Andrey Nosikov

Lawyer
Russia, Moscow
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Experience: 10 years
Specialisation
Corporate Law
Investments
Resume
Professional summary
Corporate attorney with 9 years of legal post qualification experience. Engaged in providing legal support on Russian and International law aspects both in Russian and English languages. 

PhD in International and European law (2010 in MGIMO University). Thesis on Legal Regime of Natural Resources of the Seabed Area. 

LL.M in US law (Business Law Certificate) from BerkeleyLaw (Boalt Hall) University of California Berkeley (2012-2013). California Bar candidate.

Focus on Coporate, M&A, Private Equity, Restructuring,Commercial, Wealth management, Transactional work, International Law.

Specialties: Corporate law, M&A, Private Equity, Restructuring, Wealth management, Transactional work, Commercial law (contracts), International law, Oil and Gas, Natural Resources
Experience
Senior Legal Counsel
First Russian Recovery
2014 - Present
Restructuring work with focus on transactional support on English and Russian law issues.

Legal support to investment projects of the Fund (structuring, drafting, negotiations).

− Acting as a senior lawyer solely responsible for legal support of restructuring projects with a special focus on transactional work (including cross-border projects) and mostly engaged in transactional support with English law aspects involved;
− Practice reflects a good deal of both Russian and English law transactional experience, including mergers and acquisitions, joint ventures, corporate reorganizations and restructurings, and company representation matters since most of the restructuring work derived from the “bad debts” pool MDM Bank (Binbank);
− Primarily engaged in legal support to Irish funds created for managing the Bank’s debt portfolio – support included advising Irish administrators on restructuring plan legal details, providing legal opinions under Russian law, negotiating assignments of receivables from Bank;

Pivotal projects handled

− Advising funds on consolidation of the core assets of the leading PET manufacturing plant in Kaliningrad, planning exit strategy for recovery of losses incurred to the Bank by the former beneficial owner; drafting deed of indemnity covering Bank’s potential risks;
− Advising on the follow-up deal with potential US strategic investor in respect of the PET plants with option for sale, including transactional work (JVFA, Option, Supply agreements, Guarantee Deeds, completion - FAS);
− Advising fund on debt restructuring of a leading metal works manufacturing company in Siberia – structuring the deal, planning corporate control and governance issues in SPVs and subsidiaries, drafting transactional documents, negotiations with debtors;
− Advising fund on debt restructuring of a real estate holding company having a portfolio of malls located in St. Petersburg - structuring a deal, corporate governance planning, drafting transactional documents;
− Advising fund on a potential arbitration case filed by a beneficiary of the portfolio company (SPV holding a Russian online retailer of electronics).

Legal Counsel
UCF Investment Company
2013 - 2014
Legal support of the boutique investment firm engaged in day-to-day management of firm's affiard, including primarily coporate and private equity work. Structuring and managing (legally) media-for-equity funds set up by our firm.

− Responsible for the wide range of legal work inherent in PE funds;
− Legal support to the first Russian media-for-equity fund (investment strategy – finding growing companies interested in marketing opportunities, exchanging minority stakes in the target companies for the media inventory the fund gets from major advertising agencies and media buying companies);
− Providing day-to-day legal support to the general partner of the investment fund, including corporate law (US, Cyprus, Luxembourg, BVI and UK), commercial law (mostly agency and services under English law), tax structuring and asset management issues; negotiations with portfolio companies and potential investors;
− Structuring deals of the fund with target companies, planning exit strategy, working on tax aspects of the transactions, legal support of negotiations with investors re the strategic issues of legal proceedings in LCIA and foreign state courts.
− Drafting legal documentation – LOIs, and other types of preliminary both binding and non-binding documents, SPVs’ documents, transactional documentation (SHAs, SPAs), commercial contracts;
− Wealth management issues (structuring assets after cash-outs), working on the personal holding structures in BVI, Caymans, Guernsey, Jersey, Cyprus, Netherlands and Luxembourg.

Pivotal projects handled

− Advising our firm’s LP on cash-in transaction with a TOP-5 online retailer selling household supplies – responsible for all the transactional documentation preparation, negotiations with the majority shareholder re his exit strategy and cash-out planning;
− Structuring and negotiating a LBO of the laundry service company, drafting LoI and SHA, negotiations with a Bank re the financing structure of the deal;
− Structuring the deal on buying the minority stake in a large bottled water producer in Siberia and Urals region.
Senior Associate
Pepeliaev Group
2011 - 2013
Working in Coporate and Commercial practice. Corporate and M&A work, project managment, dealing with clients from various industries (Oil and Gas, Private Equity, FMCG), transactional work; contractual work; restructuring; business development.

