Subject: Re: Privileged and Confidential
From: "Toohey, Ryan" <[email-masked]>
To: "Heather King" <[email-masked]>
Cc: "Devon Archer" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Vadim Pozharskyi" <[email-masked]>, "Alan Apter" <[email-masked]>, "Pacheco, Lawrence" <[email-masked]>, "McInerney, Jamie" <[email-masked]>
Date: Sat, 7 Jun 2014 21:36:01 +0000

My sense is that meddling with the website is likely more risky than cautionary. At some point (perhaps when we put up a new site) we can take the releases down but I wouldn't fuss with it at the moment.

On Jun 7, 2014, at 4:44 PM, "Heather King" <[email-masked]<mailto:[email-masked]>> wrote:

As previously mentioned, we’ll work in all our messaging, going forward, to clarify Hunter’s role as being a board member and not otherwise a legal advisor.  The press release on the website will continue to confuse on this point though, and I wonder if removing it or changing it would bring more attention than we want (Ryan)?

Re: describing him as an “Independent Director,” I’m not aware of any reason why Hunter would not be considered independent, but I don’t know all the facts about his relationship with Burisma.  Here are the NYSE independence requirements for board members in general (some committees have additional requirements):

o   Definition of Independent. In order to qualify as an “independent” director, the board of directors must affirmatively determine that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The board should consider the materiality of a director’s relationship with the listed company from the standpoint of both the director and of persons or organizations with which the director has an affiliation. Material relationships can include, among others, commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. Ownership of a significant amount of stock is not, by itself, a bar to an independence finding.

o   Additional Independence Requirements. In addition to the general definition of independence, a director cannot be independent unless at least three years have passed since:
§  The director was an employee of the company, or any immediate family member was an executive officer of the company;
§  The director (or any immediate family member) has received more than $120,000 per year in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation not contingent on continued service;
§  The director was affiliated with or employed by a present or former internal or external auditor (or an immediate family member was affiliated with such a firm, or employed by such a firm and personally worked on the company’s audit);
§  The director (or an immediate family member) was employed as an executive officer of another company if the company’s compensation committee includes an executive of the other company; and
§  Any fiscal year in which a company of which the director is an employee (or an immediate family member is an executive officer), made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

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)
[email-masked]<mailto:[email-masked]>

From: Devon Archer [mailto:[email-masked]]
Sent: Saturday, June 07, 2014 3:02 PM
To: Hunter Biden
Cc: Toohey, Ryan; Heather King; Vadim Pozharskyi; Alan Apter; Pacheco, Lawrence; McInerney, Jamie
Subject: Re: Privileged and Confidential

Same thoughts here.  Not too bad.  Good work team in controlling this.

My thought is we should correct them. Hunter's an Independent Director and Nickoli is not his new boss.
Devon Archer
646 436 3745

On Jun 7, 2014, at 2:54 PM, Hunter Biden <[email-masked]<mailto:[email-masked]>> wrote:
Well- as far as it goes I'd say not too bad. Why do they keep saying I was hired to run their legal department? Did they not get that I am a board member? Should we push back on that?

Anyway- what are other peoples reactions?

RHB
202.333.1880

On Jun 7, 2014, at 8:26 PM, "Toohey, Ryan" <[email-masked]<mailto:[email-masked]>> wrote:
Link here: http://p.washingtontimes.com/news/2014/jun/7/ukrainian-energy-firm-hires-biden-son-as-lawyer/?page=1

On Jun 7, 2014, at 2:16 PM, "Toohey, Ryan" <[email-masked]<mailto:[email-masked]>> wrote:
All,,

Ap article is out.

Will send around full text shortly. The reporter conflated 2 points related to political matters lobbying. We will reach out to him to correct.

Heather and I discussed and we both think this ended up in a reasonable place. Interested to hear from others.

Key point and link below.

