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Senior Associate

Ramona Morgan

212.885.8852 rmorgan@bartonesq.com
Senior Associate

Ramona Morgan

212.885.8852 rmorgan@bartonesq.com
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Ramona Morgan is a senior associate in Barton’s corporate practice where she advises clients on the structuring and execution of sophisticated business and securities transactions. She concentrates on business transactions with a primary focus on mergers and acquisitions, joint ventures, and minority investments. Ramona actively represents operating businesses and investment funds across a wide variety of industries, including financial services, investment management, information technology, media, marketing, software, manufacturing and distribution.

Ramona also represents emerging companies who are looking to access the capital markets, using her extensive knowledge of SEC’s rules as well as the regulations of the major US securities exchanges, and the US over-the-counter securities markets.

Ramona graduated from NYU School of Law where she served as a staff editor of the Journal of Legislation and Public Policy and studied at Panthéon-Assas University Paris II. She received a B.S. from Boston University in International Business Administration.

Outside the legal arena, Ramona is an avid painter who has had solo exhibitions in New York and France. She is an entrepreneur, having founded and acted as general counsel to an e-commerce company, Ruth’s Beauty Inc. She is a board member and treasurer of a nonprofit educational organization whose goal is improving outcomes for children in central Brooklyn.

Ramona began her legal career at Cleary Gottlieb where she practiced in New York, London, and Paris and just prior to joining Barton, Ramona was a director and assistant general counsel with the Depository Trust & Clearing Corporation.

Practices

Banking and Finance Business Transactions Corporate Formation, Governance, and Compliance Cybersecurity, Data Privacy, GDPR Compliance Emerging Companies and Venture Capital Executive Compensation and Separation Financial Services, Investment Funds, and Regulatory Compliance Intellectual Property Internal Investigations Labor, Employment, and Executive Compensation Real Estate Securities Litigation, Regulatory Investigations, and Enforcement
Practices

Industry Experience

Advertising, Marketing, and Public Relations Art, Fashion, Beauty, and Design Construction Entertainment Finance Generation and Energy Services Investment Management Investor Relations Logistics Manufacturing and Distribution Media and Publishing Technology
Industry Experience
B
Practices
Industries
Admissions
  • New York
Education
  • New York University School of Law, J.D.
  • Boston University, B.S. Business Administration with honors
  • American University of Paris
Memberships
  • Adelaide L. Sanford Institute – Treasurer, Board Member
  • Phillips Academy Andover Alumni Association – Member
In The Media

Matters

Close
Capital Markets
  • Represented Telmex in $1B Reg S/Rule 144A Offering
    • Represented Telmex in its $1 Billion Reg. S/ Rule 144A offering of 4.5% Senior Notes. Lead associate responsible for drafting the offering document, negotiating the underwriting agreement, and supervising junior attorneys working on the transaction.
  • Represented Underwriters in $12B Shelf Registration for Vodafone
    • Represented the underwriters in ongoing takedowns totaling more than $2 billion from existing shelf registration of Vodafone PLC. Represented the underwriters in new $12 billion shelf registration for Vodafone. Lead associate responsible for drafting the underwriting agreement, commenting on the registration statement as underwriters’ counsel, and performing due diligence.
  • Represented Leading Glass Supplier in €140M Rule 144A/Reg S Offering
    • Represented Yioula Glassworks S.A. in its €140 million Rule 144A/Reg S offering of 9% Senior Notes. Yioula is a leading supplier of glass containers in Southeastern Europe. Drafted and negotiated the indenture and related documents.
  • Represented Initial Purchasers in $641.5M Rule 144A/Reg S Offering by Allergan
    • Represented initial purchasers, led by Salomon Smith Barney Inc. and Bank of America Securities LLC, in a $641.5 million Rule 144A/Regulation S offering of zero coupon convertible senior notes by Allergan, Inc., maker of Botox. Drafted closing documents and organized closing; performed due diligence and authored analytical client memorandum related to diligence findings.
  • Represented Banco Espírito, Morgan Stanley, Calyon, & JP Morgan in €1.38B Rights Offering
    • Represented Banco Espírito Santo de Investimento, S.A., Morgan Stanley & Co. International Limited, CALYON, and J.P. Morgan Securities LTD as joint bookrunners in €1.38 billion rights offering of 150 million shares of Banco Espírito Santo S.A. (BES).
  • Represented Largest Electricity Co. in Portugal in €1.2B Registered Reg S Equity Offering
    • Represented Energias de Portugal S.A. (EDP) the largest producer and distributor of electricity in Portugal and the 3rd largest utility operator in the Iberian market in a €1.2 billion registered Reg S equity offering. Drafted offering document, worked with local counsel regarding regulatory issues.
  • Drafted Disclosure for Highly Detailed Processes with Respect to Potential IPOs
    • Lead associate on initial public offerings for two transactions (a Russian potash company and a French biotech company) that did not close. Notable for in-depth experience drafting disclosure for highly detailed processes and concepts. Drafted offering documents, negotiated underwriting agreements, and supervised junior associates.
Secured Financing
  • Represented Largest Oil Producer in Peru in Secured $75M Financing
    • Represented Pluspetrol Norte, a Peruvian subsidiary of Pluspetrol, in a secured $75 million financing with lender Credit Suisse First Boston. Pluspetrol Norte is the largest oil producer in Peru. Participated in the negotiation and drafting of the credit agreement and securitization agreements.
M&A and Joint Ventures
  • Advised Argentine Oil Company In Joint Venture that Created Gas Mega-Field in Latin America
    • Advised Pluspetrol, an Argentine oil company, in connection with its joint venture with Hunt Oil, SK Energy, Tecpetrol, Repsol, and Sonatrach in a consortium creating the Camisea, the most important gas mega-field in Latin America.
  • Represented Latin America’s Largest Cell Carrier in $366M Acquisition
    • Represented Teléfonos de México (Telmex) and its spinoff company, América Móvil, Latin America’s largest cellular carrier, in various transactions subsequent to a joint venture creating Telecom Americas. Represented América Móvil in its acquisition of 39% of Telecom Americas from Bell Canada International for $366 million in cash and notes.
General Corporate
  • Performed Research and Drafted Memoranda on Corporate & Securities Law Issues
    • Researched and drafted memoranda on various issues of corporate and securities law, including matters related to Sarbanes-Oxley, corporate governance, share repurchases, and analysis of factors considered in determining control of an SPV necessitating consolidation of financial statements.
  • Provided Corporate Counsel to Telmex Regarding Risk & Governance
    • Provided ongoing advice to Telmex, including drafting MD&A, risk factors and description of the company for the Annual Report on Form 20-F, review and filing of quarterly financial statements, general corporate advice, and advice regarding corporate governance matters under Sarbanes-Oxley.
Pro Bono
  • Successfully Argued Asylum Petition for Persecuted National from the Congo
    • Successfully argued asylum petition for a Democratic Republic of the Congo national who claimed that the government, using military officials, persecuted him because of his political opinions and social group membership. Drafted country conditions report, researched history and background of the region, met with client in detention, argued the case, and made closing arguments.