Mergers and acquisitions are effective tools for managing the strategy of a company's growth and for solving a broad range of problems, including: geographically expanding a company's target market; widening the product range; and a company's vertical integration. The planning and implementation of such transactions rely on providing due diligence of the target company, and analysing the structure of the deal and its associated risks.
We will provide full legal support for deals on the merger and acquisition of companies. With extensive experience, we can provide a thorough and objective legal analysis of a company's activity, with focus placed on determining the legally relevant consequences and the risks of the deal. Our experts will prepare all the necessary documentation, including competently drafting a contract and protecting the interests of our client during negotiations. You can also trust us to observe the priority right of purchase, obtain all necessary approvals (from the company's management, the state authorities and creditors, if required by law) for the sale and/or purchase, and carry out the company's re-registration.
For the period of 2007 -2008 we have provided services to 38 clients for their 63 M&A related projects in Kazakhstan. In total we supported Kazakhstan’s M&A completed transactions for more that USD 80 mln. We continue legal advising to ongoing projects related to M&A in Kazakhstan for more than USD 236 mln.
GRATA has significant experience and expertise in acting on complex, high-value, cross-border work as well as a range of smaller transactions. We operate by bringing together international experience and local knowledge. Over the last few years, we have worked on the following projects:
- Assistance in making of Kazakh anti-trust filing for acquisition of one of largest generic drug company worldwide.
- Advising of major Indian bank Punjab National Bank on acquisition of control stake in Kazakh Dana Bank.
- Due diligence of leading international generic manufacturer.
- Advising a major sovereign wealth fund on the acquisition of LSE listed shares of the large Kazakhstan oil & gas company.
- Advising a leading international bank on its proposed acquisition of commercial bank in Kazakhstan, including conducting of due diligence of the target.
- Advising a major financial bank on antitrust matters of acquisition of Russian investment company.
- Advising Chinese engineering corporation on potential acquisition of stake in Kazakh science institute, including conducting of full due diligence and advising on antimonopoly matters.
- Acting on the acquisition of 2 large Kazakhstan telecommunication companies by the Kazakh investment holding.
- Advising of an international FMCG producer on acquisition of minority stake in Kazakh beverage company.
- Conducting of due diligence of Kazakh large petrochemical company.
- Conducting of due diligence of West-Kazakhstan oil &gas company.
- Advising a large international oil company on its proposed acquisition of an oil company with substantial assets in Kazakhstan (ongoing project).
- Conducting due diligence for a large Asian company in relation to the purchase of the shares of an international energy corporation (ongoing project).
- Conducting due diligence on behalf of a potential buyer (large European bank) regarding the acquisition of a top twenty bank in Kazakhstan (ongoing project).
- Conducting due diligence for the IPO of a major mining and minerals company in Kazakhstan (ongoing project).
- Advising a large Indian corporation on the proposed acquisition of a Kazakh oil company. The transaction included conducting of due diligence.
- Advising a leading Korean Kookmin bank on its acquisition of 30% share in Bank Center Credit for $634 millions, including conducting of detailed due diligence, revising and commenting on SPA and SHA agreements, and advising on the disclosure process and consulting on various other legal matters.
- Advising a large Asian telecoms company in relation to the purchase of shares of a large Kazakhstan national telecoms provider.
- Conducting due diligence on behalf of large Chinese telecom company regarding the acquisition of two telecoms providers in Kazakhstan.
- Acting on the US$100 million proposed acquisition of a Kazakh bank by a London-based Bank, including the conduction of due diligence.
- Preparing a due diligence report for the fixed assets of a company in Kazakhstan.
- Advising a large US oil company on its proposed acquisition of a Kazakh oil production firm.
- Advising a leading Hong Kong gold mining company on the acquisition of a local gold mining company.
- Obtaining permits from the Kazakhstan anti-trust authorities for various acquisitions.
- Advising a Kazakhstan oil company on its proposed acquisition by the Korean National Oil Corporation.
