Experience

Telecommunication Experience:

• Preparation of memorandum regarding legal issues related to financial indebtedness of a Kazakhstani bank vis-a-vis creditors and providing an option under restructuring package for a world leading provider of new generation’s telecommunication network;
• Advising a leading global provider of telecommunications equipment and mobiles regarding tax risks while entering into consortium with another company;
• Preparation of memorandum for a  leading global provider of telecommunications equipment and mobiles regarding law enforcement for the international commercial disputes settlement in Kazakhstan;
• Advising  a  leading global provider of telecommunications equipment and mobiles regarding risks to enter into contractual arrangements with offshore companies;
• Preparation of memorandum for telecommunication company implementing constructions related to legal issues in connection to optical cables and status of optical cables as strategic objects under Kazakhstan legislation;
• Preparation of memorandum on the risks and consequences which might arise for a telecommunication company operating without a licence;
• Obtaining of a licence in communication field, a construction licence and providing a legal support for reissuance of a construction licence for a telecommunication company;
• Consultation on customs issues, legal support for customs audit for a large international telecommunication company;
• Representation of a large international telecommunication company’s interests in the Finance Police regarding tax avoidance issues; and
• Preparation of memorandum for a telecommunication company regarding labour issues under laws of Uzbekistan.

Transport Experience:

Aviation Experience:
1. Aviation finance and leasing;
2. Licensing and permits;
3. Competition and regulatory;
4. Dispute resolution and mediation;
5. Insolvency and restructuring; and
6. Taxation.

Our representative deals:

• Advising a leading German bank on the sale of two aircrafts to the Ministry of Transport and Communications of the Republic of Kazakhstan, preparing legal opinions, advising on the tax structure of the sale, regulatory aspects and other matters;
• Advising international consultants on aircraft leasing and financing in Kazakhstan;
• Advising international consultants on an aircraft’s engine leasing in Kazakhstan;
• Advising on sale of Bombardier aircrafts from International seller to Kazakh state company, preparing legal opinions, advising on tax structure of the sale, regulatory aspects and other matters;
• Advising on the proposed structure of leasing helicopters by a Swiss national entity including tax, regulatory and finance issues. Advising on the security structure and security enforceability in Kazakhstan;
• Advising a US aircraft lessor of commercial aircrafts to airlines worldwide on the leasing of an aircraft to a Kazakhstani company, providing assistance with leasing documentation under Kazakh law;
• Representing the branch office of a major international airline in the court of law against state agencies and passengers;  
• Advising on the proposed acquisition by an international air company of another international airline including tax and regulatory issues;
• Advising a potential buyer, a major European airport, on the proposed acquisition of Almaty International Airport. Providing regulatory advice under Kazakh law, advising on the strategic objects regime, transaction structure, corporate matters and risks;
• Advising a major Kazakhstani airline on a dispute with an international company over a lease of six aircrafts and resolving the matter by way of mediation;
• Advising an airline in relation to an aircraft crash investigation and aspects of Kazakhstan law;
• Advising a large US investment company on the financing of a sale of aircrafts to an Azerbaijan aviation company, advising on security documentation, providing regulatory advice under the laws of Azerbaijan and participating in negotiations with state bodies;
• Advising a large US/UK investment company on financing of a lease (mortgage) of an aircraft to AZAL under the laws of Azerbaijan. Conducting due diligence, drafting transactional documentation, attending negotiations with lessees, state bodies and providing a legal opinion under the laws of Azerbaijan; and
• Advising a US multinational company on various Azerbaijan real property, security, pledge/mortgage, and tax law issues with regards to the potential financing of an Azerbaijan aviation company to purchase/lease aircrafts.

