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.

Subsoil Use

• Providing blue chip Russian company with consultations concerning acquisition of large coal assets and the subsoil use right in the Republic of Kazakhstan (conducting of a complex legal due diligence), consultation regarding transaction structure, drafting of the sale and purchase contract, obtainment of the permission from the competent body and waiver of state’s pre-emption right);
• Providing the international oil company with consultations concerning prospective acquisition of the largest Kazakhstani oil field, preparation of memorandums;
• Providing a big international company with consultations concerning possible acquisition of the oil company having assets in Kazakhstan, including conduction of a complex legal due diligence;
• Providing a big Korean mining company with consultations concerning possible acquisition of the several Kazakhstani mining companies, including conduction of a legal audit, drafting of contracts, preparation of memorandums and legal opinion;
• Participation in negotiations with JSC EP "KazMunaiGaz" concerning transfer of marginal oil fields;
• Drafting of subsoil use contracts concerning coal deposits for the large Kazakhstani holding, adjustment with working groups, registration, preparation and the adjustment of amendments and additions to the subsoil use contract;
• Providing one of the foreign participants in the production sharing agreement with consultations concerning amendment of the work programme and procedure of procurement of goods, works and services under the subsoil use contract;
• Legal assistance in signing of the subsoil use contracts by the group of Kazakhstani iron ore companies;
• Providing blue chip group of the Russian companies with consultations in carrying out a transaction on sale of Kazakhstani gold ore companies concerning obtainments of the consents established by the Kazakhstani subsoil use legislation;
• Providing Russian law firm with consultations concerning requirements on obtainment of the competent body’s consent and state’s pre-emption right waiver for Eurobonds issuing by the parent company possessing an oil asset in the Republic of Kazakhstan;
• Providing big Chinese oil company with consultations regarding acquisition of the Kazakhstani subsoil user concerning requirements of the subsoil use legislation of the Republic of Kazakhstan;
• Providing the biggest uranium company with consultations regarding subsoil use issues in passing from exploration stage to production;
• Preparation of the legal opinions concerning a transfer of shares in a subsoil user (a uranium company) and issues regarding status of the shares in such company as strategic objects in accordance with the legislation of the Republic of Kazakhstan;
• Providing one of the largest Kazakhstani uranium company with consultations on subsoil use issues and costs reimbursement;
• Providing international law firms with consultations concerning the issues on obtainment of the state’s pre-emption right waiver for purchasing of subsoil use right and/or participation shares in the legal entity as well as obtainment of permission on transfer of subsoil use right from the Ministry of Energy and Mineral Resources, Ministry of Oil and Gas or Ministry of Industry and New Technologies;
• Preparation of legal opinion for the Kazakhstani oil company concerning operation of abandoned oil wells;
• Providing the international bank with consultations concerning re-pledge of subsoil use right within the framework of refinancing of the Kazakhstani oil company;
• Providing a Kazakhstani service company with consultations concerning pledge of the drilling equipment;
• Preparation of memorandums and legal opinions for the international law firms and large Kazakhstani subsoil users and their shareholders concerning transfer of subsoil use right and/or shares (participation interest) in legal entities possessing subsoil use rights;
• Providing Kazakhstani subsoil users and large foreign suppliers with consultations concerning local content matters in subsoil use area.

Real Estate

• Drafting an agreement for sale and purchase of a land plot for construction of a five star hotel in South-Kazakhstan region for the biggest company owns a worldwide hotels chain;
• Drafting an agreement for sale-purchase and pledge of land plots within the framework of the seaport construction project;
• Assist to local companies in issues on registration of title to immovable properties including registration of encumbrances.