GRATA is the leading independent legal consultant in the mining and natural resources sector in Eurasia. We provide legal services for clients throughout Kazakhstan and throughout the Eurasian region, including Azerbaijan, Uzbekistan, Kyrgyzstan, Turkmenistan, and Tajikistan. Our client base includes mining and industrial companies, financial institutions, and service providers. Our lawyers offer a full range of consultancy services, including the development of solid mineral deposits (gold, copper, iron, uranium, nickel, asbestos, etc.), the generation and distribution of power, and the processing of products and other operations.

Our aim is to become a leading finance practice in the legal market of Central Asia. This means that GRATA's Banking & Finance Group aims to set the standard for legal support in capital markets, and in general for the finance sector, to monitor the needs of our clients online and to provide them with individualised legal solutions in order to help them carve out a leading market niche.

The ability to provide legal services at the best value and our understanding of the local cultures of Central Asia are some of our strengths.

We are proud that our clients, some of the largest local and international banks and companies from different industry sectors, have trusted GRATA’s knowledge and expertise for more than 20 years now.

GRATA's Banking & Finance Department has established effective cooperation with financial regulators across Central Asia and the Caucasus and with local and international stock exchanges, investment banks, international law firms, and consultants. This allows us to provide our clients with best-in-class solutions for their needs.

Our legal services include:

  • Advising a large Korean mining corporation in its acquisition of several Kazakhstani mining companies including conducting due diligence, drafting documentation, preparing legal memos and formal legal opinions;
  • Advising a large Russian Mining Company on its acquisition of a Kazakh Coal Producing Company (ongoing);
  • Providing legal consultation for over 10 years for a major international oil company under two Production Sharing Agreements (PSA) (ongoing);
  • Advising a major Australian Uranium Mining Company on the acquisition of a leading Kazakh Nuclear Company (ongoing);
  • Advising a large Indian subsoil use company, on the proposed acquisition of a major Kazakhstani oil company including conducting due diligence, drafting documentation, writing legal memos and formal legal opinion;
  • Advising a large US oil company on its proposed acquisition of a Kazakh oil production firm;
  • Advising the Joint Global Coordinators of an IPO of the Eurasian Natural Resources Corporation for $2.6 billion in London and Kazakhstan, namely Deutsche Bank, Morgan Stanley, ABN AMRO Rothschild and Credit Suisse;
  • Conducted negotiations with the government of Kazakhstan on the conclusion of the mineral resources exploration and production contract with the Cameco subsidiary in Kazakhstan and providing them with ongoing legal support since 2005;
  • Representation of the interests of Kazakhstan’s largest gold producer in selecting potential investors, raising investment capital and establishing a joint venture;
  • Advised a UK mining company on the acquisition of a gold deposit in Kazakhstan including performing due diligence and drafting the SPA;
  • Consultation and provision of legal services to Asia Pacific Precious Metal Hong Kong Company in relation to the purchase of a gold-mining company in Kazakhstan and $10 million investment;
  • Advising a local oil company on its acquisition by a Canadian International Oil Company including performing due diligence and drafting the SPA;
  • Advising a large international oil company on the proposed sale of its oil assets in Kazakhstan;
  • Advising a large international oil company on its proposed acquisition of an oil company with substantial assets in Kazakhstan, and the preparation of due diligence;
  • Obtaining approval from the Kazakhstan anti-trust authorities for various acquisitions;
  • Advising a large US oil company on its proposed acquisition of a Kazakh oil production firm;
  • Advising a Kazakhstan oil company on its proposed acquisition by the Korean National Oil Corporation;
  • Advising an international oil company on the proposed acquisition of a large Kazakhstan oil field.

 

Brochure: Natural Resources

Our clients:

Petrom (Member of OMV Group), Shell, Kazakhmys, ENRC, Shell, Tasbulat Oil Corporation, GAZPROM JSC, Tasbulat Oil Corporation, Kom Munai LLP, BG, Karazhanbasmunai, Karakudukmunai, United Company RUSAL, SK Network, KUAT Corporation JSC, Kazzink, Celtic Resources, Total , ONGC Videsh ltd, Korea National Oil Corporation (KNOC), North Caspian Petroleum Ltd (NCPC), China Petrochemical Corporation, Kazneftehim, EXTERRA Kazakhstan, Pasifico Drilling and Mining LLP , Aral Petroleum Capital, INKAI JV, EVRAZ, BATEMAN KAZAKHSTAN Oil & Gas Company B.V. , Bonatti Kazakhstan , Cameron Petroleum Equipment Group, Ink. , ES-KO International Inc., G.A.S. s.r.l. Geological Assistance & Services , Mammoet Caspian B.V., Matin JV LLP , Nalco Limited , SICIM S.p.A., YKK LLP, YKR LLP, KazNIGRI, Panalpina World Transport LLP, "Ordabasy" Corporation JSC, Maersk Oil Kazakhstan GmbH, and others.

