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3.3. M&A Transactions and Investment Projects in Russia in the Current Circumstances

May 28 2015
12:30 - 14:30
Hall VII

Track: 3. Corporate Practice/ International Trade/ Protection of Competition

Description

The roundtable discussion will address the following topics:

  • Russian and foreign perspective. M&A market in Russia and the CIS: intermediate results, risks and opportunities in the current situation;
  • Sanctions, oil prices and the depreciation of the ruble: impact on the market and M&A transactions;
  • Features of transactions involving Russian assets in 2015: the views of practicing lawyers from the EU, Asia and Russia;
  • Antitrust deals involving a Russian element - what is new?
  • Raising financing for M&A transactions in light of the crisis in the financial markets;
  • Legal aspects of transactions with state corporations and large financial and industrial groups;
  • Special situations – the lawyer’s view;
  • Recent legislative changes and M&A transactions’ structuring (i.e. amendments to the Civil Code, deoffshorisation etc.).

Moderator

Mikhail Kazantsev

Partner, Law Firm "Egorov Puginsky Afanasiev & Partners"


Biography

Education, scientific degree:

He graduated with honours from the Law School of St. Petersburg State University. He is also a graduate of Columbia Law School (James Kent Scholar).

Professional experience:

He has extensive experience in providing support for major transactions and investment projects, advising both Russian and international clients on deal structuring, performing legal due diligence, obtaining required regulatory clearances, participating in privatisation and advising corporate governance matters.

His track record includes:

  • Advising on the USD 3bn acquisition of a Russian oil company;
  • Advising BP on corporate governance issues;
  • Advising a Russian state-owned company regarding the acquisition of a stake in an oil pipeline consortium;
  • Acquisition of coal companies;
  • Advising Danone on the merger of its CIS assets with Unimilk creating a dairy company with annual sales of €1.5 billion. The transaction was recognised as the M&A Deal of the Year (2011) in Europe;
  • Support of the privatisation of a 10% state-owned shareholding in VTB Bank by way of private placement with a total value of USD 3.27bn;
  • Acting as Russian law counsel to METRO GROUP in its EUR 1.1bn sale of Real’s business in Eastern Europe to the retailer Groupe Auchan;
  • Advising Lagardere on the sale of European Media Group, an owner of some of the most popular radio stations in Russia, to a pool of private investors;
  • Representing UC RUSAL in restructuring of the group's debt portfolio (total debt of circa $16.8bn);
  • Advising one of the largest Russian automotive companies in its bid to acquire a car plant.

He has advised on a large number of investment projects in the oil and gas, metal, retail and high-technology industries. Before joining the Firm in 2005, he worked as head of legal departments at a number of organisations, including the St. Petersburg Customs Service. Prior to joining EPAM he worked in the Russian President’s Administration.

Professional interests:

  • Employment Law;
  • M&A and Corporate;
  • Privatisation, Procurement and Public Sector Assets.

Achievements, rewards:

He is a member of the Moscow Bar Association and is recommended as one of the leading experts on Russian law by such international ratings as Best Lawyers and Legal 500.

Speakers

Rupert Boswall

Chairman, Reynolds Porter Chamberlain LLP


Biography

Professional experience:

He was appointed Senior Partner from May 2014, a non-executive role, having spent many years as an active member of the firm's Partnership Executive.

As well as being Senior Partner, he is a commercial litigator acting on complex financial disputes particularly involving asset managers, hedge funds, financial institutions, and accountants. He is regularly involved in litigation relating to offshore entities, prime brokers, directors and officers, trustees, estates and administrators.

His particular focus on the offshore fund and trusts sector since 2001 has led him to be instructed in relation to many disputes arising from the credit crunch for institutions and individuals.

He lectures on commercial litigation issues in this field and is regularly quoted in the broadsheet press on financial disputes.

Relevant work:

Various disputes involving structured products, derivatives, asset allocation.

East European Stock Exchange market manipulation civil and regulatory proceedings.

Multi-jurisdictional £60m trusts dispute.

Investment Manager - £50m CDO-related litigation.

