Commercial, corporate and M&A in Kazakhstan

Baker & McKenzie - CIS, Limited

Baker & McKenzie - CIS, Limited fields a well-established team, advising clients in the oil and gas industry on the full spectrum of M&A and related commercial and corporate work. With experience in IPOs and securitisations, as well as cross-border and local reorganisations and due diligence, the team works closely with offices across the CIS and EMEA regions. Director Curtis Masters is an expert in cross-border M&A and privatisations, while Igor Kolupayev focuses on tax and corporate matters, especially complex international corporate reorganisations.

Practice head(s):

Curtis Masters

Other key lawyers:

Igor Kolupayev

Dentons

Dentons provides on-the-ground experience in corporate and M&A transactions in Kazakhstan, supporting local and international businesses in the energy, mining, aviation and technology sectors on large cross-border foreign investment deals. New clients are predominately Russian, French and Chinese corporations investing into Kazakhstan. Managing partner Aigoul Kenjebayeva primarily handles corporate and M&A work, PPPs and corporate dispute resolution, and newly promoted partner and group head Gani Ashimkhan advises on foreign investments into Kazakhstan and cross-border M&A. Additionally, Dana Ibrayeva was promoted to senior associate in early 2020.

Practice head(s):

Gani Ashimkhan

Other key lawyers:

Aigoul Kenjebayeva; Dana Ibrayeva; Abai Shaikenov

Key clients

Air Astana JSC

TAV Havalimanlari Holding AS and Kazakhstan Infrastructure Fund C.V.

Saint-Gobain

Kcell

Valmont

Work highlights

  • Provided corporate advice to Air Astana in the run up to its IPO.
  • Conducted legal due diligence of Almaty International Airport JSC and related entities.
  • Advised a major European oil and gas company in connection with the sale of shares of the client’s local subsidiaries.

GRATA International

GRATA International has been instructed on a number of significant M&A projects and joint ventures, acting for a number of key international banks, firms and petrochemical and uranium enrichment companies. Igor Lukin is a key contact, with significant experience in leading on major M&A transactions.

Practice head(s):

Igor Lukin

Key clients

Korean National Oil Corporation

KazakhGold Group Limited

CGN Mining Company Limited

Kazatomprom

ENKA İnşaat ve Sanayi A.Ş.

China CITIC Bank Corporation Limited

Total SA

Mobile TeleSystems

Ashurst

Public JSC Freight One

Venus Concept

Chimec SpA

Work highlights

  • Advised Chimec SpA on its acquisition of a minority stake in a local Kazakh company.
  • Advised Public JSC Freight One on the local regulatory aspects of its contemplated acquisition of the controlling stake in a Russian container operator, in particular in obtaining a merger approval in Kazakhstan.
  • Advised ENKA İnşaat ve Sanayi A.Ş. on creation of a joint venture in Kazakhstan with a major local construction company.

Kinstellar LLP

Kinstellar LLP has established itself as a leading firm for first-of-its-kind corporate and M&A work, especially high-value, complex transactions including joint ventures, spin-offs, corporate reorganisations and restructurings. The Almaty office has also acted as local counsel on major financings in the renewables industry and on oil and gas projects. Managing partner Joel Benjamin is admitted to practice law in California and is a key contact; he leads the group with Adlet Yerkinbayev, who focuses on large M&A transactions and is licensed to practice law in Kazakhstan and New York. Senior associate Kuanysh Shekerbekov is also a key contact.

Practice head(s):

Joel Benjamin; Adlet Yerkinbayev

Other key lawyers:

Kuanysh Shekerbekov

Testimonials

‘Joel Benjamin combines strong local knowledge of the market and legal requirements with an understanding of what international clients need to make decisions.’

‘Joel Benjamin and Adlet Yerkinbayev are highly experienced and established leaders in the Kazakhstan and Central Asia legal market especially for cross-border M&A. Their reputation for first class work is well deserved. They are highly responsive, strong negotiators and very practical in their approach. It is always a pleasure to work with them on deals.’