Some examples from our experience:

M&A

  • Full maintenance of a large international company on acquisition of participating interest in Kazakhstani Mining company (current project);
  • Advising Russian company concerning acquisition of large coal assets, subsoil use right, deal structure, SPA, governmental approvals;
  • Advising of a large Asian mining company concerning acquisition of the shares of Kazakhstani mining company;
  • Advising an international energy company on acquisition of participating interest in Kazakhstani uranium company;
  • Advising a large international oil company concerning possible acquisition of oil company with shares in Kazakhstan (current project);
  • Perform due diligence of a large Asian company concerning the purchase of the shares of an international energy corporation;
  • Advising a large Indian company concerning possible acquisition of a Kazakhstani oil company with large oil equity, perform of due diligence;
  • Advising a large American oil company concerning possible acquisition of Kazakhstani oil-producing company;
  • Advising metals international producer concerning possible acquisition of a large Kazakhstani oil company, including perform due diligence;
  • Perform due diligence for international service company on producing oil. 
  • Advising an international oil company concerning possible acquisition of a large Kazakhstani deposit;
  • Advising mining company from Great Britain concerning acquisition of a gold deposit in Kazakhstan, perform due diligence and sale and purchase contract;
  • Advising a local oil company concerning acquisition of Canadian international oil company, including perform of due diligence and sale and purchase contract;
  • Advising a large international oil company concerning possible acquisition of oil company, which has shares in Kazakhstan, including perform of due diligence;
  • Advising Kazakhstani mining company, which has large deposit of copper and nickel in Kazakhstan, concerning development of joint venture and further development, with Korean company;
  • Advising a large Korean mining company concerning possible acquisition of various Kazakhstani mining companies, including perform due diligence, participating in drafting documents, etc.
  • Advising US company on privatizing large Kazakhstani mining company;
  • Advising a large Australian uranium company concerning acquisition of one of the leading Kazakhstani nuclear company;
  • Assistance in commission transactions on reorganization large oil company in Western Kazakhstan;
  • Advising a large Russian company concerning antitrust legislation, legal assistance of reception agreement from Agency for Defense of Competition on commission agreements for acquisition of a large coal assets in Kazakhstan.

General Corporate Issues

  • Advising a large mining company and companies, which produce metal in Kazakhstan in corporate and labor issues;
  • Preparing legal opinions and memorandums concerning corporate managing for a large oil company in Kazakhstan;
  • Perform due diligence one of the leading extractive company in Kazakhstan before IPO;
  • Assisting in commission agreements related with reorganization of a large oil and gas company in Western Kazakhstan;
  • Advising one of the largest mining company concerning minority shareholders.

Employment and Labour

  • Advising Kazakhstani mining company on labour legislation (preparing draft agreements for key employees and commitment individual agreements, reception agreement for foreign labour force, preparing agreements according to new Labour Code, advising in case of overwork, vacation and other labour disputes);
  • Drafting memorandums on labour law, employment agreements, and advising on employer and employee labour relations;
  • Advising Kazakhmys on corporate and labour contracts;
  • Drafting labour documents based on new Labour Code for branches of a large foreign oil company;
  • Drafting memorandums on labour disputes for large Energy Holding company;
  • Drafting labour documents with top managers for representing foreign oil company;
  • Representing and protecting interests of Chinese oil company in labour dispute with former employee;
  • Advising a foreign oil company and its subsidiary companies on various labour issues, including work of shift method employees.

Subsoil Use

  • Preparing and providing legal assistance, negotiations with Ministry of Energy and Mineral Resources concerning contracts of subsoil use on minerals and hydrocarbon materials, including additions to these contracts;
  • Acting and advising large Kazakhstani companies – subsoil users in tender on transportation mineral oil;
  • Acting and advising in on prospection and extraction;
  • Preparing, advising and providing legal assistance and negotiations for foreign oil company concerning Production Sharing Agreements and operational agreements. Providing assistance to investors in choosing the best way to settle disputes with the state authorities on a Production Sharing Agreement;
  • Providing comparative analysis of legislation in order to choose which investment project under a Production Sharing Agreement or Joint Venture Agreement is best;
  • Perform Due Diligence of a subsoil user’s activities for some foreign oil and mining companies. Conducting a legal examination of the initiation procedure for subsoil use rights. Confirmation of the execution of a subsoil use contract;
  • Advising on issues concerning the state’s pre-emptive rights for some foreign oil and mining companies (and obtaining a waiver) to purchase subsoil use right and/or to share in a legal entity and obtaining a permit from MEMR to transfer these subsoil use rights;
  • Providing a legal conclusion for foreign and Kazakhstani companies on the issues relating to the operation of previously liquidated oil wells;
  • Acting in negotiations on construction oil-pipeline for China on a US$ 300 million and a contract on construction gas main for Russia on a US$ 500 million;
  • Advising contracts on producing raw oil.

