Sofia Bernaciak

A lawyer for the special master overseeing the auction of Citgo to satisfy billions of dollars' worth of Venezuelan debt has defended his request for more than $15.3 million in fees on top of nearly $63 million already paid, saying the request follows an "extraordinarily complex" sale process. In a letter submitted to a Delaware federal court on Monday, Potter Anderson & Corroon LLP partner Bindu Ann Palapura acknowledged that the $15.346 million in fees incurred by special master Robert Pincus and his advisors during September, October and November last year were "undoubtedly significant." She nevertheless defended the fee request as warranted, given the extensive labor and legal expertise that was necessary to finalize the sale process, which resulted in a $5.892 billion bid from hedge fund Elliott Investment Management LP that was accepted by the court late last year. The letter comes after Gold Reserve Ltd. — whose $7.382 billion bid for Citgo was rejected last year after being initially accepted by Pincus — complained in a Feb. 23 letter to the court that the fee request was "staggering." Gold Reserve argued, in part, that the $10.2 million in legal fees charged by Weil Gotshal & Manges LLP was unreasonable, noting that the request includes time entries from 41 attorneys at an average hourly rate of $1,566.83, with only two staff attorneys charging less than $1,000 per hour. But Palapura argued that Gold Reserve is downplaying the "scope and breadth" of work the special master's advisors had to perform during the three months in question. "Gold Reserve also largely ignores the complexity of the matter, the special master's dual role as both an arm of the court and a litigant, and the evidentiary burden placed on the special master in supporting his recommended bid," she wrote. Gold Reserve and others had already argued in 2024 that the fees incurred by Pincus were too high, resulting in a court order from U.S. Circuit Judge Leonard P. Stark requiring that Pincus evaluate "whether the number of timekeepers can be reduced" and whether Weil could "still justify billing on an ongoing basis at the same non-discounted rates they have been charging for the first 44 months of their engagement with this case." Palapura rebutted Gold Reserve's allegations in its letter last month that Pincus had not complied with the order, noting that he had significantly reduced the number of timekeepers and discussed the discounted fee issue. "The special master discussed the issue with Weil and determined that, in light of the revised billing procedures that the advisors implemented beginning in January 2025, there was no reason for Weil to deviate from the standard billing rates that it had been charging for the sale process to that point without objection," she wrote. The fee dispute comes just weeks after Pincus lost his bid to have Venezuela and Gold Reserve pay his $3.1 million bill for defending against their unsuccessful bid to have him disqualified in the long-running litigation over the sale of Citgo. In a Feb. 9 order, Judge Stark said he was "not persuaded this situation merits requiring the moving parties to bear more than their ordinary share of the special master's fees associated with the motions." The sales process for Citgo resulted in Judge Stark approving the $5.892 billion bid from hedge fund Elliott — submitted formally by Elliott affiliate Amber Energy Inc. — last fall. In his ruling, the judge concluded that it offered the best overall combination of price and certainty of closing of any bid submitted. Judge Stark, formerly a district court judge for the U.S. District Court for the District of Delaware, was elevated to the Federal Circuit in 2022, but he continues to oversee a variety of cases brought by creditors against Venezuela in Delaware federal court. The Delaware court is conducting the long-awaited sale nearly eight years after defunct Canadian mining company Crystallex International Corp. won an attachment order over shares in PDV Holding Inc., the indirect parent company of Citgo. PDV Holding is a subsidiary of Venezuelan state-owned oil company Petróleos de Venezuela SA, or PDVSA. Crystallex is looking to enforce a $1.2 billion arbitral award it won against Venezuela after being ousted from a lucrative Venezuelan gold-mining project. In the years since then, the litigation has attracted other creditors of Venezuela owed billions of dollars more, since Citgo is Venezuela's most significant seizable asset. Those creditors include Gold Reserve, which won its $713 million arbitral award in September 2014 after Venezuela yanked its permit for a gold-mining project. Gold Reserve initially won the nod from Pincus as his chosen bidder in a final recommendation last year, with a $7.4 billion bid. But the special master later changed his mind, issuing an updated final recommendation that the court approve the $5.9 billion bid from Elliott. Counsel and representatives for the parties declined to comment or could not immediately be reached for comment on Tuesday. Gold Reserve is represented by Kevin J. Mangan, Matthew P. Ward and Stephanie S. Riley of Womble Bond Dickinson, Matthew H. Kirtland, Katherine G. Connolly and Taylor J. LeMay of Norton Rose Fulbright, and by Michael J. Bowe, Lauren Tabaksblat, Andrew T. Sutton and Kate E. Fisch of Brithem LLP. Pincus is represented by Matthew F. Davis, Bindu A. Palapura and Malisa C. Dang of Potter Anderson & Corroon LLP, and by Matthew S. Barr, David J. Lender, Jared R. Friedmann and Chase A. Bentley of Weil Gotshal & Manges LLP. Venezuela is represented by Donald B. Verrilli Jr., Elaine J. Goldenberg, Ginger D. Anders, George M. Garvey and Adeel Mohammadi of Munger Tolles & Olson LLP. PDVSA is represented by Joseph D. Pizzurro, Kevin A. Meehan, Juan O. Perla, Robert Groot and David V. Holmes of Curtis Mallet-Prevost Colt & Mosle LLP. Delaware counsel for Venezuela and PDVSA are Samuel Taylor Hirzel II and Brendan Patrick McDonnell of Heyman Enerio Gattuso & Hirzel LLP. PDV Holding and Citgo are represented by Susan W. Waesco and Alexandra M. Cumings of Morris Nichols Arsht & Tunnell LLP, and by Nathan P. Eimer, Daniel D. Birk and Gregory M. Schweizer of Eimer Stahl LLP. Crystallex is represented by Raymond J. DiCamillo, Jeffrey L. Moyer and Travis S. Hunter of Richards Layton & Finger PA, and by Robert L. Weigel, Jason W. Myatt, Rahim Moloo, Miguel A. Estrada, Lucas C. Townsend, Zachary Kady and Adam M. Smith of Gibson Dunn & Crutcher LLP. The case is Crystallex International Corp. v. Bolivarian Republic of Venezuela, case number 1:17-mc-00151, in the U.S. District Court for the District of Delaware.

