Overview | Representative Experience | Corporate, Mergers and Acquisitions, Private Equity | Energy and Natural Resources | Finance | Capital Markets | Non-Oil and Gas Projects | Dispute Resolution

Overview
Vinson & Elkins has represented the interests of clients doing business in the former Soviet Union since the early 1970s. V&E's Russia/CIS practice group is comprised of American and Russian lawyers who are fluent in both English and Russian.

The members of the Russia/CIS practice group have experience in all types of business transactions in Russia, Turkmenistan, Uzbekistan, Kazakhstan, Azerbaijan, and other republics of the former Soviet Union including planning, negotiation, documentation, registration, implementation, and operation. We have negotiated and documented transactions involving production, trading, and other joint venture companies; major construction and services agreements; project financings; and other business transactions in these countries. In addition, we regularly advise clients on various facets of their operations in Russia and elsewhere including matters relating to energy, privatization, commercial and consumer products, telecommunications, real estate, banking, finance, and capital markets.

V&E's Moscow office was established in 1991 and was one of the first offices of multinational law firms to be opened in the former Soviet Union.

• 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 US$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
• Represented Oman Oil Company in connection with the sale to the Russian government of a 7 percent equity interest in the Caspian Pipeline Consortium for a reported price of US$700 million
• Represented Oman Oil Company in connection with its US$1.2 billion acquisition of an 8 percent strategic equity interest in MOL Hungarian Oil & Gas in exchange for a package of upstream and pipeline assets in Russia and Kazakhstan
• Represented a Russian oil and gas services company in connection with its joint venture with Schlumberger Inc. involving both parties' Russian and CIS seismic activities
• Represented Lime Rock Partners, a U.S. private equity group, on the proposed significant investment in the Russian oil and gas sector
• Represented a U.S. oil company in connection with its 50/50 oil developing joint venture with Tatneft and the  structured sale of the 50 percent interest in this Russian joint venture to Tatneft
• Represented the main shareholders of NOVATEK, the largest Russian independent gas producer in connection with their sale to an affiliate of Gazprom of a 19.4 percent equity stake in the company
• Represented a majority shareholder in a large Russian oil and gas producer in the US$1 billion plus sale of a 5 percent plus block of shares to a Luxembourg securitization company in the transaction arranged and financed by Deutsche Bank AG
• Represented Occidental Petroleum Corporation, a U.S. oil company in connection with the sale to TNK-BP of a 50 percent interest in joint venture company Vanyoganneft for US$485 million
• Represented Russian oil and gas services group Integra Group in connection with the US$54 million acquisition of NKRS, a Russian well workover company
• Represented a Russian investment company in connection with the sale of three subsidiaries holding oil and gas exploration licenses in the Tyumen region of Russia to Sibir Energy Plc, a company listed on the Alternative Investment Market of the London Stock Exchange
• Represented a majority shareholder of a Russian gas company in connection with a proposed sale of a blocking stake to a major French oil and gas company for approximately US$900 million
• Represented a major Nordic energy company in the purchase of large block of shares in the Russian St. Petersburg – based regional electricity generation and distribution company in an US$847 million exchange of electricity generation and distribution companies and assets in Germany, Ireland, Norway, Russia, and Sweden with a major German energy company

