Andrey Zharskiy

Andrey Zharskiy

Partner, Advocate, PhD in Law
Andrey Zharskiy

Chambers Europe

Andrey Zharskiy has definitely impressed us, he is very results-driven, extremely professional with a great attention to details

Biography
Recent work
Publications and Insights
Rankings and awards

Andrey Zharskiy, is the ALRUD Law Firm partner, heading Energy, Natural Resources and Infrastructure Industry Group, and Real Estate Practice.

Andrey has more than 20 years of experience in legal support of M&A/JV, commercial and infrastructure projects within energy and natural resources sectors advising leading international and Russian companies in respect to their high profile and large-scale transactions and JV in Russia and abroad. His expertise includes oil and gas downstream and upstream projects, LNG projects, mining projects in Russia and Africa, infrastructure projects and financing matters. Andrey assists Clients with all legal issues arising during project’s implementation, including on complicated regulatory issues related to subsoil use and environment.

We wanted a lawyer whom we can completely rely on and who understands our business and it's Andrey Zharskiy. He is a highly intelligent and experienced lawyer, responsive and reliable. He understands our business and our true needs, so that our interests and risks are always properly protected. Chambers Europe

In his real estate practice Andrey provides legal support with regard to complex infrastructure and construction projects and all types of real estate matters, including acquisition of real estate and lease matters, development projects, industrial and infrastructure projects in different sectors (including PPP matters) and all other legal matters related to real estate.

Andrey joined ALRUD in 2013 and became Partner in 2015. Before joining ALRUD he worked in one of the major Russian oil companies, subsequently was a head of international legal department of a large international group, where acquired vast experience in supporting energy, mining and real estate transaction not only in Russia, but in China and Africa as well.

Andrey is an Officer of the IBA “Mining law” Committee, he regularly speaks at Russian and international conferences on different issues related to oil&gas and mining in Russia.

Andrey graduated with honors from Belarusian State University in 1998, he holds a J.D. degree in civil law (2002) and a LLM degree from University of Manchester (1999). Andrey is an author of numerous publications on breach of contract and legal remedies, including based on UN Convention on international sale of goods.

CEFC China Energy Company Limited

in the acquisition of 14,16% in the Russian oil company Rosneft.

Tata Power (Индия)

in respect to developing a coal deposit in the Kamchatka Krai including separate agreements with authorities regarding establishment of special investment regimes and infrastructure financing.

China Gold

in respect to acquisition of majority stake in gold mines in Russia (gold deposit of federal importance) and JV project with existing shareholder.

Vi Holding

(international investment and industrial group) in respect of implementation of a JV green field platinum mining project in Zimbabwe, Africa ( 3 bln USD project).

North Atlantic Drilling Ltd. и Seadrill Limited

on investment and co-operation Agreement with Rosneft and long term drilling agreements.

South Tambey LNG

in respect to different matters related to performance of the general construction contract and dealings with Russian subcontractors.

Mechel

in offering to Gazprombank AO the option to purchase 49% share in the Elga coking coal deposit project for 34.3 billion rubles.

Coeclerici Group

in respect of coal mining assets in the Kemerovo region, including regulatory and land matters.

Gazprom Transgaz Belarus

on negotiation of FIDIC construction agreement and ancillary documents for a multifunctional complex in the city of Minsk.

Sojitz Corporation

in acquisition of dealer network through establishment of Real Estate Complex (Enterprise) and several joint ventures with Russian companies for selling Subaru vehicles.

State Oil Fund of the Republic of Azerbaijan (SOFAZ)

on acquisition of Gallery Actor, mixed-use office and retail complex located in the center of Moscow.