- Advising an international metals producer in relation to the proposed acquisition of a large oil company in Kazakhstan, including conducting due diligence.
- Conducting due diligence for the global oil services.
- Conducting due diligence for a large Russian law firm.
- Conducting due diligence for one of the leading export-import banks in China.
- Advising an international oil company on the proposed acquisition of a large Kazakhstan oil field.
- Conducting due diligence for and advising a major Italian bank.
- Acting for a leading international bank in relation to the proposed acquisition of shares in Kazakhstani bank.
- Advising of a UK mining company on its acquisition of a gold deposit in Kazakhstan; conducting due diligence and drafting SPA.
- Advising local oil company on its acquisition by a Canadian international oil company, including performing due diligence and drafting SPA.
- Advising a large international oil company on its proposed acquisition of an oil company with substantial assets in Kazakhstan; performing due diligence.
- Advising a Kazakhstani private mining company on the potential joint venture and further development alone with a large Korean company of a large copper and nickel deposit in Kazakhstan.
- Advising a large Korean mining corporation on its acquisition of several Kazakhstani mining companies, including conducting of due diligence, drafting of documentation, preparing of legal memorandums and formal legal opinions.
- Advising of Russian mining company on its acquisition of Kazakhstani coal company.
- Advising a large Asian mining company in relation to the acquisition of shares in a Kazakhstani mining company.
- Representing interests of Kazakhstan’s largest gold producer in selecting potential investors, raising investment capital and establishing joint venture.
- Advising one of the largest Kazakhstani mining companies on the rights of minority shareholders.
- Advising one of the largest mining and metals companies in Kazakhstan on a wide range of corporate and labour issues.
- Consulting and providing other legal services to a large international aluminium producing company.
- Advising a large international bank on the financing of a $300m aluminium reprocessing project.
- Conducting due diligence for a manufacturing company in Western Kazakhstan.
- Acting as a consultant to the Government Working Groups in negotiations leading to the conclusion of subsurface exploration and production contracts.
- Representing interests of Kazakhstan’s largest zinc producer to the Government bodies in the course of formulating, discussing and approving amendments to the laws, regulating mining activities.
- Providing legal services to a leading European bank on trade and customs regulations and on processing and exporting gold and precious metals.
- Consulting U.S. company on privatising a large Kazakh mining company.
- Providing full assistance in preparation of contract documentation for the trust management of the Government block of shares in a Kazakh mining company and consultancy with regard to its operations.
- Preparing memorandums and legal opinions on merger control notification requirements in Kazakhstan for a large Germany company.
- Advising underwriters of an IPO in Great Britain and Kazakhstan of the Eurasian Natural Resources Corporation for $2.6 billion.
- Advising a major Australian uranium mining company on its acquisition of a leading Kazakhstani nuclear company.
- Facilitating shares and shareholding interest sale and purchase transactions, including the sale and purchase of assets, property complex for one of the major European insurance companies.
- Assisting in transactions related to the reorganization of a large Oil and Gas Company in Western Kazakhstan.
- Providing legal consultations for over 10 years for a major international oil company under two productions sharing agreements.
- Drafting memorandums and legal opinions on issues of shares and shareholding interest sale and purchase.
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Under the Polish law, a foreign entrepreneur may, based on the reciprocity principle, set up its branch in the Republic of Poland. The scope of the branch's activity may include only the activity that is performed by the entrepreneur in the country of its incorporation.
In generally, the relationship between a landlord and a tenant is governed by a contract. That contract is referred to as the lease. A lease is an agreement between the landlord and the tenant in which the landlord agrees to allow the tenant to occupy a building or a piece of property owned by the landlord generally in return for the payment of periodic rent. Any issues relating to landlord/tenant law must initially be looked at in terms of what the lease calls for as to the respective rights and obligations of two parties.
