Alexander Zharskiy

Alexander Zharskiy

Partner, Advocate, PhD in Law
Alexander Zharskiy

Chambers Europe

He’s a very competent lawyer in both English and Russian law. It’s not enough to have the technical knowledge, you need to be able to see the commercial picture of the negotiations and to weigh the client’s interests against the risks, and he’s one of the best at this

Biography
Recent work
Publications and Insights
Rankings and awards

Alexander Zharskiy is an ALRUD Partner, he heads Corporate and M&A Practice as well as Healthcare and Pharmaceutical Industry Group. Alexander leads the firm's corporate, corporate finance, mergers and acquisitions and private equity work. He has more than 20-years experience in in-bound and cross-border transaction in a variety of sectors, including agribusiness, retail, financial sector, telecommunication, media and technology, pharmaceuticals, natural resources and real estate.

Alexander is an officer of the IBA “Corporate and M&A Law” committee, he regularly speaks on corporate /M&A topics at Russian and international conferences.

Alexander holds a J.D. degree as well as an LLM degree from University of Manchester. Alexander started his legal career in 1998, joined ALRUD in 2004 and has been a partner since 2007. He is constantly recommended as a leading legal advisor on Corporate and M&A matters by Chambers Europe and Global, Legal 500, IFLR 1000, Who's Who Legal, Best Lawyers.

Clients praise Alexander for his professionalism, business focus and the ability to defend clients' best interests in complex matters.

Alexander Zharskiy is very good in negotiations. He is a good manager of big teams which are working on complex tasks. We always give him wide discretion for the negotiation of our position, and he is able to propose new ideas and solutions for atypical problems. Chambers Europe

VimpelCom

one of the four largest telecommunications companies in Russia, on the establishment of a joint venture with 4 federal operators-competitors, aiming at joint development and use of 5G radiofrequencies in Russia.

A client

on the acquisition of a share in Vostok Oil LLC – the biggest deal in Russia in 2020.

AliExpress

a leading e-commerce player in Russia, on several investment rounds in KazanExpress, a Kazan-based marketplace specialising in express delivery.

TJX Companies

the leading off-price apparel and home fashions retailer in the U.S. and worldwide, on the US$225m acquisition of a 25% stake in Familia, Russian low-cost clothing retailer.

Uber

in a deal establishing a joint business Yandex Taxi, Russia’s largest online taxi-booking services, with Yandex as well as the subsequent sale of part of the joint business (incl. Yandex.Food, Yandex.Shop, Yandex.Delivery, Self-Driving Group businesses) to Yandex for approximately US$1bn.

Komatsu Ltd.

on the acquisition of a majority stake in BOT Leasing Eurasia, a company providing leasing services with respect to machinery and equipment.

Аsna

a leader in the pharmacy retail market in Russia, to raise over RUB 1bn in equity investments from Gazprombank.

CEFC China Energy Company Limited

on the acquisition of 14.16% shares in the Russian oil company Rosneft.

A shareholder of Solopharm

one of the largest liquid dosage form plants in Russia, on the sale of a minority stake to a leading investment fund in Russia.

Elanco Animal Health Incorporated

on the acquisition of Bayer Animal Health business.

ERGO International AG

on the sale of ERGO Life Insurance Company to Rosgosstrakh and the sale of non-life business in Russia to RESO-Garantia.

Puma Energy

on a joint venture project with Renova group regarding construction of a fuel terminal at the airport.

UFC

in creation of a joint venture with RCIF and Mubadala, which will focus on the development and expansion of UFC’s (the largest MMA media promotion in the world) business in Russia and CIS.

Bayer AG

on the acquisition of Monsanto Company, a publicly-traded, American multinational agrochemical and agricultural biotechnology corporation.

A shareholder of Veropharm

one of the leading generic product producers in Russia, on the sale on shares to Abbott Laboratories for US$600m.

