Overview

Vera de Gyarfas is a partner in Mayer Brown's Houston office and a member of the Oil & Gas industry group. She focuses her practice on transactions involving energy projects in Latin America and Africa. Vera represents companies engaged in all kinds of energy projects, handling negotiations of host government agreements as well as commercial agreements among companies in English, Spanish and Portuguese.

Vera represents companies in upstream exploration and production, LNG and other natural gas projects under all types of host government agreements, including production sharing agreements, concessions/licenses, and operating services agreements. She also advises companies with respect to power projects, generation, transmission and distribution facilities, and advises petrochemical companies in developing specialized plants.

Vera was recognized as a 2016 Women in Energy Honoree by Texas Lawyer, she is ranked in the Legal 500 2018 Powerlist as an expert in Mexico's energy sector and is ranked in Chambers Global 2018 for Energy and Natural Resources as an expert in the US for Venezuela. She was also recommended in Legal 500 Latin America 2019, and listed as a leading practitioner in the International Who’s Who of Oil and Gas Lawyers 2019.

Vera is fluent in Spanish, English and Portuguese and is a frequent author and speaker on energy topics.

Spoken Languages

  • English
  • Portuguese
  • Spanish

Experience

LNG

  • Represented Anadarko as Operator of the Area 1 Block in Mozambique in the development of an LNG project in Mozambique focusing on the negotiation and drafting of the investment agreement, enabling legislation, and ancillary agreements, including concession agreements for the LNG marine terminal facilities. The initial first-phase investment is US$ 20 billion. The work involved: (i) land rights – discussion and negotiation of the structure to hold the land through a company jointly owned by Area 1 and Area 4 operators; (ii) drafting and negotiation of all the commercial contracts that supported the financing of the Moz LNG project including the amendment to the existing PSC, commitment agreements, funding agreement and agreements for the sale of natural gas to the domestic market; (iii) drafting and negotiation of agreements for the shared use of facilities between Area 1 and Area 4; (iv) drafting and negotiation of certain LNG SPAs; (v) and (vi) the preparation of numerous memos and presentations addressing specific legal and commercials issues, stabilization issues, communications with the Government and liaising with local counsel to address Mozambican law issues.
  • Represented Golar Power in the development of the Barcarena LNG to Power project in Brazil. The work involves the negotiation of LNG sale and purchase agreement for the supply of feedgas.
  • Represented MPL in the development of an LNG project in Puerto Libertad in Mexico, the work involved the negotiation of a natural gas supply agreement with CFE International (Mexico’s state owned utility) and structuring of the project.
  • Represented a Buyer with respect to an LNG SPA with Cheniere.  The work involved the negotiation of the LNG SPA and analysis of regulatory implications of sale to non-FTA destination.
  • Represented a Korean investor with respect to its potential participation in a second wave US LNG export project.  The work involved the analysis of project structure, investment agreement, LNG supply agreement, and potential financing requirements.
  • Represented a US company with respect to potential participation in second wave US LNG export project.  The work involved the analysis of the investment structure, corporate and governance implications.
  • Represented a developer with respect to EPC contracts for the construction of a US LNG export project. The work involved the revision of EPC contracts to address changes in scope of the project and review of agreed prices due to delays.
  • Represented Statoil/Equinor in the structuring and negotiation of an LNG export project in Tanzania. The work involved the analysis of the PSCs, the structuring of the host government investment agreement and negotiations with holders of other blocks.
  • Represented a Canadian company in the negotiation of an LNG SPA with a Buyer in relation to the Caribbean FLNG in Colombia.  The work involved the structuring, local law issues, drafting and negotiation of the LNG SPA.
  • Represented a US Company in the drafting and negotiation of a shared facilities agreement in Equatorial Guinea covering operations of the LNG plant, a methanol plant and other facilities.
  • Represented a Dominican Republic company in the development of an LNG import terminal in the Dominican Republic.
  • Represented Woodfibre in the drafting and negotiation of an LNG Sales and Purchase Agreement.
  • Represented a Japanese company in the analysis and evaluation of the potential acquisition of an LNG to power project in Panama.
  • Represented Gas Sayago (a company organized by ANCAP and UTE) in the development of a regasification terminal, drafting and negotiation of LNG SPAs.
  • Represented Petrobras in its participation in an offshore natural gas project (LNG) with PDVSA, including the negotiation of the terms and conditions of association.
  • Represented Shell in its participation in an offshore natural gas project (LNG) with PDVSA Gas. This representation included analysis of the constitution and regulations as well as drafting of the proposed association agreement.