Publication: Legal Aspects of Aircraft Leasing in Kazakhstan

Shipping Experience:

• Advising on the enforceability of marine foreign mortgages in Turkmenistan and the registration procedure of a bareboat charter flying the flag of Turkmenistan;
• Advising on financing the construction of the ships of a Kazakh company by the international development bank;
• Advising on bareboat charter and a sale and purchase agreement;
• Registration of ships with the state ships’ register and the bareboat register;
• Obtaining the authorisation to display the flag of the Republic of Kazakhstan;
• Obtaining a permit on onshore works;
• Advising on the state ships’ register and the bareboat register;
• Obtaining a permit for the construction of ships;
• Obtaining a permit on the Volgodon canal;
• Ship mortgage registration;
• Release from mortgage and sequestration; and other legal issues related to the ships, sailors and offshore infrastructure.

Infrastructure and Construction Experience:

PPP Experience:

• Advising a concessioner of the Aktau International Airport on tender documentation, negotiation and signing of a concession agreement and EPC contract.
• Advising a potential concessioner of the Astana - Karaganda highway in in negotiations with the Grantor regarding the concession documents, reviewing, commenting and advising on tender documents and tender participation procedures, preparing concession documents for the tender bid on behalf of the client, reviewing and advising on a concession agreement.
• Advising a potential concessioner on legal issues related to PPP (land transfer and lease agreements, licences, performance bonds and a parent company guarantee, issuance of infrastructure bonds, financing issues, creation of an SPV, direct agreements with lenders and shareholders, bankability issues). Advising on an exchange rate mechanism and risk sharing mechanism, security issues;
• Advising the EBRD on a loan agreement in relation to the rehabilitation of the water and wastewater system in Aktau, Kazakhstan to the value of 1.2 billion Tenge, which is equivalent to approximately 5.8 million Euros. The objective of the project is to enable the relevant local authorities to increase the efficiency of water operations in the region, so as to equip the city with the municipal infrastructure.
• Advising a Korean consortium on financing a project to build, own and operate a thermal electric power plant in central Kazakhstan. We advised the client on taxation, antitrust, currency, tariffs, choice of applicable law, dispute resolution, possible remedies and termination issues and on signing the bilateral investment treaty.
• Advising a Korean development bank in financing a project to build, own and operate a new combined fired power plant in south Kazakhstan. We are representing the client in negotiations with the local government and structuring the transaction.
• Advising an international development bank on financing the reconstruction of a state district power plant. Advising an investment company in relation to the rehabilitation and modernisation of the Semipalatinsk heating system. We advised the client on anti-trust issues, financing at a regional level, due diligence of assets, environmental laws and currency issues.

Seminar: PPP in Kazakhstan: Investment Climate and Legal Regime

The professional experience of Saniya Perzadayeva, the Head of the TTCI Department, also includes:

• Advising the Ministry of Transport and Communication of the Republic of Kazakhstan on development of an implementation strategy for PPP roads projects 2008-2009.  Together with other governmental advisers we worked on development of key project parameters and requirements for the bidders, development of a feasibility study for projects, assisting in organising the tenders, drafting the concession agreement and negotiating the main terms of the concession agreement with potential bidders on construction of the Almaty Main Ring Road (65 km), reconstruction of Astana-Karaganda highway, reconstruction of Almaty-Kapshagay highway, reconstruction of Almaty-Horgos highway.
• Working on a concession to develop, reconstruct and operate one of the major airports in Russia. Under the PPP Agreement, the project company would acquire the right to develop, reconstruct and operate the airport for a period of 30 years, at the end of that period the airport would be transferred back to the City. The proposed transaction contemplates loan facilities by the development banks to the project company in an aggregate amount up to 500 million Euro.  Saniya Perzadayeva worked as a counsel on several legal issues including project agreements, financing agreements, regulatory, corporate, budgetary and other authorisations, various security arrangements, inter creditor arrangements and direct agreements. 
• Working on a preliminary stage of negotiating the financing, construction and toll-based operation of 15-58 km of the Moscow - Saint-Petersburg highway on behalf of the development bank. Several legal issues in connection with the security documents, EPC contract, insurance and reinsurance, inter creditor agreement were considered.