‘I would recommend Joel Benjamin – for his statesman like manner and experience of the market; Adlet Yerkinbayev – for his strong legal acumen, negotiation skills and highly practical approach; and Kuanysh Shekerbekov – for his very capable transactional assistance.’

Key clients

Venus Airport Holdings B.V.

Kazakhstan Energy Reinsurance Company Ltd

Work highlights

  • Advising Venus Airport Holdings B.V. on the proposed sale of 100% of the share capital of International Airport Almaty JSC to entities representing a consortium of TAV Airports, a member of Groupe ADP, and VPE Capital.
  • Advised Kazakhstan Energy Reinsurance Company Ltd. in connection with its redomiciliation from the Bermuda Islands to the Astana International Financial Centre.

AEQUITAS

The corporate and M&A team at AEQUITAS frequently advises local Kazakh companies on listings on the London and Kazakhstan Stock Exchanges. Additionally, it has also acted on major inbound acquisitions, the establishment of Kazakh subsidiaries, and the development of important corporate legislation. The team handles the full range of M&A-related work, from due diligence to applications for the approval of transactions by anti-monopoly government agencies. Nurlan Sholanov supervises on project finance matters and is particularly well-versed in M&A and private equity issues. Natalya Braynina leads on M&A, and Yuliya Chumachenko is also a key contact.

Practice head(s):

Nurlan Sholanov; Natalya Braynina; Yuliya Chumachenko

Testimonials

‘The legal services provided by AEQUITAS have always been and remain at a decent and high professional level. Deep knowledge of their profession, speed and customer focus – all this adequately characterise the AEQUITAS team.’

‘Professional, structured approach to every project. Clear understanding of the client expectations & adaptation of the deliverable in accordance to the client needs.’

‘Very responsive and diligent. Great team and a pleasure to work with.’

‘Proactive approach, timely execution of any project.’

Key clients

Siemens LLP

The Kuwait Food Company

Marks & Spencer

Calouste Gulbenkian Foundation

Work highlights

  • Provided Siemens LLP with turnkey legal support for the local part of its reorganisation, as well as advising on other key corporate issues.
  • Advised The Kuwait Food Company on the local element of the restructuring of The Caspian International Restaurants Company LLP in connection with the change of participant from The Kuwait Food Company to Americana Holdings for Restraints LTD.
  • Acted for Calouste Gulbenkian Foundation on a transaction involving the sale of 100% of the shares in its subsidiary organisation Partex Holding B.V. to Thai state energy company PTT Exploration and Production Public Company Ltd.

Centil Law

Centil Law is active in public and private M&A, joint ventures and regulatory compliance work, particularly in the energy, natural resources and infrastructure sectors. Additionally, it has recently advised on several high-profile sovereign loans for international financial institutions and the Kazakh government. Corporate practice leader Ravshan Adilov handles M&A and joint ventures, as well as cross-border transactions, while corporate and M&A co-head Ravshan Rakhmanov focuses on upstream, midstream and downstream operations in the petroleum and subsoil sectors. Senior associate Bagzhan Zhamalova is another key name.

Practice head(s):

Ravshan Adilov; Ravshan Rakhmanov

Other key lawyers:

Bagzhan Zhamalova

Testimonials

‘A truly strong team in client service and expertise in Commercial, Corporate, Real Estate and Regulatory in local Kazakhstan law.’

‘Ravshav Adilov is absolutely recommended as a Kazakhstan law expert, a brilliant partner and lawyer, very practical and straightforward in his advice. Bagzhan Zhamalova is an excellent lawyer and strong expert.’

‘Centil’s corporate practice in Kazakhstan is highly regarded by us. The team is very responsive and is able to quickly understand and focus on the key issues. The team at Centil is very alive to client’s commercial pressures and makes every effort to ensure their advice is pragmatic and cost-efficient. The team does not compromise on quality and stands out from its competition in this regard.’