ALRUD strengthens its positions in the international ranking IFLR1000
ALRUD has once again taken high positions in M&A, Banking, Capital Markets, Restructuring and Insolvency, Project Finance and Project Development (Mining, Power, PPP/PFI) in the international ranking of law firms IFLR1000 of the International Financial Law Review. ALRUD has improved its results and moved up in Restructuring and Insolvency and Project Development: Mining. Partners Alexander Zharskiy (‘Highly Regarded’ in M&A, Banking, Restructuring and Insolvency), Anton Dzhuplin (‘Highly Regarded’ in M&A, Banking, Restructuring and Insolvency, Pharmaceuticals and Life Sciences, Social Infrastructure), as well as Associate Ekaterina Mayorova (Rogacheva) (‘Rising Star’ in Banking) are recommended in the individual rankings. The IFLR1000 is the guide to the world's leading financial and corporate law firms and lawyers. The IFLR1000 has been producing legal market intelligence since 1990 and remains the only international legal directory dedicated to ranking law firms and lawyers, on the basis of financial and corporate transactional work. For more information click here.
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ALRUD Real Estate Practice experts prepared an article for AEB Real Estate Monitor
ALRUD Real Estate Practice experts Partner Andrey Zharskiy and Associate Alexey Kalinkin prepared an article for AEB Real Estate Monitor. The article explains the new practice of the Supreme Court of the Russian Federation (the Ruling of the Supreme Court of the Russian Federation no. 305-ES20-4196 dated 06/26/2020) in relation to the consequences of a lessee's refusal to accept property under a lease agreement, as well as the remedies of the lessor and the lessee's payment obligations in such cases. Click here to read the article.
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ALRUD experts prepared an overview of legislative changes and practice in mining in Russia
ALRUD Energy, Natural Resources and Infrastructure experts prepared an overview of legislative changes and law enforcement practice in mining in Russia for The ICLG: Mining Laws and Regulations 2021. Partner Andrey Zharskiy, Senior Associate Timur Akhundov and Associate Daria Degtyareva prepared the Russian part of the guide. The ICLG: Mining Laws and Regulations 2021 covers common issues in mining laws and regulations, including the acquisition of mining rights, ownership requirements and restrictions, processing, transfer and encumbrance, environmental aspects, land rights. To read the full review, please click here.
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ALRUD experts hold leading positions in the Best Lawyers rating
Best Lawyers – one of the most authoritative international legal ratings – has published the results of the Russian legal market research 2021. The rating is based on the estimates of internationally recognized market players. This is not the first time that ALRUD has taken a leading position in key practices, and this year our experts have managed to expand their presence in the rating. Maxim Alekseyev, Senior Partner, is the winner of the Lawyer of the Year 2021 rating in the field of business administrative regulation. For the second year in a row, the labor practice team brings ALRUD the title of the Law Firm of the Year in Russia 2021. This year, Irina Anyukhina, Partner and Head of the Labor practice, becomes the winner of the Lawyer of the Year 2021 in the field of Labor law. Best Lawyers recommends ALRUD experts in the following fields of law: Arbitration and Mediation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners and Dmitry Kuptsov, Senior Associate Banking and Finance Law - Alexander Rymko, Partner Capital Markets Law - Vassily Rudomino, Senior Partner and Alexander Zharskiy, Partner Competition / Antitrust Law - Vassily Rudomino, Senior Partner, German Zakharov, Partner, Ruslana Karimova and Ksenia Tarkhova, Senior Associates, Roman Vedernikov, Associate Construction Law - Irina Anyukhina, Partner and Stanislav Veselov, Senior Associate Corporate Law - Maxim Alekseyev and Vassily Rudomino, Senior Partners, Alexander Zharskiy, Partner, Olga Pimanova and Oleg Ezhov, Of Counsels, Sergey Khanaev, Senior Associate, Dmitry Pashkov and Alexander Kleschev, Associates Corporate governance and Compliance - Alla Azmukhanova, Associate Criminal Defense - Alexander Mikhailov, Associate Information Technology Law - Irina Anyukhina, Maria Ostashenko and Anton Dzhuplin, Partners and Ksenia Erokhina, Senior Associate Insolvency and Reorganization Law - Vassily Rudomino, Senior Partner, Sergey Petrachkov and Alexander Zharskiy, Partners Intellectual Property Law - Irina Anyukhina and Maria Ostashenko, Partners and Ilya Khodakov, Associate Investment - Vassily Rudomino, Senior Partner Labor and Employment Law - Vassily