E&P

  • Represents a US company in the development of midstream contracts for the transport and processing of hydrocarbons from a block offshore Mexico.
  • Represents a US company in the organization of a fund to acquire and operate oil and gas assets in Venezuela.
  • Represented Mitsui in the negotiation of a joint operating agreement with Eni and Tecpetrol to operate an offshore exploration license in Argentina.
  • Represented Chevron in the negotiation of a non-associated natural gas unitization unit and operating agreement of a trans-border straddling reservoir between Venezuela and Trinidad & Tobago.
  • Represented Sierra Oil & Gas in the sale of the entity to DEA. Sierra held 6 blocks in Mexico and the transaction was the first major M&A upstream transaction after the Mexico Energy Reform. The transaction was awarded AIPN’s deal of the year in 2019.
  • Represented PetroRio in its acquisition of interest from Chevron in the Frade field in Brazil.
  • Represented Statoil in the negotiation of a non-associated natural gas unitization and unit operating agreement of a trans-border straddling reservoir between Venezuela and Trinidad & Tobago.
  • Represented Sierra Oil & Gas in the negotiation of six joint operation agreements for offshore blocks awarded in the Mexican offshore tenders with Repsol, Petronas and Murphy Oil as operators.
  • Represented Sierra Oil & Gas and Talos Energy in the farmout of a portion of their percentage interest in Block 2 in Mexico to an affiliate of Panamerican Energy.
  • Represented WoodMac in the development of a benchmark study comparing upstream crude and natural gas Mexican and US contracts.
  • Represented a Japanese company in the analysis for the potential acquisition of upstream interests in Vaca Muerta, Argentina.
  • Represented a French company in the projected acquisition of a minority participation in a Venezuelan mixed company with PDVSA.
  • Represented Phillips Petroleum in the negotiation, drafting, translation and implementation of the Hamaca Association Agreement with the Venezuelan National Oil Company — Petróleos de Venezuela, S.A. (PDVSA) for the establishment of an extra heavy crude oil project which included production of extra heavy crude oil and upgrading facilities. The representation also included acting for the project on the US$3.5 billion financing. The work also involved the implementation of local guarantees, the negotiation, drafting and implementation of EPC agreements for construction of the facilities, and utilities contracts and others necessary for the successful development of the projects.
  • Represented Statoil in the negotiation, drafting, translation and implementation of the Sincor Association Agreement with PDVSA for the establishment of an extra heavy crude oil project which included production of extra heavy crude oil and upgrading facilities. The representation also included acting for the project in the US$1.2 billion financing and implementation of local guarantees, the negotiation, drafting and implementation of EPC agreements for construction of the facilities, and utilities contracts and others necessary for the successful development of the projects.
  • Represented Mobil Corporation in the negotiation, drafting, translation and implementation of the Cerro Negro Association Agreement with PDVSA for the establishment of an extra heavy crude oil project including project financing for US$900 million.
  • Represented Mobil Corporation in the negotiation, drafting, translation and implementation of the Cerro Negro Association Agreement with PDVSA for the establishment of an extra heavy crude oil project including project financing for US$900 million.
  • Represented Statoil in the migration of an extra heavy crude upgrading project into a joint venture (mixed company) project with PDVSA. This representation included analysis of protection of investments, possible international arbitration procedures, negotiation, and drafting of contractual and corporate documents to regulate the new JV.

Energy Infrastructure

  • Representing a Brazilian construction company in the negotiation of an EPC contract for the construction of a refinery in Angola.
  • Represented a US company in the development of a CGL project in Colombia, Mexico and Brazil.
  • Represented a US company in the development of a gas fired power plant project in Brazil.
  • Represented a private investment fund in the acquisition of an ammonia manufacturing facility in Texas City, Texas.  The work involved the review of the main commercial contracts including the product supply agreement (hydrogen, nitrogen and certain utilities), the EPC contracts for the construction of the ammonia facility, the O&M agreement, the throughput services agreement and the ammonia offtake agreements.
  • Represented Pacific Infrastructure (Colombian company) in the negotiation, drafting and implementation of a project regarding the development of a pipeline, crude storage facilities and a terminal in Cartagena, Colombia.
  • Represented FertiNitro, (a JV between Pequiven, Koch, Snamprogetti and Empresas Polar) located in the Jose Petrochemical Complex in Venezuela, one of the world's largest nitrogen-based fertilizer plants, with nameplate daily production capacity of 3,600 metric tons of ammonia and 4,400 MT of urea with respect to all aspects of the business, including representing the project on the US$810 million financing.
  • Represented Foster Wheeler Italiana as part of a consortium that executed an EPsCm contract to expand the El Palito refinery in Venezuela. This representation involved the negotiation and drafting of the EPsCm Contract.
  • Represented Empresas Y&V (a Venezuelan company) in the negotiation with Pequiven (state-owned petrochemical company) and the drafting and implementation of an EPC contract for the development of two petrochemical plants for the production of urea and ammonia.
  • Represented Braskem (a Brazilian company) in the negotiation, drafting and development of a JV with Pequiven (state-owned petrochemical company) for the construction, ownership and operation of two petrochemical plants for the production of polypropylene and olefins.

Education

Universidad Católica Andrés Bello, JD

University of Houston, LLM, US Law

Admissions

  • Colegio de Abogados del Distrito Capital Venezuela
  • Texas Foreign Legal Consultant, Venezuela
  • Not admitted in Mexico City. Practicing under the supervision of firm principals.

Activities

  • Association of International Petroleum Negotiators (AIPN) – US Regional Director
  • Institute for Energy Law (IEL) – Vice-chair of the International Committee
  • Vera was selected as a leading US-based lawyer with a specialist focus on Mexico. The Legal 500 Private Practice Powerlist 2019