Transfer Pricing

  • Realization of the comparative analysis of the contract of purchase of a crude oil regarding price application at export and a market price which published in official sources;
  • Preparation of conclusion at realization of export of dry gas and processing products of gas;
  • Preparation of conclusion on the possible facts of infringement of application of a price of transaction at export of dry gas and processing products of gas;
  • Account realization at export of a gas condensate and heavy distilled liquid fuel on methods and the forms which are conducted by taxing authority;
  • Realization of the comparative price analysis on metal operating during the period since 2004 for 2007;
  • An estimation of risks for LLP Company on a question of affiliation with off-shore Company;
  • Representing interests and protecting rights of foreign oil companies, Kazakhstani oil companies in pricing disputes, including successful appeal of inspections results (cancelling up to 98% of inspections results);
  • Appealing results of tax inspections of large Kazakhstani subsoil users on transfer pricing (cancelling up to 98% of inspections results).

Tax Disputes

  • Protecting Subsoil User-Client’s interests in a large scale tax dispute, where the result was the cancellation of assessed taxes, fines and penalties of a sum exceeding US$100m.;
  • Acting in a dispute regarding the accuracy of the calculation of tax on excess profits;
  • Completing the successful protection of large subsoil user’s interests in a large scale dispute regarding the estimation of reimbursable expenses under a Product Sharing Agreement;
  • Acting on one of a few positive court decisions canceling the tax inspection results regarding the VAT allowance of false enterprises;
  • Acting in drafting various tax instructions concerning order of taxation under a Product Sharing Agreement in Republic of Kazakhstan; drafting Legal acts that regulate taxation during conclusion a Product Sharing Agreement and taxation in Free Economic Area in Kyrgyzstan;
  • Representing (including negotiation) a large Kazakhstani and foreign oil companies in relations with Government and other state bodies in Republic of Kazakhstan concerning applying tax legislation on features of a subsoil use contract;
  • Successfully litigating on behalf of our subsoil users-clients, for the additional accrual of corporate income tax, corporate income tax for non residents paid at source, VAT, royalties and other taxes;
  • Positively settling with the Tax Authorities a case regarding an illegitimately-accrued penalty on shares and the application of forced debt collection measures;
  • Providing assistance to subsoil users in planning international deals so as to avoid double taxation issues (received acquittance from paying US$ 20.000.00 to US$ 1.500.000.00);
  • Reviewing tax compliance concerning the production of fuels and lubricants;
  • Analysis of tax regime stipulated by contracts for subsoil use; provision of assistance with regard to accrued and paid taxes and special payments that are essential for subsoil users to make;
  • Providing legal opinions regarding tax issues arising from the purchase of a group of subsoil user companies by a foreign investor in Kazakhstan;
  • Providing legal opinions regarding the imposition of VAT in exploration work for a large scale foreign subsoil user;
  • Providing advice regarding amendments and additions for a subsoil user (contracts);
  • Providing ongoing assistance with regard to all tax issues for large scale oil service companies;
  • Consultation of the joint Kazakhstani - Canadian enterprise specializing on extraction of uranium ore concerning risks of revision of a tax mode of the contract on subsoil use;
  • Preparation of the legal conclusions for the several companies of raw sector of the country, carrying out development, extraction, processing of gas and mineral oil in territory of Kazakhstan concerning applicability of the export customs duties concerning export of the crude oil extracted by them within the limits of the contract on subsoil use, and also preparation of corresponding inquiries in Committee of the customs control of Ministry of Finance of RK concerning clearing of payment of the export customs duties on export of crude oil from territory of Kazakhstan.

