Commercial Transactions

Commercial Transactions

Taking into account your interests and the statutory requirements, our experienced lawyers are ready to assist in drafting an optimal contract and glad to accompany you in negotiating with contractors. When a number of interrelated transactions are required to be carried out, our lawyers will professionally assist in structuring a transactional scheme which is tailored to achieve your commercial targets and offers ideal scenario for project implementation to avoid any potential legal risks.

Contract Registration

We will be glad to represent your interests in state authorities in issue regarding approval and state registration of contracts and other accompanying documents when it is required by law (subsoil use contracts, real estate deals, international business transactions related to capital movements and other deals).

Legal Examination

We will be glad to perform detailed legal examination of a contract on compliance to determine whether it meets the legal requirements and your interests; to reveal and optimize legal ramifications, including carrying out due diligence of your contractor and legal assessment of a target (for potential encumbrances or priority liens, risk of foreclosure etc.). As a result of our examination, our qualified lawyers will issue a report or memorandum including our comments, as well as our recommendations on amendments to the contract to ensure you can avoid adverse consequences.
Legal examination can be conducted within M&A transactions, financing as well as internal check.

Contract Termination

We will also be glad to assist you accurately to amend, dissolve, or prematurely terminate a contract while keeping your losses to a minimum and taking into account all the peculiarities of contractual relationships under local laws.

Advising on other issues

We also advise on the following issues:

• Participation in procurement, including preparation of a bid with respect to its compliance with the requirements of tender documentation, as well as requirements of the legislation of the Republic of Kazakhstan;
• Marking, packing, labelling of goods;
• Import of equipment, including medical;
• Lease of variety types of equipment, aircrafts;
• Pseudo-entrepreneurship;
• Advertisement, etc.

Recent Experience:

Commercial transactions

• Advising domestic production company on buildings and railway wagon lease agreement, covering risks of pre term terminations of such agreement;
• Drafting trilateral supply agreements, as well as distribution agreements for major suppliers of food products and household wares (3М, Nutricia, DLA Piper, Mayer Brown, Danon, Metro Cash & Carry, Benetton, Procter, Motorola, Tupperware);
• Participation in structuring of heating station construction deal;
• Drafting agreement on insurance broker service rendering for international company in sphere of IT technology;
• Advising Kazakhstani holding company on pre term termination of lease agreement of one of the largest hotel in Almaty;
• Advising international company regarding issues of import of palm oil in Kazakshstan;
• Participation in drafting EPC contract on construction of Kazakhstan-China pipeline together with one of the international law firm;
• Advising Russian supplier of agricultural equipment on issues of leasing of equipment, transferred to Kazakhstani company;
• Advising Kazakhstani company which is an official distributor of German production vehicles on guarantee execution issues;
• Drafting EPC contract of gas processing station;
• Drafting agreement on lease of shopping spaces in one of the biggest shopping malls in Almaty;
• Advising Russian company on structuring and drafting agreement on establishment of consortium on  engineering, procurement, construction and putting into operation of compressor station on gas pipeline ‘Kazakhstan-China’;
• Drafting agreements on transportation and export of hydrocarbons, conducting negotiations, advising large oil company;
• Drafting agreement on processing of crude oil for one of the largest Kazakhstani Company.

Other issues of doing business in Kazakhstan

• Advising supplier of alcoholic products on risks of recognition its business as pseudo entrepreneurship;
• Advising domestic producers, as well as official distributors of international producers of food products and household wares on issues of labelling, marking and packing, as well as advertisement of such products (Derbes, Carlsberg, Canon, Johnson& Johnson);
• Advising large western oil company on export and import of oil products issues;
• Advising Bank of China together with international law firm on issues regarding  re-insurance of contractors’ risks in the process of construction of pipe line;
• Advising international bank on issues of realisation of property of Kazakhstani subsidiary due to its liquidation;
• Advising European Bank of Development on issues regarding  participating in public procurement;
• Advising large international company on issues of arming supply for Ministry of Defence of the Republic of Kazakhstan, drafting agreement, advising on issues regarding organisation of state defence order;
• Participation in arbitration proceedings on issues regarding execution by large Italian logistics company of its obligations under contract of carriage;
• Advising large international law firm on issues of validity and claiming under guarantee, issued by one of the largest Kazakhstani uranium company;
• Advising international consultants on issues regarding realisation of strategic objects of telecommunication companies;
• Advising Kazakhstani company and participation in negotiations with international partners on establishment of joint ventures for realisation of project on construction of artificial islands in Caspian sea in order to conduct oil operations.
• Advising international producer of agricultural fertilizers on issues of its import and usage on the territory of the Republic of Kazakhstan.

Legal Due Diligences

Financing projects

• Legal evaluation of SBS Steel for credit line from Development Bank of Kazakhstan within the framework of the project on construction of unique metallurgical complex, consultation on development of the transaction structure, etc.;
• Legal evaluation of a large Kazakhstani company within the framework of financing by the Eurasian Development Bank of the “Organization of Woodworking Industry in the Republic of Kazakhstan” investment project;
• Conducting a Due Diligence of a Kazakhstani company within the framework of financing by the Development Bank of Kazakhstan under the project on export of liquefied petroleum gas.

M&A transactions

• Conducting a Due Diligence of a Kazakhstani subsoil user holding for the acquisition by a foreign investor of 100% of its shares, participation in development of structure of a transaction;
• Conducting a Due Diligence of the biggest Kazakhstan telecommunication companies;
• Conducting a Due Diligence of the biggest company possessing oil and gas assets in Kazakhstan within the framework of acquisition by the Chinese investor of 49%;
• Conducting a Due Diligence of the blue chip international gold ore holding within the framework of IPO;
• Conducting a Due Diligence of a big local producer of mayonnaise products;
• Conducting a Due Diligence of the major supplier and official distributor of alcoholic products;
• Consultation within the framework of the chemical-hydrometallurgical plant;
• Conducting a Due Diligence of the Kazakhstani gold ore company in the purpose of subsequent sale of the rights under the subsoil use contract;
• Consultation of a big international law firm on acquisition of the controlling parcel of shares in a Kazakhstani company implementing the project on construction of the integrated gas chemical complex, conducting a Due Diligence of the Kazakhstani company.

Internal Audit

• Conducting a Due Diligence of the Kazakhstani subsoil user for the Russian shareholders within the framework of confirmation of the status of the rights under the subsoil use contract;
• Conducting a Due Diligence of contracts on procurement of the goods, works and services within the framework of fulfillment of obligations under the subsoil use contract by the Kazakhstani uranium company with respect to observation of procurement procedure established by the legislation of the Republic of Kazakhstan.

Consulting in Aviation Field

• Providing international consultants with consultations concerning a lease and financing of aircrafts in Kazakhstan;
• Providing American worldwide airline company owns commercial aircrafts with consultations concerning a lease of the Kazakhstani company’s airplane, rendering assistance on registration of the leasing documentation according to the Kazakhstani legislation;
• Providing a big Kazakhstani airline company with consultations concerning a dispute with an international company, connected with lease of six aircrafts and settlement of the issue by intermediary;
• Drafting a public-private partnership agreement on concession of the Aktau International Airport for a large Turkish holding company.

Publications:

• Proposal on rendering services on standardization of agreements/contracts

• Invalid Transactions and Consequences of Invalidity Thereof