Rudomino, Senior Partner, Irina Anyukhina, Partner, Olga Pimanova, Of Counsel, Margarita Egiazarova and Anastasia Petrova, Senior Associates Litigation - Vassily Rudomino, Senior Partner, Magomed Gasanov and Sergey Petrachkov, Partners, Boris Ostroukhov, Senior Associate, Denis Bekker, Associate Media Law - Irina Anyukhina and Maria Ostashenko, Partners Mergers and Acquisitions Law - Vassily Rudomino and Maxim Alekseyev, Senior Partners, Alexander Zharskiy and Andrey Zharskiy, Partners, Timur Akhundov, Senior Associate Privacy and Data Security Law - Irina Anyukhina, Partner Real Estate Law - Irina Anyukhina and Alexander Zharskiy, Partners and Aleksey Kalinkin, Associate Regulatory Practice - Maxim Alekseyev, Senior Partner and Dina Kravchenko, Associate Tax Law - Maxim Alekseyev, Senior Partner, Elena Novikova, Of Counsel, Sergey Artemiev, Associate Technology Law - Anton Dzhuplin, Partner Telecommunications Law - Irina Anyukhina and Maria Ostashenko, Partners Trusts and Estates - Kira Egorova, Of Counsel, Ekaterina Vasina, Senior Associate
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COVID-19 impact on M&A in Russia: trends and transaction specifics
Every day, the outbreak of coronavirus infection has an increasing impact on the economy, in general and various aspects of business, in particular. In this information letter, we have reflected the main trends and specifics of M&A transactions in Russia, under the conditions of restrictive measures caused by the spread of COVID-19. General trends of the M&A market in Russia under COVID-19 Transactions’ dynamic. Substantial reduction of M&A transactions, particularly those involving foreign investors. At the same time, devaluation of assets creates new opportunities for the purchasers ready to take higher risks, in the current situation of uncertainty. Industries. Less interest in relation to businesses, which have been affected due to restrictive measures, caused by coronavirus infection. At the same time, the industries related to healthcare, deliveries, online trading, AI, IT and telecoms may find increased M&A activity. Structure of transactions. A new wave of restructuring of financing obligations is likely to come, which may also include certain corporate elements (e.g. debt-to-equity conversion, shareholders’ agreements, call / put options). There may be an increased number of distressed M&A transactions, including within insolvency procedures and debt restructuring. Financing of transactions. The possibility to obtain financing, for the purposes of acquiring assets, may be limited. Alternative ways to be considered (e.g. deferred payment / earn-out). Specifics of M&A transactions in Russia under COVID-19 Purchase price. Increased use of the ‘completion accounts’ approach, due to uncertainty. A ‘locked-box’ concept to be used rarely, or in hybrid form, for example, with confirmation of certain financial indicators, at the completion date, as a condition precedent. Deferred payment (holdback, deferred consideration, earn-out) is likely to become widely used. State support measures. Key terms of transactions (e.g. purchase price, or a right to withdraw from the transaction) may depend on certain state support measures, which have already been provided for the target, or which may arise in the future (before and after completion). Material adverse change (‘MAC’). Particular attention to the wording of MAC provisions, especially in relation to epidemics / pandemics, as well as the right of the parties to withdraw from the transaction, in the case a material adverse change occurs. Regulatory approvals. It is necessary to take into account possible delays of state authorities, when reviewing applications for transaction approvals. A purchaser may also demand limitation of its liability for failure to file an application, or to obtain regulatory approvals. Long stop date. Realistic approach to be taken when introducing a long stop date for satisfaction of conditions precedent. To consider a flexible mechanism to prolong a long stop date, for example, in case of delay in obtaining regulatory approvals. The period between signing and completion. Particular attention of the parties to the wording of ‘ordinary course of business’. It is important for a seller to be entitled to immediate actions in extraordinary ‘course of business’, if it is necessary for the business continuity. The parties may additionally agree on an action plan to prevent / overcome the pandemic’s impact on the target’s business. Specific issues in Due Diligence. A purchaser should thoroughly examine the following issues: (1) commercial contracts with suppliers / clients of the target (performance of the agreement by both parties, a right to unilaterally terminate the agreement, ‘force majeure’ provisions, liability for breach of the agreement), (2) structure and collectability