Key clients

L’Oreal

Diehl

Bacardi-Martini

General Motors Uzbekistan

Coca Cola

National Company “KazMunayGas”

Verno Capital

Molson Coors

Welltec

Teva Pharmaceutical Industries

Work highlights

  • Advised UzAuto Motors JSC on the establishment of a joint-venture partnership between AutoSanoat Invest LLP and SaryarkaAutoProm LLP.
  • Supported Forward Leasing on its entry into the Kazakhstan leasing services market.
  • Advised Allur Group on the acquisition by Chinese investors of a majority stake in the Allur Group of Companies JSC.

Morgan, Lewis & Bockius LLP

With offices in Almaty and Nur-Sultan and leveraging the firm's global network, the team at Morgan, Lewis & Bockius LLP has established itself as a 'go-to' adviser for clients in the oil and gas, power and cybersecurity sectors on all corporate and finance matters. Notably, it is experienced in high-value joint ventures, EBRD-led financings, and cross-border acquisitions. Managing partner and general director Aset Shyngyssov leads on major M&A, infrastructure projects and joint ventures, while Klara Nurgaziyeva advises on energy projects and M&A work.

Practice head(s):

Aset Shyngyssov

Other key lawyers:

Klara Nurgaziyeva

Testimonials

‘Exceptional client focus!’

‘Do the best to meet clients expectations.’

Key clients

Kusto Agro

Cevol Ltd

Compass Group / ESS Kazakhstan

Telia

EBRD

Aldar Properties PJSC

Airbus

Gate Gourmet Platinum Pte. Ltd.

Tiryaki Agro Gida San. Ve. Tic. A.S.

Canon

Work highlights

  • Advised Kusto Agro on a $300m joint venture with Tyson Foods which will engage in the agro-multi-protein-industry in Kazakhstan, and assisted with the contemplated construction of a large meat processing plant and related infrastructure.
  • Assisted Telia with the successful $446m sale of 75% of the shares in a leading Kazakhstan mobile operator.
  • Drafted and negotiated more than 100 lease and tenancy agreements for Aldar Properties for a large multi-purpose complex in Nur-Sultan, Kazakhstan.

Unicase Law Firm

Unicase Law Firm is a key team for international financial institutions and multinationals, acting on matters relating to cross-border and corporate investments into the Kazakh renewable and traditional energy sectors. It is also known for advising international corporates on first-time investments in Kazakhstan relating to major and mid-size corporate M&A transactions. Practice head Saniya Perzadayeva is an expert in international PPP infrastructure and energy matters.

Practice head(s):

Saniya Perzadayeva

Key clients

Juul Labs

Dahua Technology

JSC Ekoton+

Firebird Management LLC

ValvTechnologies

Joint Venture “New Material and Additive Technologies Centre”

Goldwind International Holdings (HK) Ltd.

Total Eren

Citco Vilnius UAB

Konica Minolta

Arysta LifeScience Great Britain Limited

International Youth Foundation

Work highlights

  • Advised Total Eren SA in connection with the acquisition, construction and operation of a 100MW solar photovoltaic power plant in Kazakhstan.
  • Advised Econivnvest SA LLP on the development and the construction of a greenhouse in Turkistan city, Kazakhstan.
  • Advised Juul Labs on electronic cigarette regulations in Republic of Kazakhstan including issues of certification, packaging, labelling, advertising and electronic commerce in the Kazakhstan market.

White & Case Kazakhstan LLP

The longstanding and highly regarded team at White & Case Kazakhstan LLP is particularly experienced in cross-border deals, especially inbound investments into Kazakhstan. With access to the firm's global network of teams based in key locations including London, Moscow, China, and Dubai, practice leader Maxim Telemtayev specialises in cross-border transactions, M&A, general commercial work and corporate transactions; he has also advised on some of the largest PPP projects in Kazakhstan.

Practice head(s):

Maxim Telemtayev

Testimonials

‘The team has very good cross-border capital markets expertise, knowledge of the market that only a few other firms in the jurisdiction have coupled with the support of the international capabilities of the firm.’