Breach of confidence claim - £78m dispute against Big Four accountancy firm.

AIM market maker - £16m claim re alleged market manipulation.

Hedge fund manager - $78m negligent advice claims.

Investment bank - multi-million tax restructuring dispute.

Thomson v Christie's - dispute over authenticity of 18th century Houghton Hall urns.

Achievements, rewards:

"Recommended" - The Legal 500, 2014 edition.

"Rupert Boswall...well regarded..." - The Legal 500, 2013 edition.

"Interviewees appreciate the high standard of Rupert Boswall's work, remarking on his substantial depth of knowledge in particular" - Chambers UK 2013.

"recommended" - The Legal 500, 2012 edition.

"possesses a wealth of technical expertise relating to hedge funds and asset management" - Chambers UK 2012 .

"particularly noted for his expertise on financial institutions" - Chambers UK 2012.

"won praise for his involvement in several fraud cases" - Chambers UK 2011.

"much admired for his work on finance-related negligence matters" - Chambers UK 2011.

"admired in the market" - Chambers UK 2010.

"Rupert Boswall is a dedicated and focused lawyer whose work in continental European matters was particularly highly praised." - Chambers UK 2009.

Piotr Marczewski

Managing Director, Thomson Reuters Russia & CIS


Biography

Education, academic degree:

Born in Lodz, Poland, he received a Master’s Degree in International Economics from Warsaw School of Economics and also studied at Bocconi University in Milan. He also holds a Community of European Management Schools (CEMS) Master’s Degree in International Management from Copenhagen Business School in Denmark.

Professional experience:

He is an experienced Fortune 500 global business leader whose career spans more than 15 years with Thomson Reuters. He possesses a strong knowledge of information technology and media markets due to his myriad roles in sales and marketing, customer service, business development and finance.

He has a proven track record of driving profitable growth across key business units in six different regions across Europe, the Middle East and Africa, Americas and Russia CIS.

Currently he is based in Moscow where he is Managing Director, Thomson Reuters Russia & CIS. His responsibilities include managing profitable short and long term growth of all the businesses including strategy definition and implementation, as well as balancing the external market environment, opportunities, risks, products and resources to optimize performance.

Prior to moving to Russia, he spent five years in operational leadership roles, most recently serving two years as Head of Business Planning and Operations, Americas, F&R, based in New York City. In 2009 he became Global Head of Business Planning and Operations, Global Sales and Customer Service, based in London.

Before moving into business operations, he worked in a myriad of front line sales jobs across Dubai, Africa and Europe that included Transactions Sales Specialist, Capital Markets, Business Development Manager and Head of Channel Marketing responsibilities.

Prior to joining Reuters he worked as a radio journalist in Poland – editing and presenting news and morning information review on Radio Free Europe.

Maria Miroshnikova

Partner, Law Firm "Ivanyan & Partners"


Biography

Education, academic degree:

2000 – 2003
St. Petersburg State University Law School
Ph.D. in Civil Law, Commercial law and International Private Law

1995 – 2000
St. Petersburg State University Law School
Diploma with honours

Professional experience:

Maria has extensive experience in representing large Russian and foreign investors in investment projects, Russian and international M&A and capital markets transactions. Maria is an expert in corporate law, joint ventures and corporate restructuring.

Maria assisted domestic and foreign clients on M&A transactions and corporate matters in energy & mining, trading & logistics, industrial & construction, automotive and mass media sectors.

Representative matters:

  • Represented a major international investment group having diverse interests in Russia and abroad in the energy & mining, oil & gas, trading & logistics and industrial & construction sectors as its core areas of business, and on such matters as establishing and restructuring joint ventures, exits from existing joint ventures, acquisition and sale of stakes, complex corporate restructurings, resolution of shareholders’ issues (including shareholders’ conflicts), renegotiation and amendment of existing shareholders’ agreements, complex corporate law matters, merger control issues, compliance with the law on foreign investments into sensitive industries, etc.
  • Advised the major shareholder in the merger deal creating the largest aluminum producer in Russia, and on corporate restructuring, the acquisition of a blocking stake in the largest Russian base metals producer, debt restructuring, an IPO on HKSE, and also on other complex corporate law matters.