North Atlantic Drilling Ltd. and Seadrill Limited

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

Sberbank and AFK Sistema have acquired Nearmedic Group of Companies
ALRUD Law Firm acted as a legal counsel of Sberbank in relation to the acquisition of 50% of shares minus 1 share in JSC New Investment Holding, from AFK Sistema. This is a joint venture established to acquire the Nearmedic Group of Companies, which operates in pharmaceuticals industry, biotechnology, and medicine in Russia and Italy. The transaction involved the provision, by AFK Sistema and Sberbank, through its subsidiaries, of shareholder’s financing in equal parts to JSC New Investment Holding, totaling RUB 1.2bn, to repay a part of the debt of Nearmedic Group of Companies owed to Sberbank, and entering into option agreements, granting AFK Sistema the right to purchase, and Sberbank – the right to sell, Sberbank's shares in New Investment Holding, with simultaneous transfer to AFK Sistema of Sberbank’s rights of claim under the credit granted to Nearmedic Group of Companies, worth up to RUB 2.8bn. Nearmedic Group of Companies produces original medicines, develops, manufactures and sells diagnostic test systems and supplies laboratory equipment for medical laboratories. It has a high potential for growth with successful business restructuring and optimization of business. The ALRUD team that worked on the project, under the leadership of Alexander Zharskiy (Partner and Head of Corporate and M&A Practice), included specialists of Corporate Practice: Irina Cherdintseva, Attorney, Natella Kortiashvili, Junior Attorney, and Roman Shpuntenko, Paralegal.
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ALRUD confirms leading positions in the IFLR1000’s 31st 2021/22 edition
On August 25, 2021, international ranking agency IFLR1000 published the results of EMEA rankings that represent IFLR1000's 31st 2021/22 edition. The rating evaluates law firms in different areas. ALRUD law firm is again top ranked for M&A, Banking, Restructuring and Insolvency, Project Finance, PPP, Capital Markets: Debt and Equity, Project development: Mining and Energy. Individual nominations in IFLR1000: Alexander Zharskiy, Partner and Head of the Corporate and M&A Practice, and Anton Dzhuplin, Partner of the Corporate and M&A, Banking and Finance practices are “Highly regarded” in the rating. Sergey Petrachkov, Partner and Head of the Dispute Resolution and Restructuring/Insolvency Practices, and Magomed Gasanov, Partner of Dispute Resolution, Restructuring and Insolvency Practices, and Head of White Collar Crime, Compliance and Investigations are nominated in the category “Rising star partner”. Artur Chernykhov, Associate of the Dispute Resolution and Restructuring and Insolvency Practices, and Ekaterina Mayorova (Rogacheva), Associate of the Banking & Finance Practice, are mentioned as “Rising star” in the rating. Congratulations to the ALRUD team! IFLR 1000 is one of the leading international legal publications. The publication's specialists annually conduct market research around the world, on the basis of which they make a rating of the best practicing lawyers and law firms.
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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 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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Practical difficulties in holding annual and extraordinary general meetings of shareholders and the impact of COVID-19 coronavirus on corporate governance
Spring is a busy period in terms of corporate governance. It involves the computations, confirmations and conclusions related to the results of the previous financial year, when the following decisions are needed among others: Approval of annual reports and annual financial statements; Election of a new Board of Directors; Election of an internal Auditor and/or members of internal Audit Commission; Approval of company’s external auditor. To resolve these issues, it is necessary to convene a general meeting of participants or shareholders (hereinafter General Meeting of Shareholders (GMS)), or General Meeting of Participants (GMP), for whom the term, according to the general rule, expires on April 30th for limited liability companies (LLC) and on June 30th for joint-stock companies (JSC). As a general rule, the general meeting of shareholders has a right to consider the said issues, only within the framework of voting in person 1. In connection with the imposition of restrictive measures to combat the spread of coronavirus, many companies have faced difficulties in holding a physical meeting. For these reasons, the legislator and the regulator have taken a number of measures. On March 18th, 2020, the Federal Law No. 50-FZ2 ('Law') came into force (except for certain provisions). It introduced amendments to the organization of general shareholder meetings in joint-stock companies, in 2020. According to Article 2 of the Law, to reduce the number of activities involving large concentrations of people due to the spread of coronavirus infection COVID-19 from 18th March till the end of 2020, the GMS, which is scheduled to address the above issues, can be held in absentia. The decision to hold the meeting in absentia is taken by the Board of Directors (the Supervisory Board), and in its absence, the decision should be taken by the appropriate governing body, whose competence includes the issues of convening and holding shareholder meetings. If the Law does not provide any specific reference to the type of company, Article 2 applies to any joint-stock company, both public and non-public. Please note that the Law does not apply to other organizational and legal forms of legal entities, nor to other meetings (e.g., the annual meeting of owners of investment units of Closed-End Investment Funds), which are necessarily provided for by law. In addition to the Law, on April 3rd, the Central Bank of the Russian Federation issued clarifications3 stating that the in-person form of already-appointed GMS can be changed to an in-absentia form . The decision to change the form can be taken by the body that summoned the GMS. At the same time, the shareholders should be immediately informed about the change in the