of receivables, (3) sufficiency of working capital (including reserves) for operational activity, (4) compliance with regulatory restrictions due to COVID-19, (5) obtaining of any financial aid, or other state support, compliance with the terms and conditions of such support, (6) COVID-19 risks coverage by insurance policies of the target, (7) IT and data protection issues, due to transfer of employees / business to remote working, (8) labor law issues connected with effective restrictive measures, (9) compliance with financial covenants. Specific warranties / representations. Extension of warranties / representations in relation to commercial contracts with suppliers / clients of the target, in particular, relating to the absence of any delays, notifications of failure to perform the contracts, or unilateral termination of the contracts, with the reference to force majeure or other circumstances. Signing and completion. Considering available options for “virtual signing” of transaction documents. Completion procedure, where the physical presence of the parties (their representatives) may be required, should be discussed with the notary in advance (in case of sale of participatory interest in an LLC) or registrar / depositary (in case of sale of shares in a JSC). The official websites of regional notary chambers contain the details of the notaries on duty. Some registrars / depositaries are developing the possibility of remote opening of the account and remote consummation of operations with shares. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practice: Corporate and M&A Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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ALRUD Law Firm advised Mechel Group on the sale of 51% of the Elga coal project
ALRUD experts successfully represented the Mechel Group in the sale of its 51% participatory interest in the companies which operate the Elga coalfield project. Elga coalfield owns one of the world’s largest deposits of high-quality coking coal. Its estimated reserves are approx. 2.2 billion tons. The buyer of the assets is A-Property; the total value of the deal is 89 billion RUB. The transaction had a complex structure, as it involved a simultaneous sale of participatory interests in three Russian companies, restructuring of the companies’ existing indebtedness to the major creditors: top Russian banks – Gazprombank, VTB and VEB.RF, and discharge of existing encumbrances over the companies’ assets and participatory interests. ALRUD’s team was headed by partners Andrey Zharskiy (Head of Natural Resources, Energy and Infrastructure) and Alexander Zharskiy (Head of Corporate / M&A) and was supported by counsel Oleg Ezhov, associates Kristina Akalovich, Anna Derbak and Irina Cherdintseva.
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AIPN and ALRUD Law Firm hosted a seminar on application of the Strategic Investment Law to the oil and gas projects in Russia
The Association of International Petroleum Negotiators (AIPN) and ALRUD Law Firm held a seminar on urgent issues of applying the Law “On the procedure for making foreign investments in business entities, that are of strategic importance for ensuring the national defense and state security” to the transactions and projects in the Russia's oil and gas industry. Andrey Tsyganov, deputy head of FAS Russia, Vassily Rudomino, ALRUD Senior Partner, German Zakharov and Andrey Zharskiy, ALRUD partners, Ruslana Karimova, ALRUD Senior Associate, together with other representatives of the legal community and heads of legal services of major Russian and foreign oil and gas companies, took part in the seminar. During the seminar, Andrey Tsyganov spoke about the approaches of FAS Russia to analyzing the deals with foreign investments. The deputy head of the antimonopoly service explained the legal basis for reviewing the deals by FAS Russia, and commented in more detail on the mechanisms for control of foreign investment in strategic economic entities. He explained that the Strategic Investment Law sets certain restrictions upon foreign investors, liability and sanctions for non-compliance with the Law’s requirements, as well as the decision-making process related to the transactions’ review. Andrey Tsyganov also explained in more details the procedure for reviewing the filings by FAS Russia, and reported on the statistics of consideration of the applications in respect of strategic entities, which were submitted to FAS Russia from 2008 to date. In addition, the representative of FAS Russia dwelled, at length, on the oil and gas transactions reviewed by the Government Commission over the past 10 years. He also provided the statistics on the volume of foreign investment in production of fuel and energy natural resources in Russia. The deputy head of FAS Russia concluded his presentation with