Prior to joining Ivanyan & Partners, Maria had worked for several years as Head of the International M&A Group in a Russian national law firm and as a senior lawyer for M&A Practice of Moscow office in a large Nordic law firm.

Specialist area, professional interests:

  • Russian and international M&A and capital markets transactions
  • Investment projects
  • Corporate law, joint ventures, corporate restructuring

Achievements, rewards:

"Maria Miroshnikova receives consistent praise for her knowledge, hard work and dedication". Chambers and Partners, 2010

Publications, scientific works:

Global Legal Insights ‑ Mergers & Acquisitions 4th Edition; Chapter on Russia

Wenjing Tian

Partner, King & Wood Mallesons


Biography

Education, academic degree:

She graduated from the Normal University of Central China, where she obtained B.A. in Russian. She received her Juris Master from Peking University. She was admitted as Chinese lawyer in 1999.

Professional interests:

She specializes in international project contracting, technology licensing, technology import and export, IPR license agreement dispute resolution, bidding and tendering as well as international trade.

Professional experience:

In the area of overseas engineering project, she has provided legal services such as contract review, negotiations and contract claim for many international engineering projects, including Pakistan LUCKY cement plant project, Burma LPG project, Jamaica phase III water supply system reconstruction and expansion project, Thailand fluidized bed export project, Belarus film city turnkey project, Turkey and Pakistan locomotive export project, Uzbekistan railway electrification transformation project and etc. She is very familiar with the FIDIC contracts as well as the standard purchase bidding documents of the World Bank, the Asian Development Bank and the Japan JBIC. She has rich experience in drafting engineering project contract and equipment import and export contract. In the PRC Ministry of Railway’s high-speed railway technology introduction project, she has drafted four-electrical system integration construction turnkey contract for Beijing-Tianjin inter-city, Wuhan-Guangzhou, Zhengzhou-Xi’an and Guangzhou-Shenzhen-Xianggang high-speed rail as well as provide High-speed Railway Company legal advice for CHR construction turnkey contract template and CHR engineering turnkey contract template.

She has extensive experience in the area of international technology transfer, technology licensing and technology license agreement dispute resolution. Representing Chinese licensee, she has participated in more than one hundred project negotiations, contract drafting and review as well as international litigations and arbitrations. To name but a few, she represented the PRC Ministry of Railway in the negotiation of the high-speed railway technology introduction project. She also represented the State Nuclear Power Technology Corporation in the transaction of introducing the third generation nuclear technology (AP1000) to China. As the project manager and main writer, she organized and edited "Guide on International Technology Transfer", a book sponsored by the Ministry of Commerce, which has been widely used by the authorities and enterprises that are engaged in the international technology trade.

She joined King & Wood Mallesons in 2010. Prior to joining King & Wood Mallesons, she successively severed as a counsel, executive counsel, manager of Case Section as well as manager of Consulting Service Section of General Department of Legal Affairs of China General Technology (Group) Holding, Limited, who is one of the key enterprises under the supervision of State-owned Assets Supervision and Administration Commission of the State Council (SASAC).

Andrey Tsarikovskyi

State Secretary – Deputy Head of the Federal Antimonopoly Service of the Russian Federation


Biography

Born on 26 April, 1963 in Moscow.

Education, academic degree:

Graduated from Saint-Petersburg Engineer-Economy Academy, specialization economy and organization of engineering industry, honored qualification engineer-economist.

In 1995 he has became assistant to the Member of the Legislative Assembly of St. Petersburg. A year later, he was appointed as a Chief of Staff of the First Vice-Governor - Chairman of the Finance Committee of St. Petersburg City Administration. Under his guidance a set of law enforcement acts and administrative rules of Saint-Petersburg Administration in the sphere of state finance management were elaborated.

From 1999 till 2004 – Director of scientific-research programs, executive director of “EPICENTER –Saint- Petersburg Foundation”. Is a draftsman of several legislative initiatives at the State Duma of the Russian Federation in the sphere of economy, finance, taxes and antimonopoly policy.