Mar 3

5 min

Freshfields advised Japan Tobacco (JT) on its joint venture with Altria Group to market and commercialize heated tobacco stick (“HTS”) products in the United States. Upon the authorization of the pre-market tobacco application, the joint venture will be the exclusive vehicle for the marketing and commercialization in the US of current and future HTS products owned by both parties. The joint venture will have the rights to the use of JT’s Ploom brand and Altria’s Marlboro brand in connection with the commercialization of HTS products in the US. The transaction was announced on October 27, 2022. JT and Altria also entered into a long-term, non-binding global partnership to explore commercial opportunities for a wide range of potentially reduced-risk products. More information on the transaction is available here. The Freshfields Team was led by Partners Paul Humphreys and Sebastian Fain, Senior Associate Vinita Sithapathy and Associate Sofia Bernaciak on corporate and M&A matters; Partner Menachem Kaplan and Associate Daniel Spencer on IP matters; Partner Giles Pratt and Associates Rohan Jerath and Jake Allingan on service, supply and manufacturing arrangements; Partner Claude Stansbury and Counsel Dennis Caracristi on tax matters; Partner Bruce McCulloch and Counsel Angela Landry on antitrust and competition matters; and Counsel Stephanie Brown Cripps and Associate Andrew Bulovsky on compliance matters. ENDS