form of the meeting. Furthermore, on April 2nd, the Federation Council approved the bill 771509-74 that was previously adopted by the State Duma. According to the bill, the GMS and a similar annual meeting of participants of limited liability companies are allowed to be held on or before September 30th, 2020. In connection with the rescheduling, companies may postpone the general meeting until the crisis is over, or conditions improve. The bill also provides for easing corporate requirements for companies, in 2020, as follows: Reducing the value of net assets of a LLC, or a JSC, below the amount of share capital, by the end of 2020, does not entail an obligation to reduce the share capital, nor liquidate the company; Annual consolidated financial statements in 2020 are to be submitted within 180 days after the end of the reporting year, at the latest; A Public Joint-Stock Company can buy back their shares in 2020 under a simplified program, through a broker and at a market price. It is expected that the bill will be signed by the President in the near future, following which, its provisions will come into force. It should also be noted that, under the current regulation, a meeting, in the form of a joint presence, is also permitted to be held using information and communication technologies that enable remote participation in the meeting, discussion of the agenda and decision-making on issues put to vote5. This method can be chosen as an alternative to absentee voting. In this case, it is necessary to take into account the requirements for the procedure for confirmation of the fact of decision-making and the composition of shareholders present. Please note that, due to the fact that the legislator provides the opportunity to hold the GMS in absentia, or by remote voting, the failure to conduct the GMS within the time allowed by law, by reference to force majeure circumstances in the form of COVID-19, is not allowed and may lead to negative consequences, up to and including administrative liability. Despite the above-mentioned legislative and regulatory measures, the legislator has not yet proposed a so-lution to the issue regarding the procedure for holding GMS and GMP by personal attendance, which requires a notarial certification. At the moment, no remote notarial certification mechanism has been introduced ei-ther for deals or decisions of GMS/GMP and, if all participants/shareholders cannot gather in one place, al-ternative solutions should be sought. If you have any difficulty in holding a physical / in presence general meeting, including with the notary, AL-RUD lawyers will be happy to help you. We will closely monitor trends in court practice, statutory regulation, and promptly inform you about any changes taking place. 1 Paragraph 2 of Article 50 of the Federal Law of December 26, 1995 No. 208-FZ 'On Joint-Stock Companies'. 2 Federal Law of March 18, 2020 No. 50-FZ 'On the acquisition of ordinary shares of PAO Sberbank of Russia by the Govern-ment of the Russian Federation from the Central Bank of the Russian Federation, and invalidating certain provisions of the legislation of the Russian Federation'. 3 Information letter of the Central Bank of the Russian Federation on holding general meetings of shareholders in 2020 dated April 3, 2020 No. IN-06-28/48. 4 Draft law 771509-7: 'On amendments to certain legislation of the Russian Federation as it pertains to unification of the con-tent of annual reports of State corporations (companies), public companies, and to establishing the specifics of corporate relations regulation in 2020, and on suspension of provisions of certain legislation of the Russian Federation'. 5 Paragraph 11 of Article 49 of the Federal Law dated December 26, 1995 No. 208-FZ 'On Joint-stock Companies.' 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: 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 experts held a webinar on business set up in Russia
On February 4th, ALRUD Law Firm held a webinar 'Set Up Of Business In Russia: Top Milestones'. During the webinar, ALRUD Law Firm experts discussed different issues arising when setting up a business in Russia – shared key corporate and employment milestones of bringing business to Russia and explained formal legal requirements, from the first steps to starting active operation. Speakers on the webinar were Alexander Zharskiy, Partner, Head of Corporate / M&A, Margarita Egiazarova, Senior Associate, Labour and Employment practice, and Dmitry Pashkov, Associate, Corporate, Head of Registration department.
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ALRUD experts helped produce an article for "Kommersant"
Maxim Alekseyev, ALRUD Senior Partner, and Alexander Zharskiy, ALRUD Partner, helped produce an article for 'Ъ'. This article discusses the most important innovations in the tax sphere for 2018-2019. You can find out more about changes in the Russian law, the application of the Russian law to M&A transactions and other important trends, from the full text of the article.
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Best Lawyers, 2022 recommends Alexander in Corporate / M&A, Capital Markets Law, Insolvency and Reorganization Law and Real Estate.
Chambers Global, 2021 recommends Alexander in Corporate / M&A.
Chambers Europe, 2021 Chambers Europe, 2020 recommends Alexander in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2021 includes Alexander in Hall of Fame for Corporate / M&A, Banking and Finance; recommends in TMT.
Who’s Who Legal,Global Leaders Corporate Governance 2021 and Life Sciences - Transactional 2021 and M&A 2021 recommends Alexander as a leading practitioner.
Best Lawyers, 2021 recommends Alexander in Corporate / M&A, Capital Markets Law, Insolvency and Reorganization Law and Real Estate.
Chambers Global, 2020 recommends Alexander in Corporate / M&A.
Chambers Europe, 2020 recommends Alexander in Corporate / M&A.
The Legal 500 Europe, Middle East & Africa 2020 includes Alexander in Hall of Fame for Corporate / M&A, Banking and Finance; recommends in TMT.
Who`s Who Legal, 2019 recommends Alexander in Life Sciences: Transactional, Corporate: Merger & Acquisition, Corporate: Corporate Governance, Trade & Customs.
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