‘The Leader of the local team Maxim Telemtayev provided very practical advice and a pragmatic approach to problem solving. He personally dedicated his time and efforts, was results-oriented, and demonstrated good crisis management abilities and flexibility.’

Key clients

Alsim Alarko and Makyol İnsaat

Grupo Bimbo

Work highlights

  • Advised Alsim Alarko Sanayi Tesisleri ve Ticaret A.Ş., Makyol Inşaat Sanayi Turizm ve Ticaret A.Ş., SK Engineering & Construction Co., Ltd. and Korea Expressway Corporation in connection with the construction and operation of the Big Almaty Ring Motor Road.
  • Advised Grupo Bimbo in relation to its business activities and the establishment of a joint venture with a local partner in Kazakhstan.

Ernst & Young Kazakhstan LLP

The corporate team at Ernst & Young Kazakhstan LLP is integrated into the firm's multinational network of lawyers, tax advisers and investment banking advisers, providing advice on cross-border transactional and M&A matters. As practice leader for Kazakhstan and Central Asia, Dinara Tanasheva is a key contact; Borys Lobovyk is also a noteworthy name. The group has recently seen an uptick in work for clients in the alternative energy, oil, and gas industries.

Practice head(s):

Dinara Tanasheva; Borys Lobovyk

Key clients

Hungarian Export-Import Bank plc

Archirodon Group NV

BI-Holding LLP

IRC Restructuring Services

European Bank for Reconstruction and Development

Teva LLP

Novo Nordisk A/S LLP in the Republic of Kazakhstan

Work highlights

  • Advised a car manufacturing company on the import of kits from the Russian Federation to Kazakhstan and subsequent assembly of vehicles in the territory of Kazakhstan.
  • Advised a Kazakh holding company on financial and corporate restructuring work, avoiding formal insolvency procedures.
  • Advised an international oilfield services company on proposed intracompany arrangements with a new Kazakh joint venture structure for carrying on business in Kazakhstan.

Integrites

Integrites advises on all stages of transactions, and handles joint ventures and restructuring mandates. 2019 saw the firm's Nur-Sultan office relocated to the Astana International Financial Centre, and in 2020 an additional office in Atyrau was opened; senior associates Zarina Syzdykova and Almas Bektassov also joined the team. Corporate and M&A team leader Svetlana Shtopol focuses on due diligence work, corporate dispute resolution and negotiations with public authorities.

Practice head(s):

Svetlana Shtopol

Other key lawyers:

Zarina Syzdykova; Almas Bektassov

Key clients

Takeda Kazakhstan

Hydratight

Work highlights

  • Acted as legal counsel to a client during the compulsory buyout of a part of the shares from minority shareholders in one of the major mining companies in Kazakhstan.
  • Conducted due diligence for a client in respect of the leading world-class hotels situated in the western part of Kazakhstan in connection with a proposed acquisition.

Linkage & Mind LLP

Linkage & Mind LLP is a strong resource for clients in the construction and petrochemical sectors seeking advice on commercial and corporate matters in Kazakhstan. Managing partner Madina Sypatayeva leads the team on corporate, M&A, PPP and infrastructure projects, while Yerzhan Manasov is highly experienced in cross-border projects, as well as commercial and corporate disputes.

Practice head(s):

Madina Sypatayeva; Yerzhan Manasov

PricewaterhouseCoopers Tax & Advisory LLP

With strong connections with the firm's offices around the globe, the team at PricewaterhouseCoopers Tax & Advisory LLP offers a range of advice on corporate strategies, consulting issues and tax matters. Additionally, the team is experienced in M&A, share and asset acquisitions and legal due diligence, and is involved in high-profile public sector projects. Yelena Ryzhkova leads on numerous oil and gas, mining, and infrastructure projects. Legal director Arlan Yerzhanov works on public sector projects, while senior legal manager Yerkebulan Rakhmenov focuses on complex M&A work. Michael Ahern is also a key name to note.