Oct 27

1 min

A lawyer for the special master overseeing the auction of Citgo to satisfy billions of dollars' worth of Venezuelan debt has defended his request for more than $15.3 million in fees on top of nearly $63 million already paid, saying the request follows an "extraordinarily complex" sale process. In a letter submitted to a Delaware federal court on Monday, Potter Anderson & Corroon LLP partner Bindu Ann Palapura acknowledged that the $15.346 million in fees incurred by special master Robert Pincus and his advisors during September, October and November last year were "undoubtedly significant." She nevertheless defended the fee request as warranted, given the extensive labor and legal expertise that was necessary to finalize the sale process, which resulted in a $5.892 billion bid from hedge fund Elliott Investment Management LP that was accepted by the court late last year. The letter comes after Gold Reserve Ltd. — whose $7.382 billion bid for Citgo was rejected last year after being initially accepted by Pincus — complained in a Feb. 23 letter to the court that the fee request was "staggering." Gold Reserve argued, in part, that the $10.2 million in legal fees charged by Weil Gotshal & Manges LLP was unreasonable, noting that the request includes time entries from 41 attorneys at an average hourly rate of $1,566.83, with only two staff attorneys charging less than $1,000 per hour. But Palapura argued that Gold Reserve is downplaying the "scope and breadth" of work the special master's advisors had to perform during the three months in question. "Gold Reserve also largely ignores the complexity of the matter, the special master's dual role as both an arm of the court and a litigant, and the evidentiary burden placed on the special master in supporting his recommended bid," she wrote. Gold Reserve and others had already argued in 2024 that the fees incurred by Pincus were too high, resulting in a court order from U.S. Circuit Judge Leonard P. Stark requiring that Pincus evaluate "whether the number of timekeepers can be reduced" and whether Weil could "still justify billing on an ongoing basis at the same non-discounted rates they have been charging for the first 44 months of their engagement with this case." Palapura rebutted Gold Reserve's allegations in its letter last month that Pincus had not complied with the order, noting that he had significantly reduced the number of timekeepers and discussed the discounted fee issue. "The special master discussed the issue with Weil and determined that, in light of the revised billing procedures that the advisors implemented beginning in January 2025, there was no reason for Weil to deviate from the standard billing rates that it had been charging for the sale process to that point without objection," she wrote. The fee dispute comes just weeks after Pincus lost his bid to have Venezuela and Gold Reserve pay his $3.1 million bill for defending against their unsuccessful bid to have him disqualified in the long-running litigation over the sale of Citgo. In a Feb. 9 order, Judge Stark said he was "not persuaded this situation merits requiring the moving parties to bear more than their ordinary share of the special master's fees associated with the motions." The sales process for Citgo resulted in Judge Stark approving the $5.892 billion bid from hedge fund Elliott — submitted formally by Elliott affiliate Amber Energy Inc. — last fall. In his ruling, the judge concluded that it offered the best overall combination of price and certainty of closing of any bid submitted. Judge Stark, formerly a district court judge for the U.S. District Court for the District of Delaware, was elevated to the Federal Circuit in 2022, but he continues to oversee a variety of cases brought by creditors against Venezuela in Delaware federal court. The Delaware court is conducting the long-awaited sale nearly eight years after defunct Canadian mining company Crystallex International Corp. won an attachment order over shares in PDV Holding Inc., the indirect parent company of Citgo. PDV Holding is a subsidiary of Venezuelan state-owned oil company Petróleos de Venezuela SA, or PDVSA. Crystallex is looking to enforce a $1.2 billion arbitral award it won against Venezuela after being ousted from a lucrative Venezuelan gold-mining project. In the years since then, the litigation has attracted other creditors of Venezuela owed billions of dollars more, since Citgo is Venezuela's most significant seizable asset. Those creditors include Gold Reserve, which won its $713 million arbitral award in September 2014 after Venezuela yanked its permit for a gold-mining project. Gold Reserve initially won the nod from Pincus as his chosen bidder in a final recommendation last year, with a $7.4 billion bid. But the special master later changed his mind, issuing an updated final recommendation that the court approve the $5.9 billion bid from Elliott. Counsel and representatives for the parties declined to comment or could not immediately be reached for comment on Tuesday. Gold Reserve is represented by Kevin J. Mangan, Matthew P. Ward and Stephanie S. Riley of Womble Bond Dickinson, Matthew H. Kirtland, Katherine G. Connolly and Taylor J. LeMay of Norton Rose Fulbright, and by Michael J. Bowe, Lauren Tabaksblat, Andrew T. Sutton and Kate E. Fisch of Brithem LLP. Pincus is represented by Matthew F. Davis, Bindu A. Palapura and Malisa C. Dang of Potter Anderson & Corroon LLP, and by Matthew S. Barr, David J. Lender, Jared R. Friedmann and Chase A. Bentley of Weil Gotshal & Manges LLP. Venezuela is represented by Donald B. Verrilli Jr., Elaine J. Goldenberg, Ginger D. Anders, George M. Garvey and Adeel Mohammadi of Munger Tolles & Olson LLP. PDVSA is represented by Joseph D. Pizzurro, Kevin A. Meehan, Juan O. Perla, Robert Groot and David V. Holmes of Curtis Mallet-Prevost Colt & Mosle LLP. Delaware counsel for Venezuela and PDVSA are Samuel Taylor Hirzel II and Brendan Patrick McDonnell of Heyman Enerio Gattuso & Hirzel LLP. PDV Holding and Citgo are represented by Susan W. Waesco and Alexandra M. Cumings of Morris Nichols Arsht & Tunnell LLP, and by Nathan P. Eimer, Daniel D. Birk and Gregory M. Schweizer of Eimer Stahl LLP. Crystallex is represented by Raymond J. DiCamillo, Jeffrey L. Moyer and Travis S. Hunter of Richards Layton & Finger PA, and by Robert L. Weigel, Jason W. Myatt, Rahim Moloo, Miguel A. Estrada, Lucas C. Townsend, Zachary Kady and Adam M. Smith of Gibson Dunn & Crutcher LLP. The case is Crystallex International Corp. v. Bolivarian Republic of Venezuela, case number 1:17-mc-00151, in the U.S. District Court for the District of Delaware.

