Partner

ELI MAZUR

Eli is a trusted advisor for project sponsors and project lenders in infrastructure and energy projects in Vietnam, as well as for foreign investors, private equity funds and investment banks acquiring strategic positions in Vietnamese enterprises, and Vietnamese enterprises selling equity stakes to those foreign investors. Eli is well regarded by clients and peers as a practical, commercial oriented lawyer serving clients with a broad array of deal execution abilities, including technical expertise and strategic analysis, problem solving and crisis mitigation skills, and highly effective communication skills that have allowed Eli to compile an extensive record of assisting clients develop successful long-term partnerships in Vietnam. Eli is a U.S. qualified attorney with 10 years' experience in Vietnam, including 3 years as a strategic leader of Harvard’s program on public policy in Vietnam, 3 years within a “Magic Circle” firm’s regional project finance and corporate practice groups, and 4 years with YKVN, Vietnam's leading domestic law firm.

Mergers and Acquisitions Transactions

  • Advised Masan Group Corporation in the restructuring and consolidation of its ownership interests over the Nui Phao Mining Project with two simultaneous transactions, one equity-linked and the other debt-lined, acquiring all of the remaining interests and extinguishing all of the remaining rights of two private equity funds managed by Dragon Capital
  • Advised Nui Phao Mining Company Limited in the establishment of a joint venture mineral processing company with H.C. Stark GmbH to process and export tungsten ore concentrate sourced from the Nui Phao Mine, including the joint venture agreement, charter, tungsten supply agreement, tungsten offtake agreement, land lease agreement, and the know-how license agreement;
  • Advised Caesars Entertainment Corporation in a proposed joint venture with Winvest LLC Group in the design, construction, management and operation of a hotel, entertainment and casino project in Ba Ria – Vung Tau province, including by conducting a due diligence and drafting a final report on the target company’s investment licenses, material government approvals, and then drafting several legal memorandum explaining key project risks and identifying possible avenues for mitigating such risks;
  • Advised Goldman Sachs in its acquisition of 12.6% of the outstanding shares in the Diana Joint Stock Company, including in drafting and negotiating the share purchase agreement, shareholders’ agreement, call and put option agreements, and the amended charter.  This deal was Goldman Sachs first private equity transaction in the Vietnamese market;  
  • Advised Morgan Stanley in its acquisition of a controlling stake in the Gateway Securities JSC, including in drafting and negotiating the share purchase agreement, shareholders’ agreement, call and put option agreements, and the amended charter.  This deal was Morgan Stanley first private equity transaction in the Vietnamese market, as well as the first acquisition of a Vietnamese securities company by a foreign investor;
  • Advised Masan Group Corporation in the US$200 million investment by Kohlberg Kravis Roberts (KKR) in Masan Consumer Corporation by a combination of primary share subscription and secondary share purchase, as well as advising on related option agreements and regulatory approvals;  
  • Advised PetroVietnam Exploration and Production Corporation (PVEP) in its purchase of Block 39 from ConocoPhillips in Peru;
  • Advised Masan Consumer in its US$50 million sale of a 49% interest in Masan Agriculture to TPG Growth, including in respect of the share purchase agreement, shareholders’ agreement, and related options agreements;
  • Advised the Sovereign wealth fund of Qatar in relation to the offshore and onshore structuring and purchase of project companies with the right to develop a high-rise resort, hotel, and residential complex near Da Nang;
  • Advised Masan Group Corporation on a US$30 million convertible loan granted by an affiliate of Goldman Sachs for the purpose of funding the development of the Nui Phao Mine’s exploitation of tungsten and other minerals;

 

Corporate Advice and Matters

  • Advised the Representative Office of Pfizer Thailand in Vietnam (hereinafter, “Pfizer Vietnam RO”) on operational and compliance issues in relation to advertising and promotions, supply and distribution contracts, and regulatory and compliance rules in Vietnam;
  • Advised Emerson Network Power – Embedded Power (Vietnam) Co Ltd and its related companies, including Roxar (Vietnam) Limited, including, without limitation, on its development of a risk mitigation strategy for employment issues related to the closure of a large factory in the southern region, its lease and fit-out of a factory in Hai Phong, as well as numerous corporate and commercial matters; 
  • Advised Siemens AG and Siemens Vietnam on a regulatory risk assessment and risk mitigation strategies arising from an imminent public FCPA disclosure in the U.S.;
  • Advised Apple Inc. on competition law implications of “maximum resale price” and “most favored customer” provisions in iPhone distribution and sales contracts in Vietnam;
  • Advised HSBC Bank (Vietnam) Ltd. on ESOP design with offshore securities to mitigate legal and regulatory risks under Vietnam’s foreign exchange regulations;
  • Advised HP (Vietnam) Ltd. on numerous corporate and commercial matters, including in respect of supply and distribution contracts, promotional programs and sales events, and competition law issues; 
  • Advised Dresdner Bank AG on the closure of its representative office in Vietnam including in respect of the termination of employment contracts and government approach;
  • Advised Scottish & Newscatsle on safe harbor provisions under Vietnam’s competition law that may allow for exclusive promotion agreements and similar contractual arrangements to limit the ability of distributors to sell or distribute competing brands;   
  • Advised HSBC Bank (Vietnam) Ltd. on regulatory scheme, legal risks, and practical strategies for dismissing employees that, among other things, violate client confidentiality; and 
  • Advised SkyWest Airlines in the termination of four airplane leases with Air Mekong, as well as in respect of the termination and liquidation of SkyWest’s interest in the Vietnamese operating company. 

 

Project Finance Transactions

  • Advised KEXIM and the consortium of international lenders in connection with the US$2.2 billion international project financing for the Mong Duong 2 Power Plant, a 1,200MW coal-fired power plant developed by AES, Posco Engineering and Construction and Stable Investment Corporation;
  • Advised PetroVietnam in the proposed establishment of a joint venture, and sale of existing minority interest, in the Vung Ang 1 Power Project with a Southeast Asian National Oil Company, including in respect of the share purchase agreement, shareholders’ agreement, revised corporate charter, and government approval process; 
  • Advised the Sumitomo Corporation / Hanoinco Consortium on risk allocation and key issues related to the scope of the government guarantee, foreign exchange, and infrastructure sharing relevant to the development of the Van Phong 2 x 660MW Coal-Fired BOT Power Project in Vietnam;
  • Advised Mitsui on the structuring of ownership interests within the a proposed investment consortium and the effect of such structuring on the availability of project finance on preferential terms from JICA and other lenders in relation to the O Mon-2 Combined Cycle Power Project;
  • Advised International Power in the preparation of its bid proposal and its negotiation in relation to key project documents in the tender phase of the Nghi Son II 2x600MW BOT Coal-Fired Power Project in central Vietnam; and
  • Advised the Vietnam-Oman Investment Fund on its subscription to a US$40 million convertible bond with a Vietnamese Public Company for the purposes of funding the construction and development of 220MW hydropower facility.

KEY INFORMATION


EDUCATION

J.D., Duke University School of Law, Cum Laude

Duke Law Journal, Not Editor B.A., Brandeis University, Magna Cum Laude


JUDICIAL CLERKSHIPS

Honorable James A. Wynn, Circuit Judge, U.S. Court of Appeals for the Fourth Circuit, 2011–2012 Term

Honorable Graham C. Mullen, Chief Judge, U.S. District Court for the Western District of North Carolina, 2003-2004 Term


BAR MEMBERSHIP
  • Good-Standing
  • North Carolina State Bar