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Our team of highly-qualified lawyers is ready to provide excellent and reliable legal services on any issues of corporate law and in the most difficult cases.

Incorporation

Correctly choosing the type of legal entity under Kazakhstan law (LLPs, joint-stock companies, public associations etc.), clearly defining the rights and obligations of each founding member and valid state registration are the pillars of good company conduct.

We will provide qualified help in incorporating companies, as well as registering branches and representative offices and a range of other services, including:

drafting the foundation documents;
performing the state registration of the legal entity, branches and representative offices, and also obtaining all appropriate certificates and receipts from the state authorities;
registering currency transactions, on the investment by non-residents in a company's charter capital;
granting of a legal address;
registering the issue of shares and preparing and obtaining state approval for the statement of the prospective issue of shares for a joint-stock company;
providing legal support for the distribution of shares and obtaining state approval for the results' report.

Corporate Changes

Changes to a company's internal structure, membership, company's name and charter capital require amendments to corporate and foundation documentation, and, if required by law, the re-registration of your company.

For due registration of corporate changes, our lawyers provide the full spectrum of legal services, including:

convocation and carrying out of general meeting of participants (shareholders) or other authorised bodies, and also drafting of the meeting's minutes;
observance of the priority right of purchase of shares in company (in case of sale of a share to a third party);
preparation of changes and additions to the company's foundation and other internal corporate documents;
re-registration of the company and notification to the state authorities about changes to the foundation documents.

Merger and Acquisition

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.

Defence against Hostile Takeovers

Hostile takeovers are another reality of the modern market and frequently take companies' managements unawares. However, hostile takeover schemes are well-understood and consequently, although unpleasant, the process is predictable and manageable under certain conditions.

To minimise the risk of hostile takeovers, GRATA provides the legal services to help develop and carry out a range of actions to protect your company, specifically for each case:

developing a strategy for protection;
analysing and updating corporate documentation, and optimising the business structure;
providing proper protection of assets and shares in the charter capital;
controlling account receivables;
performing other activities directed at protecting you from the aggressor's legal and other actions.

Restructuring and Creation of Holdings

For growing companies, especially those that operate in several industries and regions, business restructuring is of particular importance. The key aims of restructuring are risk minimisation, tax optimisation, the introduction of the best possible management system, and monitoring.

Taking into account a company's activities, its taxation and other essential factors, GRATA's highly-qualified specialists in issues of restructuring will help you develop an effective corporate structure. Thanks to GRATA's continuous communication with international legal firms, we can help create international holding structures.

Corporate Governance

When entering foreign markets and facing the need to become increasingly transparent, companies inevitably must introduce the strict regulations and management standards of accepted international practice. Good corporate management improves a company's reputation and raises its investment appeal and the degree of confidence among its shareholders and creditors. One of the most effective tools for corporate good conduct is a company's drafting and acceptance of internal documents establishing the provisions of corporate management, the order of mutual relations between different elements of the management structure, and the correct and functional duties of the company's bodies.

Our firms' qualified experts will advise on all issues of corporate management, assist in developing the code of corporate management and other internal regulations, and help draw up the necessary reports for shareholders, investors, partners and other interested groups.

Antitrust Law

The need for qualified legal aid in the field of antitrust law is the result of the specific legal status of monopolists and market leaders. Moreover, certain transactions made by other market participants become subject to the regulation of antitrust law and demand the approval or notification of the relevant authorities.

With extensive experience in this field, GRATA provides legal support for the activities of monopolists and market leaders, including settlement of mutual relations with consumers, suppliers, competitors and the state authorities, and also protecting our clients' interests in the field of tariff regulation. We will help your firm obtain the necessary approvals of the appropriate authority on the conclusion of deals, should the price exceed the amount established by law.

Liquidation

Liquidation is a difficult and long procedure which is faced by many legal entities. We offer our clients full legal support in the event of liquidation, including preparing the necessary documentation and announcements for bankruptcy procedures, observing all legally significant formalities, and representing our clients before the state authorities and in court. Close cooperation with the auditors carrying out financial and tax liquidation support adds completeness to the services provided by us.

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