New Law on National Payment System, dated 31 May 2017, shall become effective from 1 January 2018. The importance of the new law is an integrated payment system launch between the Central Bank, commercial banks, legal entities, other financial institutions and individual customers. As result of the law enactment, the Central Bank will be able to control all payment transactions of all participants of Mongolia financial market.
As the Central Asia’s largest and richest country, Kazakhstan has a lot of natural advantages for the development of renewables, including 3,000 hours of solar radiation a year and the average annual wind speed of nine meters per second in some parts of the country.
GRATA International has been recognised for its Deal of the Year 2017 by China Business Law Journal.
The insurance market in Kazakhstan is mainly regulated by two legal acts, namely, the Civil Code of the Republic of Kazakhstan dated 27 December 1994 (the “Civil Code”)and the Law of the Republic of Kazakhstan “On Insurance Activity” No.126-II dated 18 December 2000 (the “Insurance Law”).
Gulnur Nurkeyeva gave a speech on "The Second Global Law Firm Cooperation Forum and Lawyers' Private Advisory Board Conference" in Beijing on May 9, 2018 hostet by Beijing DHH Law firm.
On 23-25 April, the English Law Summit was held in Astana and Almaty, where GRATA International Law Firm took an active part.
The President of Kazakhstan, Nursultan Nazarbayev, signed, on 28 December 2017, the Law No. 128-VI on Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Issues of Information and Communication (‘the Law’). Marina Kahiani and Lola Abdukhalykova, Partner and Associate at GRATA International, provide an analysis of the obligations under the Law, including user identification, data retention and data localisation provisions, applicable for telecommunications operators and website operators.
Kyrgyz law identifies insurance activity as an activity of organisations that have a license to provide services to individuals and legal entities for premium services, the subject of which are contractual specific obligations of the insurer in the event of an unknown event, with the distribution of risk among a large number of persons exposed to such a risk, calculated on the basis of the principle calculation of large numbers.
The Law on Advertising (2002) and Law on Medicines and Medical Devices (2010) are main laws to regulate advertising of medicines in Mongolia.
GRATA International law firm was appointed as a Member of the AIFC Court (the "Court") Users' Commitee and the International Arbitration Center (the "IAC") Users' Committee.
The rapid development of the energy sector in the Republic of Kazakhstan forced the state to actively focus on creating conditions for the use of renewable energy sources. EXPO-2017 have become an additional incentive for the development of renewable energy projects. However, the renewable energy sector is, relatively young in Kazakhstan and there are a number of issues that need to be discussed. Some of them we would like to discuss below.
As it is known, Kazakhstan adopted a new Code on Subsoil and Subsoil Use dated 27 December 2017 (“Code"), which comes into force on 30 June 2018.
On 19 April 2018, Yerbolat Yerkebulanov, partner of GRATA International (Subsoil Use Dept.) spoke on “Novelties in the Subsoil Code for Petroleum Subsoil Users”.”
GRATA International secured its position in Legal 500 EMEA 2018 rankings across 8 countries – Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Russia, Tajikistan and Uzbekistan.
Uzbekistan is becoming more open to investment and foreign investors. Only in the last month, two more free economic zones were created.
In Uzbekistan, starting from June 1, 2018, licenses will be issued for an unlimited period, except for those related to drug trafficking, psychotropic substances and precursors, as well as cellular communication, radio and television broadcasting. This is stipulated by the decree of the President of Uzbekistan Shavkat Mirziyoyev from 11.04.2018 No. PD- 5409, on the reduction and simplification of licensing and permitting procedures.
National Project Management Agency under the President of the Republic of Uzbekistan prepared a draft concept on radical reform of the tax system. The document envisages reducing the tax burden, the VAT rate, unification and cancellation of a number of taxes and mandatory payments, as well as measures to improve tax administration.
Insurance functions as a tool to optimize financing process of recovery of the resources lost as a result of random events and by this insurance considerably decreases financial load to the budget of the state. Insurance aids to avoid also such serious macroeconomic problems as the growth of the public expenditures and the budget deficit which is an inflationary factor. The subject of the current state and development of the insurance market in Uzbekistan remains relevant today.