Mar 3

5 min

Freshfields advised Fomento Economico Mexicano, S.A.B. de C.V. (NYSE: FMX; BMV: FEMSAUBD, FEMSAUB) on the sale of its refrigeration and foodservice equipment operations, Imbera and Torrey, to a fund affiliated with leading private equity firm Mill Point Capital Partners. The transaction was announced on July 17, 2024 and closing is subject to customary closing conditions. Learn more about this transaction here. The Freshfields team was led by M&A partner Andrea Basham, M&A counsel Enrique Dancausa and M&A associate Sofia Bernaciak, along with M&A partner Ethan Klingsberg.Finance advice was provided by partner Allison Liff and associate Kelsey Avery. Data privacy and security support was provided by partner Chris Lyon and associate Christine Chong. People & reward support was provided by associate Sonia Bennett.

Jul 18

1 min

Freshfields Bruckhaus Deringer LLP (‘Freshfields’) a conseillé Cinven dans le cadre de son entrée en négociations exclusives en vue de l’acquisition d’une participation majoritaire dans Euro Techno Com Group (‘ETC’), distributeur spécialisé dans le secteur des infrastructures de télécommunication et de technologie, auprès de Carlyle. Le fondateur et PDG, Cédric Varasteh, conservera une participation significative dans la société. Carlyle restera au capital en tant qu’actionnaire minoritaire. Fondé en 1993 et employant plus de 1 100 salariés, ETC intervient dans la conception, l'approvisionnement et la distribution de matériaux, d'outillages et d'équipements pour installer, construire et entretenir des infrastructures de réseaux fixes, mobiles et digitaux. Le groupe français compte environ 14 000 clients, des opérateurs télécoms et des installateurs de réseaux, principalement aux Etats-Unis et en Europe. L’opération demeure soumise aux autorisations réglementaires habituelles. L’équipe Freshfields ayant assisté Cinven à Paris était composée de Nicolas Barberis et Julien Rebibo, associés, Myriam Khetib-Khatiri, Brice Trevisan, Manon Faurie et Nora Chekhab, collaborateurs, sur les aspects corporate ; Stéphanie Corbière, associée, et Samvel Der Arsenian, collaborateur, en financement ; Christel Cacioppo, associée, et Célia Kirren, collaboratrice, sur les aspects de droit social ; et François Gordon, counsel, Hélène Lallemand, collaboratrice senior, Laéna Bouafy et Anaïs Jennepin, collaboratrices, sur les aspects antitrust. L'équipe multijuridictionnelle comprenait également à New York : Zheng Zhou, associé, Sofia Bernaciak et Chinyere Obi, collaboratrices, sur les aspects corporate ; Stephanie Brown Cripps, counsel, et Jennifer King, collaboratrice, sont intervenues sur les aspects compliance ; Aino Makisalo, collaboratrice senior, et Skyler Splinter, collaborateur, en financement ; Menachem Kaplan, associé, et Daniel Spencer, collaborateur, sur les aspects de propriété intellectuelle ; Lori Goodman, associée, et Lina Zhu, collaboratrice, sur les aspects de droit social ; Christine Lyon, associée, et Brock Dahl, counsel, ont conseillé sur les aspects de data protection depuis notre bureau de la Silicon Valley. A Londres, Alastair Brown, Giles Pratt et Victoria Sigeti, associés, James Booth, Vincent Lim et Katie Sa, collaborateurs, et Herman Ahmad, trainee, sont intervenus sur les aspects corporate ; David Mendel, associé, Guy Huffen, collaborateur, et Simran Sidhu, trainee, sur les aspects de droit social. A Bruxelles, Martin McElwee, associé, Konstantin Bondarenko, collaborateur, et Loana-Virginia Motoc, trainee, sont intervenus sur les aspects antitrust et réglementaire. Gernot Fritz, counsel à Vienne, a conseillé sur les aspects RGPD.

Jun 10

2 min