There’s no indication that Hunter Biden<http://p.washingtontimes.com/topics/joe-biden/>, his father or Burisma<http://p.washingtontimes.com/topics/burisma-holdings-limited/> are crossing any legal or ethical lines, although ethics experts appear divided over the implications of Hunter Biden<http://p.washingtontimes.com/topics/joe-biden/>’s new job.

American conflict-of-interest laws and federal ethics rules essentially do not regulate the business activities of adult relatives of those who work in the White House.

On Jun 6, 2014, at 2:40 PM, "Heather King" <[email-masked]<mailto:[email-masked]>> wrote:
Great thank you.

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)
[email-masked]<mailto:[email-masked]>

-----Original Message-----
From: Vadim Pozharskyi [[email-masked]<mailto:[email-masked]>]
Sent: Friday, June 06, 2014 02:20 PM Eastern Standard Time
To: Alan Apter
Cc: Heather King; Devon Archer ([email-masked]<mailto:[email-masked]>); Hunter Biden ([email-masked]<mailto:[email-masked]>); Toohey, Ryan ([email-masked]<mailto:[email-masked]>)
Subject: Re: Privileged and Confidential
fine by me!
vadim

2014-06-06 20:41 GMT+03:00 Alan Apter <[email-masked]<mailto:[email-masked]>>:
works for me, thanks

On Fri, Jun 6, 2014 at 5:55 PM, Heather King <[email-masked]<mailto:[email-masked]>> wrote:
Alan and Vadim – Does it work for your schedules if Nardello plans to “meet” you via phone and speak with you next Thursday during our 10am conference call time?

Heather King, Esq.
Partner
BOIES, SCHILLER & FLEXNER LLP
5301 Wisconsin Avenue, N.W.
Washington, D.C. 20015
202-274-1129<tel:202-274-1129> (Phone)
202-237-6131<tel:202-237-6131> (Fax)
[email-masked]<mailto:[email-masked]>

From: Alan Apter [mailto:[email-masked]<mailto:[email-masked]>]
Sent: Thursday, June 05, 2014 3:49 PM
To: Heather King
Cc: Vadim Pozharskyi ([email-masked]<mailto:[email-masked]>); Devon Archer ([email-masked]<mailto:[email-masked]>); Hunter Biden ([email-masked]<mailto:[email-masked]>); Toohey, Ryan ([email-masked]<mailto:[email-masked]>)
Subject: Re: Privileged and Confidential

OK by me

On Thu, Jun 5, 2014 at 8:44 PM, Heather King <[email-masked]<mailto:[email-masked]>> wrote:
Vadim and Alan – We had previously discussed you speaking with Nardello tomorrow morning during our daily 10 am conference call.  We can proceed with that call if you wish, but I recommend that we postpone the call for a few days in light of the following: Nardello has not yet been officially engaged by my firm.  I am waiting for the engagement agreement to be approved internally at my firm, and then will need to provide it to Vadim for his final sign off. I am hoping to get this done by early next week.  In light of this, I have not had them start their work.

Also, please note that we had planned to meet with Hunter and Devon today in Washington but, due to unexpected last minute conflicts, that meeting has now been postponed until next Wed, June 11 at 145 pm.

Heather King, Esq.
Partner
BOIES, SCHILLER & FLEXNER LLP
5301 Wisconsin Avenue, N.W.
Washington, D.C. 20015
202-274-1129<tel:202-274-1129> (Phone)
202-237-6131<tel:202-237-6131> (Fax)
[email-masked]<mailto:[email-masked]>

________________________________
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the IRS, unless we expressly state otherwise, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
________________________________
The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1]

________________________________
The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1]

________________________________
The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1]

Confidentiality Notice:
This email and any attachments may be confidential and protected by legal privilege. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the e-mail or any attachment is prohibited. If you have received this email in error, please notify us immediately by replying to the sender and then delete this copy and the reply from your system. Thank you for your cooperation.

________________________________
The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.