Since 2004 – Deputy Head of the FAS Russia, since July 2006 till now – Stats-secretary – Deputy Head of the FAS Russia.

He is a member of Governmental Commission on legislative activity, Governmental Commission on Economic Development and Integration, Military-Industrial Commission under the Government of the Russian Federation.

He is the active participant of the FAS’s Russia international cooperation with foreign organizations and competition authorities in the sphere of antimonopoly policy, combating unfair competition, state regulation of natural monopolies and control over public procurement. He is also in charge for BRICS cooperation and International Competition Network.

He is the Head of the Supervisory Council of the Kazan Study Centre, professor of the department for control over state and municipal procurement faculty of the National Research University “Higher School of Economics”.

Achievements, rewards:

He is honored the Order of Friendship 2008, Honor Certificate of the Government of the Russian Federation 2012, the Order "For Merit to the Motherland" of the IV degree.

Publications, scientific degree:

He is an author of more than 30 scientific publications, including monographs, including 12 in the field of economics and budget policy.

Tatyana Udaltsova

Member of the Management Board, Bank of Moscow


Biography

Education, academic degree:

Higher education, in 1983 graduated from Moscow State Institute of International Relations with specialisation in International Law, in 1993 graduated from Columbia Law School (LL.M.).

Professional experience:

25.02.2009 – 10.01.2010 – OOO Otkritie financial corporation, counsellor, deputy director general.

11.01.2010 – 25.04.2011 – OOO Otkritie financial corporation, counsellor, senior vice president.

12.04.2011 – 25.04.2011 – ОАО Bank of Moscow, counsellor to the first vice president (concurrently).

26.04.2011 – 22.07.2012 – ОАО Bank of Moscow, vice president.

18.05.2011 – present time – ОАО Bank of Moscow, member of the board.

08.06.2011 – present time – ВМ Holding AG, member of the board of directors.

16.12.2011 – present time – Radikal Trests SIA, member of the board of directors.

Robin Wittering

Partner, Law Firm "Egorov Puginsky Afanasiev & Partners"


Biography

Education, academic degree:

He is dual qualified as a barrister and solicitor, and is a graduate of St John's College, Cambridge University.

Professional experience:

He is an English law qualified partner in the firm’s Moscow office, and has worked on deals and disputes in Russia and the CIS since 2003.

Prior to joining EPA&P, he was a partner at Herbert Smith.

Representative matters include acting for Sinopec on its groundbreaking USD 3.7bn acquisition of Udmurtneft, a Russian oil producer, from TNK-BP and the associated leveraged buyout and joint venture with Rosneft, and acting for the management of TNK-BP in the dispute between BP and Alfa Access Renova.

His time in Russia has been split between acting on cross-border mergers and acquisitions and joint ventures, corporate and shareholder disputes and special situations, and structuring and restructuring.

Achievements, rewards:

He is recommended by a number of reputable legal guides. In particular, IFLR1000 lists him among the best lawyers working in Russia. Clients say "he is efficient and understands the business concepts of what we are trying to achieve. His opinions are useful not only in a legal context but also for our business strategy, plus he doesn't waste our time". He is also recommended by a number of competitors, one of which says "he is very, very talented and very bright. Sometimes he's pushy and drives hard but he's one of the best", adding the English lawyer "has a very good knowledge of Russian related hurdles".

Chambers & Partners recommends him for M&A and Corporate, Energy and Private Equity. He is described by sources as "an extremely smart, impressive corporate lawyer, combining English legal training with top-end Russian experience". He is "particularly active in both cross-border and domestic corporate matters".

According to Chambers, he is also among the best Energy lawyers. He is "a dynamic force on this team". "This UK-qualified lawyer earns widespread respect from commentators and...provides clients with a cohesive cross-border service". In addition, peers recommend him as an expert "who combines private equity with corporate and capital markets expertise".

Practice areas:

  • International Arbitration and Litigation;
  • Litigation;
  • M&A and Corporate;
  • Private Client Services.

*This schedule may be subject to change