Finance and Securities

  • Legal analysis on the financial part of the company: an analysis of credit agreements;
  • Preparation of prospectus issue of shares, preparation of contracts of buying and selling of ordinary shares. A report on the placement of shares and the successful completion of the registration brochure in the Agency on regulation and supervision of the financial market and financial organisations;
  • Advising underwriters concerning London IPO and Kazakhstani IPO of a large Kazakhstani mining group of the companies (the current project);
  • Participation in cooperation between CitiGroup and Japan Bank in reception of a loan for APPAK (subsidiary company of KazAtomProm);
  • Advising underwriters IPO in London and Kazakhstan for Eurasian Natural Resources Corporation (ENRC) for the sum 2.6 billion US dollars;
  • Advising of foreign bank concerning design financing the large Kazakhstani metallurgical enterprise for the sum 300 million US dollars;
  • Representation of interests of the Kazakhstani oil company under the project of pre-export financing for the sum 24 million US dollars;
  • Advising of large foreign bank on financing under the project of processing of aluminium for the sum 30 million US dollars;
  • Legal support of crediting of leading Kazakhstani banks and the mining Kazakhstan enterprise large international bank for the sum 200 million US dollars;
  • Representation of consultations to the Russian bank concerning a guarantee given out as maintenance under the contract of the loan on 100 million US dollars presented Russian Copper Company.

Ecological Law

  • Conformance of the inspection of the safety technique contract with the legislation in the field of environmental protection; the identification of potential risks of the client concerned with the concluded contract;
  • Conduct due diligence on compliance with environmental and licensing legislation; identify potential risks of the client associated with the possible wrongdoings of the audited company; develop recommendations to reduce risks;
  • Preparation of memorandum, in which was discovered the procedure and conditions of the renewal of a contract in connection with the need to assess the commercial detection;
  • Preparation of requests to the Ministry of Emergencies and to the General Prosecutor of Kazakhstan on the issue of how many declarations of security should be developed for installation on the preparation of oil (industrial complex, consisting of closely linked sites, each of which can be viewed as being independent of the hazardous industrial object). Lawyers in the GRATA branch in Astana were negotiating with experts who were involved in the preparation of responses; formal written responses were provided to the client;
  • Prepare a memorandum that highlights the general requirements of the environmental legislation of Kazakhstan, as well as special rules addressed to the companies of the uranium industry and the typical legal problems and risks of subsoil and recommendations aimed at preventing or reducing them;
  • Conducting Environmental Due Diligence for international oil- producing companies – in terms of fulfillment of legal obligations and detecting entrepreneurial risks;
  • Conducting Environmental Due Diligence for large power corporation in terms of share purchase bargain of one of the leading European banks;
  • Carrying out of the analysis of a condition of observance of the ecological legislation from the large Kazakhstani oil company;
  • Reception of ecological sanctions for the large Kazakhstani oil and gas extraction company, and also for of some the foreign service companies on installation of the process equipment;
  • For one of the largest oil and gas extraction consortium is executed ecosystem analysis of the legislation in the field of the reference with production wastes and consumption, analogues to which is not presented in republic;
  • For the mining enterprise the conclusion under the legal responsibility in the field of the reference with radioactive materials is prepared;
  • The estimation of risks for subsoil users under the project of the Ecological code is lead;
  • The legal conclusion under the Ecological code for the large foreign oil-extracting company Is made;
  • Advising subsoil users (oil and mining companies) on all questions of the nature protection legislation, including a payment for emissions;
  • Protection of interests of the large foreign oil-extracting company in court under the claim of territorial management of preservation of the environment concerning pollution of the ground and water mineral oil as a result of not authorized incut in the pipeline in the Claim to the state body is successful was given up. That the ecological image of the company was kept in the Kazakhstani market;
  • Representation of interests of some the large companies, including with foreign participation, at carrying out of checks by bodies of Office of Public Prosecutor, financial police, other supervising bodies;
  • Protection of interests of the large uranium company in court against Regional ecological Inspection on decrease in the administrative penalty for the exceeded issues in an environment;
  • Protection of interests of the foreign oil company in court on administrative case about excess of emissions in an environment. The administrative penalty has been recognized illegal;
  • Protection of interests of the foreign oil-exporting company against ground Inspection on illegal capture of the grounds, administrative decisions have been cancelled;
  • Protection of interests of the foreign oil company against ecological Inspection with a cancelling of administrative decisions about imposing penalties for pollution and damage of the grounds, absence of the industrial ecological control, the open storage of the fulfilled oil.