• Representing a Russian gas producer in connection with the early-stage development of a liquefied natural gas project in the Yamal Peninsular in northern Russia
• 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
• Represented a US investor in connection with multi-million acquisition and management of two Russian oil companies holding subsoil licenses and engaged in oil and gas exploration and production activities in the Perm Region and Komi Republic
• Represented a number of Chinese oil and gas companies (including Sinopec, China ZhenHua Oil and China National Petroleum Company) in connection with acquisitions and potential acquisitions in the oil and gas sector in Russia and Kazakhstan
• Represented a bidder in the potential acquisition of oil company OOO Buguruslanneft, a subsidiary of TNK-BP
• Represented a wholly owned subsidiary of a major petroleum company in connection with the intended acquisition of a blocking interest in East Siberian Oil company (VSNK) structured as an acquisition of two offshore companies which own 100 percent in a holding company which, in its turn, owns minority interest in VSNK. VSNK held the license to one of the major fields located in the East Siberia
• Represented a bidder in the US$4 billion sale of PetroKazakhstan Inc., then a listed company with interests in Kazakhstan
• Represented a portfolio company in its US$129 million purchase of the surface well-testing business of Halliburton Energy Services, Inc., in multiple jurisdictions, including Russia and Kazakhstan
• Represented an international energy company in its acquisition of a drilling rig and the formation of a drilling company to drill in the Caspian Sea

• 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
• Represented an energy company in connection with the proposed purchase of LNG from the Sakhalin II project
• Represented a Nordic/Russian joint venture in the implementation of a project involving the construction and operation of a new gas transportation route between Russia and Europe
• Represented affiliates of a national oil company in two syndicated loan facilities totaling US$1.0 billion to finance investments in offshore oil and gas fields in the Caspian Sea (one of which was the Project Finance magazine “European Oil & Gas Deal of the Year” 2006)
• Represented Fortum in connection with the US$200 million project finance transaction (total project cost US$360 million) to develop the South Shapkinskoye oilfield in the Komi Republic of the Russian Federation. This transaction was named a “European Oil & Gas Deal of the Year” by Project Finance, and was the first time that project support came 50 percent from a foreign partner and 50 percent from a Russian company
• Represented Overseas Private Investment Corporation and European Bank for Reconstruction and Development in connection with the US$80 million project financing in Russia for Chernogorskoye, a joint venture company between a U.S. independent oil company and a Russian company, Chernogorneft

• 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 US$950 million
• Represented a major Russian company in an intended Eurobonds offering pursuant to Rule 144A and Regulation S

• Represented a purchaser of the shares in an offshore company owning the entire participation interest in a Russian-based company holding the rights and documentation for a major construction site in Moscow
• Represented a private investor in the acquisition, reconstruction, development, and leasing of an office complex in central Moscow
• Represented sellers of a significant interest in the mid-priced restaurant chain that serves Russian national cuisine to a private equity fund affiliated with a major Russian industrial and financial group
• Represented a publicly listed energy company in the purchase of large block of shares in a St. Petersburg-based regional electricity generation and distribution company in an US$847 million exchange of electricity generation and distribution companies and assets in Germany, Ireland, Norway, Russia, and Sweden with EON
• Represented a major U.S. compressor equipment manufacturer in drafting and negotiating with Gazprom a US$25 million agreement for construction of a compressor station in northwest Russia
• Represented one of the largest alcohol distributors in an intended acquisition of a well-known Russian vodka brand

• Represented a European oil and gas investor in right of first offer dispute with former Soviet republic state oil company before UNCITRAL tribunal in Stockholm
• Represented a European oil and gas company in connection with a production rights dispute involving an Azerbaijan oil field
• Represented a global E&P company in litigation arising from the construction of the Island D Facility in the Kashagan field in Kazakhstan 
• Represented a Middle Eastern sovereign and its state oil company in a dispute in Central Asia with two other former Soviet republics and a private company over a contract to build and operate an oil pipeline
• Represented a Strategized, researched, and drafted sections of appellate briefs in Fifth Circuit Court of Appeals for Central Asian State and state-owned company on issue whether nonsignatory state can be bound to arbitrate as alter ego of state-owned company that signed joint-venture contract to upgrade production of Central Asian oil and gas fields
• Represented an Ecuadorian engineering company and a Cayman Island oil trading company in an ad hoc arbitration in London under the UNCITRAL Rules against a Russian refinery for breach of an engineering, procurement, and construction contract for installation of a process for the production of high-octane, unleaded gasoline, which involved counterclaims of fraud and non-compliance with Russian currency laws