information about the planned release of the second, supplemented edition of the Commentary on the Strategic Investment Law. In the second part of the seminar, ALRUD experts and participants had a discussion on the most complex and controversial issues of the application of the strategic investment legislation faced by oil and gas companies, in their mergers and acquisitions, or in creating joint ventures in Russia, as well as ways to resolve a number of problematic issues in this area. In particular, the experts discussed the criteria for assigning the Russian entities to be classified as the ‘strategic’ ones, complex situations of emerging the foreign investors’ control rights in relation to the ‘subsoil strategic companies’, as well as procedural issues of information disclosure about beneficiaries of a foreign investor. It is very important for all AIPN members, and other business representatives, to understand the clear ‘rules of the game’ when planning the transactions in the oil and gas industry. Therefore, we are grateful to the antimonopoly service for its transparency and willingness to engage in direct dialogue with the business, even on the most difficult aspects of regulation, said German Zakharov, ALRUD Partner and the moderator of the session, after the seminar The intense interest of the oil and gas business to the topic of investments in strategic companies, demonstrates the need for further dialogue between the business and the regulator, and clarification of problematic issues that still often arise in practice, in the course of planning such deals. Having extensive experience in advising private and public investors on strategic investments (like China Gold, CEFC China Energy and others), ALRUD experts of Antitrust Practice and Energy, Natural Resources and Infrastructure Practice are ready to provide a full support to the clients on all complex issues of planning and receiving the clearance for the strategic investments in Russia.
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ALRUD experts have prepared a chapter about Russia for The ICLG to: Mining Laws and Regulations
The International Comparative Legal Guide published a comprehensive analysis of common issues in mining laws and regulations, including the mechanics of acquisition of rights, foreign ownership and indigenous requirements and restrictions, processing, beneficiation. The guide also covers relevant authorities, native title and land rights, health and safety, as well as taxes and royalties. Leading law firms from 28 world’s jurisdictions provided reviews for the ICLG. The review for Russia was prepared by ALRUD Energy, Natural Resources & Infrastructure experts – Andrey Zharskiy, Partner, and Timur Akhundov, Senior Associate. To read the full review, please click here. The International Comparative Legal Guides (ICLG) are the series of publications covering different practice areas, including legislative and practice review for the major countries of the world.
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Review of the Russian court practice regarding influence of the anti-Russian sanctions on contractual obligations
As you know, the first international economic sanctions against the Russian Federation were imposed in 2014, due to the situation in the Crimea. Since then, the EU and the USA have imposed a number of the anti-Russian sanctions, having a significant, consequent impact on the fulfillment of civil obligations in Russia. In light of the above, and due to the growing pressure of the anti-Russian sanctions, and the increasing number of the entities in respect of which new restrictions are being imposed, we present, for your attention, an overview of the legal positions of the Russian courts on the impact of the sanctions regime on the discharge of contractual obligations. Click here to learn more. We hope that the information provided herein will be useful for you. If you or any of your colleagues would like to receive our newsletters via e-mail, please fill in the 'Subscribe' form at the bottom of the page. Practices: Dispute Resolution Note: Please be aware that all information provided in this letter was taken from open sources. Neither ALRUD Law Firm, nor the author of this letter bear any liability for consequences of any decisions made in reliance upon this information.
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Chambers Europe, 2019 recommends Anrey Zharskiy in Energy & Natural Resources
Chambers Global, 2019 recommends Anrey Zharskiy in Energy & Natural Resources
The Legal 500 Europe, Middle East & Africa 2020 recommends Andrey Zharskiy as a leading individual in Energy and natural resources, PPP and infrastructure projects, Real estate and construction.
Best Lawyers, 2020 recommends Andrey Zharskiy in Corporate / M&A
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