Andrew A. Pidgirsky

Partner, International Practice Team Leader
Andrew A. Pidgirsky joined Adams and Reese in 2001 and is a Partner in the firm’s Transactions and Corporate Advisory Practice Group in the Houston office.
Andrew has been practicing law since 1990 and has extensive experience in the areas of energy, technology and international law. His clients include public corporations, international companies and start-up enterprises. Andrew has represented United States companies on legal matters in over 30 foreign jurisdictions. Andrew is a frequent lecturer and author, and is an active member of several industry associations.
Andrew has counselled clients in the following areas:
Mergers and Acquisitions / Corporate
§  United States and cross border mergers, acquisitions, dispositions, restructuring, and reincorporations involving oil and gas companies, service companies, refineries, shipyards, auto companies, telecommunications providers, steel and equipment manufacturers, business forms publishers, health care providers, franchises, banks and biotech companies.
§  Outside general counsel to several United States and foreign companies.
International
§  Assisted companies with cross-border transactions, privatizations, joint-ventures, exploration of hydrocarbons, sales, services, distribution, global project development, finance and investment, and international trade issues.
§  Drafted and negotiated joint operating, production sharing, transportation, management, service, distribution, construction, supply, swaps and derivatives, and sales contracts and international financing documentation.
Securities
Represented United States and foreign issuers in connection with their initial and secondary public offerings, private placements, SEC disclosure, reporting and compliance.
Compliance
Assisted companies with foreign investment compliance, OFAC, CFIUS, Sarbanes-Oxley issues, export/import regulations, risk management and FCPA, OFAC and anti-trust investigations.
Technology
Negotiated and drafted complex intellectual property, telecommunications and technology agreements; including software licenses, software development, ASP, purchase, tariffs, service and B2B membership agreements; represented the international interexchange providers on regulatory matters with FCC and PUC's.
Andrew’s recent transactional representation includes:
§  Chinese public oil and gas drilling company in a $100 million drilling project in Brazil.
§  Chinese public oil and gas drilling company in a $120 million drilling project in Mexico.
§  Japanese public oil and gas exploration and production company in a $1.5 billion oil and gas acquisition in the Gulf of Mexico.
§  NYSE exploration and production company in connection with $450 million 144A offering of high yield notes.
§  Israeli public company in the $200 million acquisition of a refinery in the United States.
§  United States public company in connection with a refinery sale in the United States.
§  United States exploration and production company in sale of its significant oil and gas assets in Kazakhstan.
§  NYSE exploration and production public company in connection with the $1.3 billion financing of its oil and gas acquisitions.
§  Largest Peruvian independent exploration and production company in connection with its international restructuring and compliance.
§  German energy company in connection with the financing and the acquisition of its coal assets in Australia.
§  United States shipbuilder in connection with the sale of a shipyard and set up of its operations in Mexico and Romania.
§  NASDAQ business forms publisher in connection with the sale of all assets.
§  NYSE telecommunications provider in a $1 billion merger.
§  NASDAQ bank in a $50 million public merger.
§  Ukrainian companies in connection with their privatization in Ukraine.
§  NYSE gaming company in connection with a $124 million senior debt offering and a $54 million merger.
§  AMEX exploration and production company in connection with a $155 million IPO.
Speeches and Presentations
§  Coffee with the Consuls: Doing Business with Russia, Greater Houston Partnership, Panelist, Houston, Texas, May 16, 2013
§  Offshore Technology Conference: Procurement Seminar and Industry Briefing: Oil and Gas Opportunities in Russia and Kazakhstan, OTC jointly with U.S. Commercial Service and US-Russia Chamber of Commerce, Panel Speaker and Moderator, Houston, Texas, May 8, 2013
§  Managing International Sales Orders, Export University, October 2012
§  FCPA Requirements, Export University, August 2012
§  International Contracts, Export University, February 2012
§  Direct and In-Direct Taxes on Oil & Gas in the U.S.A., Joint Chinese Ministry of Finance and Sinopec Seminar, December 2011
§  Guest Commentator, Business and Legal Issues For The Vietnamese Investors in the U.S.A., Vietnamese American Network Television, VAN-TV 55.2, November 2011
§  Enforcement of Foreign Judgements and Arbitral Awards in the U.S.A., 34th Annual Conference of Ukrainian American Bar Association, Cancun, Mexico, November 2011
§  Recent Changes in Russian Legislation: Risks and Opportunities of Doing Business in Russia, U.S.-Russia Chamber of Commerce Conference, September 2010 
§  International Representatives and Distributors: Find Them, Sign Them and Enhance Their Performance – Legal Consideration, U.S. Commercial Service National Webinar, July 2009
§  Legal and Business Considerations For International Investments in Houston, Houston MIADC Trade Mission (jointly with Greater Houston Partnership, U.S. Commercial Service and International Chamber of Commerce), Milan, Hamburg, Rotterdam, June 2009
§  Russia: Expanding Your Business in a Challenging Economic Environment, U.S. Commercial Service and International Trade Center Conference, February and May 2009
§  Legal Aspects of International Expansion and International Compliance, Houston Export Academy, Instructor, 2008 - 2010
§  Foreign Corrupt Practices Act, Tatum CFO In-house Meeting, October, 2008
§  Legal Considerations for International Investments in U.S.A., Offshore Technology Conference, May 2008 and 2009
§  Foreign Corrupt Practices Act: Overview and Developments, International Business and Logistics Conference, April 2008
§  Doing Business in Russia: Legal and Business Considerations, Texas District Export Council, March 2008
§  Guest Commentator, Legal Reforms in Ukraine, Voice of America, Washington, DC, September 22, 2007
§  GATT/WTO: Framework, Dispute Resolution and China’s WTO Compliance, Sinopec Management Seminar, February 2007
§  "Going Public": Should U.S. Companies Consider AIM Market?, International Law Conference, November 2006
§  Regulation of Foreign Investment in the U.S.A., China Business Council, March 2006
§  Exploring New Frontiers: Navigating the Russian Market, The Consular Forum and Greater Houston Partnership Conference, October 2005
§  Public Shell and Reverse Merger in the Current Regulatory Environment, 28th Annual Conference of Ukrainian American Bar Association, September 2005
§  Update on Legislative, Regulatory and Case Law Developments in the International Business Transactions, Dallas Bar Association, October 1998
Articles
§  Overseas Growth Powers Local Law, Accounting Business, Houston Business Journal, November 9, 2012
§  Treasury Department Issues Final Regulations on CFIUS and Further Defines "Covered Transaction" and Other Terms, Adams and Reese Client Alert, January 2009
§  Foreign Investment and National Security Act of 2007, Adams and Reese Client Alert, August 2007
Andrew’s Recent Litigation Representation Includes:
§  United States and Thai companies in breach of contract claims against major U.S. government contractors in connection with the supply of radar systems to the Thai Air Force.
§  Chinese investors in connection with the production sharing agreement dispute in the Republic of Georgia.
§  International logistics company in connection with the breach of a supply contract in Mexico.
§  Personnel services company in connection with breach of fiduciary duties claims in the United States.