In Russia, on the participant of legal relations is entrusted serious risks associated with the manifestation of due diligence and prudence, which are often a condition for the subsequent protection of rights before state bodies and courts, including in disputing transactions.
This is related to the Decree No. 7 as well. The Government has recently shortened the list of construction activities subject to “attestation” (it is like certification, but different from the previous news item). A lot of “simple” construction works were eliminated from the list, like design works, doors and windows installation etc. So a lot of small construction companies that perform just internal works will be able to perform their activities without the special certificate. This is mostly interesting for the companies whose special certificate is going to expire soon. You do not need to prolongate it.
Long can we talk about the innovations of the Decree No. 7. In this month we would like to describe the simplified certification procedure for works and goods, as the new documents in this sphere were adopted in March. They are not fundamental, however, they make the procedure easier, more comfortable for the applicant.
Kaisar Yegizbayev is a lawyer at the Tax law department of GRATA International. He gave a guest lecture to Caspian University students on the 'BEPS. OECD actions against aggressive tax planning'.
On 27 December 2017, Kazakhstan adopted a new Code on Subsoil and Subsoil Use for mining companies (the “Code”) to come into force six months after its official publication. The Code will replace the current Law on Subsoil and Subsoil Use dated 24 June 2010 save for a limited number of provisions applicable to those subsoil users that will keep their subsoil use contracts without transitioning to relevant subsoil use licences.
From 23-25 April 2018 the English Law summit, organised by the Law Society (UK) in partnership with the Bar Council (UK), the UK Ministry of Justice and the British Embassy in Astana will take place in Astana and Almaty.
At the Pharmaceutical Forum of the EAEU and CIS countries held in Moscow in late February 2018, the Director of the Department of Technical Regulation and Accreditation of the Eurasian Economic Commission (EEС) said that the full-scale work on registration of medicines using the unified information system of the Eurasian Economic Union (EAEU) will start upon its launch scheduled on the first half of 2018. Currently, the integration segment of this system is ready, and the work to prepare national segments in each state of the EAEU is underway. Representatives of the regulatory authority of Kazakhstan reported that the first applications for registration of medicines under the unified EAEU rules had already been submitted, and representatives of the Belarus regulator confirmed their readiness to accept such applications.
On March 1, 2018, changes in The License Conditions for the Implementation of Economic Activities for the Production of Drugs, Wholesale and Retail Trade of Drugs, and the Import of Drugs (other than Active Pharmaceutical Ingredients) in the part provided for in the Decree of the Cabinet of Ministers of Ukraine No. 929 dated November 30, 2016, will come into force.
The List of Drugs Prohibited for Advertising, Which Are Released Without a Prescription with amendments added in accordance with the Order of the Ministry of Health of Ukraine № 1408 (dated February 14, 2017) comes into force on February 16, 2018.
On January 18, 2018, The Law of Ukraine "On feed safety and hygiene" No. 2264-VIII dated December 21, 2017, was signed by the President of Ukraine, and returned to the Parliament of Ukraine. The Law will come into force in stages until fully in 2020.
The Resolution of the Cabinet of Ministers of Ukraine "On Amendments to Decrees of the Cabinet of Ministers of Ukraine No. 725 dated August 25, 2010, and No. 1107 dated October 26, 2011" came into force on February 8, 2018.
On February 7, 2018, the Cabinet of Ministers of Ukraine adopted a decision "On Approving the Procedure for Using Funds Provided in the State Budget to Implement Measures to Ensure Domestic Production of Coal Products and Further Reforming the Public Sector of the Coal Industry."
On February 7, 2018, the Decision of the Cabinet of Ministers of Ukraine came into force.
The Decision of the Cabinet of Ministers of Ukraine from December 27, 2017 No. 1064 was amended in:
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