Litigation

  • Representing the interests of the individual in court on a suit for recovery of debt under loan agreements;
  • Representing the interests of a large foreign (Turkish) construction company in a civil action against the customer for improper performance of their obligations under the contract, namely, during the imposition of interim measures of protection and enforcement of court decisions;
  • Representing the interests of major oil companies with foreign participation in the court of supervisory instance and preparation of a supervisory appeal in a dispute for damages under the lease contract;
  • Assessment of risk for a major Kazakh oil and gas company by purchasing the assets of another company, which may entail the existence of litigation;
  • Representing a major international oil and gas company in the pre-trial settlement of a dispute with a former employee of the company;
  • Negotiations with the prosecutors on the illegality of immigration police action against the head of a major international oil company;
  • Representing a major international oil and gas company in the bodies of investigation and inquiry to initiate criminal proceedings against a former employee of the company;
  • Successful appeals against administrative decisions imposed by the authorised state body "Yuzhkaznedra" on the audit results on the application of the Law on Subsoil Use;
  • Preparation of a memorandum on the prospects of a trial with the contractor on the agreement contracts for the largest gold mining company;
  • Representing in court the interests of a large foreign oil company on a claim to recover the amounts owed as a result of a default by a partner in a contract for the sale of crude oil;
  • Representing the interests of one of the world's largest oil companies in the financial police bodies to provide information necessary for a criminal case brought against another company.
  • Protection of an oil producing company from unfriendly takeover of oil field;
  • Protection of an oil producing company from activities of dishonest creditor;
  • Protection of an oil producing company’s legal interests from claims of service companies on ungrounded enrichment;
  • Protection of a Kazakhstani oil producing company’s and of a large insurance company’s legal interests from claims of a service company concerning compensation of damage;
  • Protection of a large Kazakhstani producing company in environmental dispute;
  • Protection of a large Kazakhstani producing company from claims concerning the breach of sub-contracting agreement.

Licenses and permits

  • Analysis of documents issued on the results of inspections of environmental testing, checking the legality of administrative responsibility for the lack of environmental permits; checking the validity of the claims of the Department of Ecology on compensation for damage to the environment; making recommendations on protecting the interests of the client further;
  • Preparation of Memo on the verification of all licences, approvals, and permits from state agencies necessary to implement the oil operations of the client;
  • Obtaining an investor visa for the head of an oil company;
  • Obtaining a licence for oil and gas for a major oil company.

Intellectual Property

  • Preparation of the Memorandum on the compliance of the Agreement on technology licences with Kazakhstan legislation in the area of intellectual property;
  • Provide a legal analysis on the compliance of the Agreement on technology licenses with legislation in the area of intellectual property;
  • Provide an indication of the risks associated with the detected inconsistencies and proposals for their elimination.

Legal Entities Registration

  • Registration of a subsidiary limited liability company for a major Canadian corporation in the state bodies of Kazakhstan; preparation of foundation and other corporate documents; production of seal; opening a bank account;
  • Preparation and legal analysis of statutory and other corporate documents for the corporate registration of a branch of a major Russian company;
  • Preparation and legal analysis of documents necessary for registration of leadership changes, notifying government authorities of a change of leadership;
  • Registration of changes and additions to the constituent documents of a subsidiary limited liability company, a large foreign company, in connection with the change of the head; duly notified of the change of leadership;
  • Preparation and legal analysis of statutory and other corporate documents for the corporate registration of joint venture companies of Kazakhstan and the Netherlands;
  • Preparation and legal analysis of statutory and other corporate documents for the corporate registration of a subsidiary limited liability company of a major foreign company;
  • Registration of changes and additions to the constituent documents of the limited liability company due to a change of registered office; preparation of documents; registering with the government agencies;
  • Registration of a subsidiary limited liability partnership for a major Chinese company with the state bodies of Kazakhstan; preparation of constituent and other corporate documents; production of seal; opening a bank account;
  • Registration of a Representative of a major Chinese mining company with the state bodies of Kazakhstan, the preparation of constituent and other corporate documents; production of seal; opening a bank account.

Name Position Contacts
Almat Daumоv Partner, Head of Natural Resources Department, Representative GRATA International (Moscow) Inquire
Bakhodir Jabborov Managing Partner Inquire
Baizhan Bekzhanov Partner Inquire
Samat Daumov Managing Partner, Branch Director Inquire
Nurbol Kissembayev Partner, Branch Director Inquire
Maksim Burak Partner, Head of Subsoil Use Department (Astana) Inquire
Kanat Seidaliev Partner, Office Director Inquire
Zaira Kaysar Partner, Branch Director in Atyrau and Aktobe Inquire
Yevgeniy Gorokhov Senior Lawyer of Dispute Resolution Department, Attorney at law, GRATA International (Moscow) Inquire
Yerbolat Yerkebulanov Partner, Head of Subsoil Use Department (Almaty) Inquire
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Key contacts

Almat Daumоv

Partner, Head of Natural Resources Department, Representative GRATA International (Moscow)

Moscow, Almaty

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