Nadezhda Orlova
Attorney at Law, 
Partner
Nadezhda Orlova heads FBK Legal and oversees the provision of legal services to oil and gas companies.

Nadezhda has specialised in commercial, financial, and tax law since 1993 and is an Attorney at Law at the Bar Association of Moscow. 

She has experience in tax structuring, international tax planning, M&A, transfer pricing, tax consulting and due diligence, court representation and consulting services for major Russian and multinational corporations.

Among her positive achievements are endorsements based on independent law firm rankings, such as The Legal 500 EMEA, Chambers Europe, Chambers Global, IFLR1000, Pravo.Ru-300 and others, which recommend FBK Legal as one of the best law firms in Russia, an achievement in which Nadezhda Orlova has played an instrumental role. In 2013 and 2014 FBK Legal was nominated in the Best National Firm category for the Chambers Europe Awards for Excellence. The Best Lawyers 2022 rating named FBK Legal the Law Firm of the Year in Tax Practice.

Nadezhda Orlova has been recommended by The Legal 500 EMEA 2021 for cooperation in Tax (leading individual), Energy and natural resources, PPP and infrastructure projects, and is also noted among the best tax consultants in Russia by the ratings Indirect Tax Leaders 2021, Women in Tax Leaders 2021, Pravo.ru-300 2020 and the newspaper “Kommersant” 2021. The Best Lawyers 2022 rating names Nadezhda among the leaders in Tax Law, Construction Law, Real Estate Law, and Arbitration and Mediation, Pravo.ru-300 2020 — also in Land law / Commercial real estate / Construction, Natural resources / Energy practices, and “Kommersant” 2021 — in Public-private partnership and Construction and real estate practices.

During her time at FBK, Nadezhda Orlova has taken part in key working groups and expert councils, including the Council of Experts under the State Duma Committee on Budget and Taxes, as well as in the World Bank and EBRD projects to improve Russia's tax legislation.

Responsible for legal matters in the working group arranged by the Ministry of Justice, Federal Chamber of Lawyers and Ministry of Finance of Russia to improve legislation that regulates the legal services market and unite all lawyers in a bar association.

Selected by the International Bar Association as Russia's National Reporter of the IBA Tax Committee for 2017 and 2018.

She contributed chapters to Tax Law, a seminal textbook on the subject, and is actively involved in educational programmes in tax and financial law.

Major projects:
  • legal support of Gazprom’s investment activities as part of the project on the construction of the Power of Siberia gas transmission system;
  • issuance of Comfort Letters related to the issue of eurobonds (the Euro bonds issue); tax opinion regarding the Russian tax implications related to the Euro bonds Issue;
  • development of a financing scheme for the gasification program for 67 regions of Russia, including support for the issuance of perpetual bonds, the provision of a targeted loan for the implementation of the gasification program, and the issuance of a guarantee;
  • preparing a global energy company for the transition to tax monitoring;
  • comprehensive legal and tax support to the project on the coal deposit development and railway construction totalling RUB 0.6 trillion;
  • elaborating a method to inform agricultural producers about contractors’ tax gaps in respect of VAT and publish this information on the website Хартия-апк.рф.
  • developing possible options for a large helicopter holding to finance R&D of allied entities; tax risk assessment and tax planning for the purpose of opening a trade centre in one of East Asian states;
  • managing a large-scale project, including, among other things, legal due diligence and further sale of one of the world’s biggest coal deposits (Elginskoye coal deposit) containing above 2.2 billion tonnes of reserves;
  • developing an investment pattern for an international project on the construction of a network of gas stations in Europe;
  • tax and legal advisory to a large bank on finance lease and instalment programmes;
  • international tax structuring for major companies with regard to the newly enacted legislation on deoffshorization and CFC;
  • carrying out research and development for federal executive agencies, including the Russian Ministry of Finance, the Federal Tax Service, the Ministry of Economic Development and the Federal Anti-Monopoly Service;
  • providing comprehensive tax and legal support to the Sochi 2014 Organizing Committee for over 5 years during preparation, staging and closing activities of the XXII Olympic Games and XI Paralympic Winter Games;
  • providing tax and legal support to PJSC Gazprom and its multiple subsidiaries for over 17 years;
  • consulting support on reorganizing Rusnanotech State Corporation into an open joint-stock company;
  • managing a project on the transfer of assets to subsidiaries of Russian Railways (OJSC RZD) in the course of restructuring.

Practice areas

Tax structuring, international tax planning, M&A, transfer pricing, tax consulting and due diligence

Education

2004 Lomonosov Moscow State University, Faculty of Psychology, Psychology of Organizational Development and Human Resources Management

1995 Lomonosov Moscow State University, Faculty of Law, Tax and Finance Law

2000 Certificate in English, Cambridge University

Professional community

  • Bar Association of Moscow
  • Russian Managers Association
  • Member of International Bar Association (IBA)

Languages

English

Sector experience
  • Oil&gas
  • Energy
  • Chemicals and petrochemicals
  • Mining and metallurgy
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