Corporate

Our practice shows that the Kazakhstan corporate legal environment has become attractive for various investors. We consider that this environment allows all sorts of effective corporate vehicles. Our experience is connected with legal support on various corporate activities such as joint ventures, M&A transactions, corporate governance, corporate and management responsibility, passive shareholding, risk management and compliance issues.

We provide legal support on:

• company incorporation in Kazakhstan

• branch registration in Kazakhstan

• representative office registration in Kazakhstan

• corporate bylaws, articles, charter, shareholders agreements

• due diligence in M&A transactions

• permits and approvals in M&A transactions

• pledge registration

• transfer to independent registrar

• resolutions, filings and issue of shares

We provide answers and solutions on:

• legal entities

• joint ventures

• corporate governance

• management responsibility

• trust arrangements

• regulatory compliance, social responsibility and ethics

• employment issues

• procurements

Our Recent Experience:

• full legal support to the buy-side in the acquisition of a 50% stake in a Kazakh oil company: a legal due diligence, tax planning for a purchase of 50% stake, establishment of a joint venture with a mixed control, advice on co-finance scheme with the encumbrance, 50% stake pledging for the buyer, filing for an antitrust approvals to acquire 50% stake

• legal due diligence of a subsoil use contract for a hydrocarbon block and execution of the working program, compliance with environmental legislation of the oil company

• advice on a joint operating agreement between major Kazakh and Russian companies for research and development of a hydrocarbon block in the Caspian Sea

• advice to an owner of a large distribution network of lubricants in Central Asia and the Caucasus (seven jurisdictions) to sell its distribution network: advice on the sale and distribution agreement, and business purchase agreement; review of assignment mechanism for trade, supply and service contracts

• full legal support for the sell-side on the sale of a Kazakh mining company: tax advice and advice on sale and purchase agreements, filing an application for obtaining of the antimonopoly approval on economic concentration, filing an application for obtaining waiver on governmental pre-emptive rights

• full legal support for the sell-side on sale of a 51% stake in a Kazakh distribution company (drug trade): tax advice and advice on sale and purchase agreements, filing an application for obtaining of the antimonopoly approval on economic concentration

• full legal support for the sell-side on the sale of large stake in a Kazakh oil company: tax advice and advice on sale and purchase agreements, shareholders agreement, filing an application for obtaining waiver on governmental pre-emptive rights