisin in early 2011 (our understanding is that Lisin is now deceased). A May 14, 2013 Burisma filing (which came after the transfer of Burisma Holding’s 1000 shares to Brociti) names you as one of two directors of Burisma, along with Riginos Charalampous of Cyprus. As chairman of the board of Burisma Holdings, do you report to Mr. Zlochevsky? Does Mr. Zlochevsky exercise authority over Burisma’s decision-making, hiring and legal operations? If so, did Mr. Zlochevsky approve or was he consulted in Mr. Biden’s hiring? If so, can you provide an explanation of why Mr. Zlochevsky wanted Mr. Biden to join Burisma? Did Burisma first approach Mr. Biden prior to his hiring, and if so, what brought him to the company’s attention? Will Mr. Biden report to Mr. Zlochevsky and/or does Mr. Zlochevsky have oversight in Mr. Biden’s work due to his controlling interest in Burisma?
2. Corporate documents and media and official Ukrainian government reports from the past decade show that Mr. Zlochevsky was a prominent Ukrainian political and government figure. He was a ranking member of the Party of Regions, the political party once run by Viktor Yanukovych, who was ousted by pro-democracy protests earlier this year in Ukraine. And from 2004 until Mr. Yanukovych’s exile, Mr. Zlochevsky worked as a government minister _ overseeing natural resources, the environment and defense during the span of three Ukrainian administrations. Ukrainian reform critics also named Mr. Zlochevsky as one of the several ministers who built up extensive private holdings during their tenures in government and cited several subsidiaries of Mr. Zlochevsky’s firm, Burisma, for obtaining lucrative oil and natural gas leases during the period he worked as a government minister under Mr. Yanukovych. As you likely know as well, Mr. Yanukovych was openly trying to draw Ukraine closer economically to Russia and turned up in Russia after his ouster. What is Burisma’s attitude toward the change of government in Ukraine? Does Mr. Zlochevsky still live and work in Ukraine or has he also fled to Russia or Crimea? Has Burisma approached the current Ukraine government about continuing to operate its leases in Dnieper-Donets, the Carpathian and the Azov-Kuban basins? Will Mr. Biden be involved in any consultations or legal discussions with the current government about those leases? As a subsidiary of Brociti, does Burisma have any concerns about doing business both with Ukraine and with the United States while it is controlled by a former minister in a now-exiled government that was criticized as pro-Russia?
3. Under U.S. law, any lobbyist for foreign governments or political parties are required to disclose to the U.S. Justice Department detailed information about their activities on behalf of their clients _ including all contacts with U.S. officials, campaign contributions, fees received from clients and expenses incurred in lobbying. However, lawyers engaged in legal representation of foreign principals in courts or similar legal proceedings are exempt from those rules as long as those lawyers do not try to influence U.S. policy at the behest of their client. Since your company was well aware that Mr. Biden is the son of the current U.S. vice president, Joe Biden, (as was made clear in your press release announcing his hiring) do you plan on restricting his legal work from any U.S. lobbying? Since the current U.S. foreign policy regarding Ukraine is to support the current government, do you see any conflict of interest in your firm being run by a member of Ukraine’s former pro-Russian government? Would you expect Mr. Biden to support the company’s position if it conflicted in any way with U.S. diplomatic policy in Ukraine? Does Mr. Zlochevsky’s history as a top official in the Party of Regions and with former pro-Russian president Yanukovych conflict with Burisma’s stated preference for an independent gas and oil industry in Ukraine (as cited in Devon Archer’s April 28 release about “3 Steps Towards Energu Independence”)?
Thanks much,
Steve Braun, AP Washington
Stephen Braun
Associated Press, Washington Bureau
1100 13th St. NW Suite 700
Washington, DC 20005-4076
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