− Advising Swedish leading pulp producer in its 1.6 Billion Euro tender offer to acquire European business of world’s leading paper, tissue, pulp manufacturing and packaging company. The work on the project included due diligence of Russian assets of the target company, drafting transactional documentation (SPA, SHA) for the Russian part of the deal, regulatory issues, completion process and post-closing arrangements;
− Advising either buyers and sellers in mid-sized M&A deals structured under Russian, English, French or US law;
− Advising Major International JV on various legal issues regarding construction and operation of the first phase of gas condensate field development in the Barents Sea; drafting and revising project documentation, including SHA, EPC contracts, service contracts; advising client on various regulatory issues (HSE, international law, maritime law, natural resources);
− Acting as a local counsel for the major French producer and distributor of eye lenses in acquisitions of the chain of Russian distributor – full transactional support;
− Numerous DD projects for major Russian banks, FMCG, telecom and production companies as targets while acting for investors;
− Advising major Russian oil transporting company on various complex issues related to risks of implementation PPP model for the modernization of their pipelines, regulatory risk assessment, full scope legal analysis presented in form of legal opinions and comfort letters (used by the client for negotiations with Ministry of Economic Development and Federal Service on Tariffs).
Associate in M&A/Commercial practice
Pepeliaev Group
2010 - 2011
Mid-level associate in M&A/Commercial practice
Associate
PricewaterhouseCoopers CIS Law Offices B.V.
2008 - 2010
CIS Law Offices B.V. is a law firm operating under PricewaterhouseCoopers network and is a part of Tax and Legal department of PwC Russia.

My primarily responsibilities included:

- transactional work (participating in cross-border transactions in relation with M&A deals, JV structuring and real estate)
within this work i'm engaged in:
- negotiations
- drafting transactonal documentation (SPAs, SHAs - both under Russian and English law, pledge and mortgage agreements as a collateral in the deal as well as any corporate documentation which may be necessary for the the purposes of the deal);
- drafting due diligence reports (both buy-side and sell-side) on corporate and real estate deals
- commercial consulting (advising retailers and telecom companies on competition law and on law on strategic investments)

− Leading Russian coal producer – advising on acquisition of 100% stake in leading Russian char coal producer by the major metallurgic factory, including drafting SPA and SHA under English law and negotiating transactional documentation; full legal support of the transaction including its closing and post-completion.
− Major Russian cargo company – advising on acquisition of the land plots in Krasnodar region and structuring the transaction including three jurisdictions, including due diligence on the land plots to be acquired under the deal; drafting the transactional documents including mortgage agreement, share pledge agreement and SPA under both Russian and English law.
− Mid-sized Russian bank – advising on acquisition of 100% stake in Russian bank by the major Turkish commercial bank, including full-scope due diligence review and legal support in drafting the transactional documentation.
− Major Russian utility works producer – full-scope pre-sale due diligence review of the group of companies, restructuring of the group of companies for the acquisition purposes.
− General commercial advising regarding certain aspect of antitrust law – advising Samsung on structuring sales operations in Russia with respect to the recommended prices practice and entry into force of Trade law; advising Syngenta Company in certain issues regarding licensing and other regulatory issues; advising Mazda LLC on certain antitrust and licensing issues.
− Advising on oil and gas issues for major Russian and international companies including Gazprom, Zarubezhneftegaz, Statoil etc.
Associate
Baker Botts LLP
2008 - 2008
− Leading European Investment Fund – advice on the acquisition of the Russian Alcohol group, a large Russian producer and retailer of alcoholic beverages operating in Russia and other CIS countries and holding rights to a portfolio of famous Russian/CIS alcohol brands;
− Major Hungarian hydrocarbon industry company – acquisition of the majority stake in the Russian limited liability company owning in the Western Siberia part of Russia the oil wells: conducted due diligence; advised on corporate and contract matters;
− One of the major Russian Investment banks – acquisition of the major stake in the subsidiary company owning the gold mines in the Far East of Russia: conducted due diligence; advised on corporate and contract matters;
− Major French hydrocarbon investment company – acquisition of the new field in Khanty-Mansiyskiy region: conducted due diligence; advised on corporate and contract matters (including the contracts related to the mining, geological research and others);
− Major Russian Airline Company – legal issues regarding the pledge matters in respect of the aircrafts (Super jets 100).
Associate
Monastyrsky, Zyuba, Stepanov and Partners Barristers-at-law (MZS and Partners)
2006 - 2008
− Major Russian pharmaceutical producer - advised on acquisition of the company by the German pharmaceutical producer: conducted due diligence; advised on corporate and contract matters.
− One of the biggest natural gas producers – advising on selling the stake in the Company: conducted due diligence; advised on corporate and contract matters.
− Advising the major Swedish motor vehicle producers on setting up their presence and business in the Russia – in special economic zones of Tatarstan.
− A number of litigation disputes in respect of the minority shareholders rights’ protection, disputing the enforceability of the shareholders agreements – representation in the Arbitrazh courts, general jurisdiction courts.
− Legal researches in different areas of law and various legal issues.
− Translation of the legal documents, legal drafting in English and German.
Research Fellow
Organization for Security and Cooperation in Europe Parliamentary Assembly
2005 - 2006
I was primarily involved in day-to-day legal support of Secretariat of the OSCE PA.
Education
Moscow University of International Affaires (MGIMO)
Ph.D in the international public law.
2006 - 2009
Moscow University of International Affaires (MGIMO)
Bachelor's degree, International law
2001 - 2006

Bachelor degree (cum laude) and Specialist degree (cum
laude) in international public law.



University of California, Berkeley - School of Law
Master of Laws (LLM), Law
2001 - 2006

LL.M. in US law, I was awarded also Business
Certificate since my electives in master’s program were arranged in a way to
focus more on M&A, Securities Regulation, Business Associations, Foreign
Investment and Antitrust law. California Bar candidate (expected 2016).



Services
M&A transactions
private equity
Languages
Russian
Native or bilingual proficiency
English
Professional working proficiency
German
Professional working proficiency
Reviews
Shipra Das  
Nice Lawyer
29.04.2016