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Contract analysis

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Contract analysis / matter-opening-memorandum.docx
matter-opening-memorandum.docx
1044-00005 · 11 clauses
High · 3 Medium · 2 Standard · 1
1. Matter Identification
1. Matter Identification The following table sets forth the key identifying information for this new matter. All records, billing entries, time entries, and internal communications should reference the matter number designated below.
2. Matter Description High
⚑ Penalty / liquidated damages
2. Matter Description 2.1 Background on the Client Thalassa Shipping & Logistics Société Anonyme ("TSL" or "Thalassa") is a privately held Greek shipping and logistics company incorporated under the laws of the Hellenic Republic. TSL was founded in 2009 and has since grown into a significant participant in the Eastern Mediterranean maritime logistics sector. As of the most recent fiscal year (FY 2021), the company em
3. Adverse Party and Opposing Counsel
3. Adverse Party and Opposing Counsel 3.1 Adverse Party The adverse party in this proceeding is the Independent Authority for Public Revenue (Greek: Ανεξάρτητη Αρχή Δημοσίων Εσόδων, or "AADE") of the Hellenic Republic. AADE is the central tax and customs authority of Greece, responsible for the administration and enforcement of customs, tax, and revenue laws. The specific division handling this matter is the Director
4. Staffing — Calderwood & Harkness LLP Engagement Team Standard
⚑ Commercial term
4. Staffing — Calderwood & Harkness LLP Engagement Team The following Calderwood & Harkness LLP attorneys have been assigned to this matter: The specific responsibilities of each team member are as follows: • James Prentice will serve as the Responsible Partner on this engagement, providing overall supervision, strategic direction, and management of the client relationship with TSL's senior leadership. Mr. Prentice m
5. Local Counsel
5. Local Counsel Calderwood & Harkness LLP has retained local Greek counsel to handle in-country filings, appearances, and procedural matters. The local counsel engagement is described below. Firm: Vournas & Theodorakis Dikigiriko Grafeio ("V&T") Entity Type: Greek law partnership (Δικηγορικό Γραφείο) organized under the laws of the Hellenic Republic Address: 22 Academias Street, 106 71 Athens, Greece Key Attorney: A
6. Experts Medium
⚑ Assignment / subcontracting
6. Experts Calderwood & Harkness LLP proposes to retain two independent expert advisors in connection with this matter: a customs classification expert and a customs valuation advisory firm. The details of each proposed retention are set forth below. 6.1 Classification Expert Firm: Argonaut Trade Consulting GmbH Entity Type: Gesellschaft mit beschränkter Haftung (German GmbH) organized under the laws of the Federal R
7. Other Key Parties and Entities
7. Other Key Parties and Entities The following table identifies additional parties and entities that are relevant to this matter, together with a description of each entity's role in the dispute. These parties are not adverse to TSL in the administrative proceeding but are significant to the factual, legal, or financial aspects of the matter.
8. Billing Arrangement High
⚑ Indemnity / guarantee obligation
8. Billing Arrangement 8.1 Fee Structure Calderwood & Harkness LLP will bill TSL on an hourly basis at the firm's standard rates. The applicable hourly rates for each assigned timekeeper, effective as of January 1, 2022, are as follows: Standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. TSL will be notified in advance of any rate adjustments in accordance with
9. Conflict Check Medium
⚑ Confidentiality undertaking
9. Conflict Check 9.1 Conflict Check Process A conflict check was initiated on September 18, 2022, in accordance with Calderwood & Harkness LLP's standard conflict clearance procedures. The conflict check was run against all parties, entities, and individuals identified in connection with this matter, including TSL, Nikolaos Andreadis, Elena Papadimitriou, Dimitrios Sarantopoulos, Andreadis Family Holdings LLC, Nereu
10. Key Deadlines and Critical Dates
10. Key Deadlines and Critical Dates The following table sets forth the key deadlines and critical action dates for this matter. Dates marked as "target" represent internal Calderwood & Harkness planning targets and are subject to adjustment as the matter develops. Statutory and contractual deadlines are identified as such. All team members should diarize the above dates and report any developments that may affect th
11. Special Notes and Considerations High
⚑ Penalty / liquidated damages
11. Special Notes and Considerations The following special notes and considerations are flagged for the attention of the Matter Administration Department and all members of the engagement team. 11.1 Related-Party Sensitivity Nereus Maritime Advisory Limited is a related party to TSL through Andreadis Family Holdings LLC (40% owner of Nereus) and through the personal ownership interests of Eleni Andreadis (30% owner o