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Natalya V. Morozova
Natalya V. Morozova
Experience | Education | Recognition | Activities | Publications
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Biography
Natalya joined Vinson & Elkins in 1991 when the firm opened its Moscow office, and became a partner in 2000. She has extensive experience in, and has worked on, a significant number of complex international mergers and acquisitions, private equity investments, securities, and general corporate practice and other corporate and project development transactions with the principal focus on the energy/natural resources sector. Her practice has involved many of the high-profile issues shaping Russia’s corporate environment in recent years including protection of minority shareholders, creating joint ventures and structuring corporate relationships between Russian and non-Russian shareholders. She is recognized as an expert in corporate and commercial law, corporate and M&A in European Legal Experts for the past consecutive seven years and is rated in the energy and natural resources sector in The Legal 500 for Europe in 2006 and 2008.
Natalya is the Managing Partner of the Moscow office.
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Representative Experience
Corporate, Mergers and Acquisitions, Private Equity
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- Represented a foreign investment company in connection with a subsoil exploration project in Russia; the work included formation of a Russian vehicle, to participate in a tender for a subsoil exploration license and has to qualify under certain requirements pursuant to the tender terms, development of a complex corporate structure, preparation and negotiation of a shareholders agreement
- Represented NOVATEK, the largest independent gas producer in the Russian Federation on the formation of a 51/49 joint venture, the holder of the license to develop Termokarstovoye, a large gas and condensate field in northern Russia, to Total, a French major oil and gas company; the transaction involved the negotiation of joint venture arrangements for the subsequent development of the field; overall investment in the project is estimated at around $1 billion
- Represented NOVATEK OAO on the US$650 million purchase of a 51 percent stake in Yamal LNG, the holder of the subsoil license to South-Tambeyskoye gas field in northern Russia, one of the world's largest gas fields. The shares have been acquired from three structures affiliated with the Volga Resources fund
Energy and Natural Resources
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- Represented investors in the development of an integrated greenfield LNG project in Russia
- Represented Oman Oil Company in connection with the sale to the Russian government of a 7% equity interest in the Caspian Pipeline Consortium for a reported price of US$700 million
- Represented an investment company in an intended sale of a Russian holder of the license to a large oil/gas condensate field in Yamalo-Nenets Autonomous District organized by Goldman Sachs via a private auction. The work included negotiation of NDOs and preparation on confidential information memorandum
Finance
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- Represented a major Russian public energy company in a syndicated unsecured term loan
- Represented an international fashion house in connection with the agreement on the pledge of exclusive rights to trademarks registered internationally and protected in Russia according to the Madrid system, one of the first transactions of this type in Russia
- Represented an affiliate of the large Russian oil and gas company in proposed syndicated multi-billion financing of intended acquisition of certain assets of Yukos, a major Russian oil and natural gas company at one of the series of auctions organized within this company's bankruptcy proceedings, with the obligations of the borrower to be guaranteed by the parent, its major producing subsidiaries and the subsidiary trading company, and the credit facility to be secured, in part, by a pledge over the shares to be sold during the auction
Capital Markets
- Represented a large U.S. investment bank in the proposed offering of senior secured notes and warrants to purchase ordinary shares in the UK holding company listed on the AIM market of the London Stock Exchange with the assets based mainly in the Timan-Pechora region of northeast European Russia
- Represented NOVATEK, the largest independent natural gas producer in the Russian Federation and the second-largest producer of natural gas in Russia and one of its major shareholders in connection with the listing of GDRs on the London Stock Exchange; the shares underlying the GDRs were owned by one of the major shareholders, which raised funds in excess of $950 million
- Represented a major Russian company in an intended Eurobonds offering pursuant to Rule 144A and Regulation S
Prior results do not guarantee a similar outcome.
Education and Professional Background
- Moscow State Law Academy (formerly: All-Union Law Institute), J.D., 1988; post-graduate work in private international law, 1989 - 1990
- The University of Houston Law Center, LL.M., 1997
- The Moscow State Pedagogical Institute of Foreign Languages with a certificate as a teacher of the English language, 1982
- Admitted to practice: Russian Federation, 1988
Professional Recognition
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- Chambers Global - Energy & Natural Resources: (Russia)"Leader in the Field", 2010
- European Legal Expert in corporate and commercial law, corporate and M&A, 2010; and project finance/energy, 2010
- The Best Lawyers in America® in Russian corporate, 2008-2009
Activities and Affiliations
- Arbitrator: Arbitrage at the Moscow Chamber of Commerce and Industry (The Arbitrage at the Moscow Chamber of the Commerce and Industry (MTPP) was founded in 1993 as an international commercial arbitration institution primarily resolving disputes between Russian entities and their foreign counter-parts)
Publications and Presentations
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- "Shareholders' Agreements in Russian Corporate Law," Mergers, Acquisitions & Joint Ventures 2010 Digital Guide, May 2010
- Presentation "Anti-Corruption Due Diligence on Merger & Acquisition Targets and Joint Venture Partners," 2nd Russia and CIS Summit on Anti-Corruption, March 2010
- "Russian Law on Limited Liability Companies: Summary of Recent Changes," Financier Worldwide Magazine: 2009 International Mergers & Acquisitions, October 2009 (co-author)
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Full Biography
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Capital Plaza
4th Lesnoy Pereulok, 4
4th Floor
125047 Moscow Russia
Tel +7.495.544.5800
Fax +7.495.544.5801
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