Practice head(s):

Michael Ahern; Yelena Ryzhkova; Yerkebulan Rakhmenov

Other key lawyers:

Arlan Yerzhanov

Testimonials

‘An overall high degree of professionalism, quick response, flexible, and with committed attention to details. Yerkebulan Rakhmenov is always available for any questions and clarifications.’

‘Yerkebulan Rakhmenov has a great attention to detail and communicates effectively in a clear, concise, and relevant manner.

Key clients

Bolashak-Atyrau LLP

Capital Bank JSC

Neqsol Holding LLC

Master Food Kazakhstan LLP (Parmigiano Group)

Studio Moderna Holdings Investments B.V.

Top Cleaning LLP

Kerry Freight Services (South Asia) Pte. Ltd.

Farm Frites Beheer B.V.

BASF Central Asia LLP

Orbis Kazakhstan LLP

Friendly Finance Kazakhstan LLP (Digital Finance International)

KMG Global Solutions B.V.

Goldwind International Holdings (HK) Ltd.

Total E&P Dunga Branch in Kazakhstan

Work highlights

  • Provided legal support to Capital Bank Kazakhstan JSC on its shareholder’s acquisition of 100% of the voting shares in AsiaCredit Bank JSC.
  • Advised Farm Frites Beheer B.V. in relation to its joint ventures in Kazakhstan.
  • Advised Orbis Kazakhstan LLP on the establishment of a joint venture in Kazakhstan.

Reed Smith LLP

Reed Smith LLP provides specialist advice to international clients on domestic and cross-border issues, public and private transactions and financings, and major commercial projects. The team deals primarily with project finance and banking matters, energy and natural resources, transportation, financial and commercial services work, restructurings, and capital markets issues. Team co-head Askar Zhansagimov focuses primarily on energy, capital markets, restructuring, banking and finance, and M&A transactions, while co-head David Boutcher is a key London-based contact. Counsel Adil Idrissov has experience in projects relating to the subsoil and energy sectors.

Practice head(s):

David Boutcher; Askar Zhansagimov

Other key lawyers:

Adil Idrissov; Azhar Kuzutbayeva

Testimonials

‘From my practice of work with Reed Smith, I find that the team of David Boutcher and Azhar Kuzutbayeva is very client and goal oriented, hard working and effective. The service is great, the staff is friendly. To be short, I would say that the team ensures that advice and support is always available.’

‘I think that the most competitive thing about Reed Smith’s team is an attitude to the client. The team perfectly knows how to work with the client, quickly understands the position of the client and always shows the capability and desire to defend its interests, and which is very important, is flexible.’

Let me point out partner David Boutcher, a very effective manager of the project, works hard not only as the senior project manager, but as a lawyer too. And of course Azhar Kuzutbayeva and Adil Idrissov, very experienced Kazakh law attorneys and some of the best litigators in the market.

Sayat Zholshy & Partners

Sayat Zholshy & Partners has a strong corporate practice advising first-time clients entering into the Kazakhstan market on M&A, joint ventures and corporate structuring work. Additionally, it has a highly experienced corporate dispute resolution practice and frequently acts as local counsel. The group has seen recent growth in its work in the energy and natural resources, IT, banking and fintech, and transport industries. Practice head Arman Berdalin advises on corporate governance legislation and is an expert in Kazakh corporate law. Amir Begdesenov focuses on M&A and antitrust regulations, as well as litigation.

Practice head(s):

Arman Berdalin

Other key lawyers:

Amir Begdesenov

Testimonials

‘Sayat Zholshy & Partners is one of the oldest Kazakhstan law firms standing its ground in the Kazakhstan market of legal services. The firm focuses on specific areas of practice ensuring high-quality and prompt services at acceptable prices. In this particular area the team is renowned for its deep theoretical knowledge and vast practical experience.’

‘Amir Begdesenov started to collaborate with our firm over 10 years ago. He has adequate experience and knowledge of the power sector specifics which he successfully applies in M&A transactions. Furthermore, he is a powerful negotiator and has authority with his peers. These are the qualities enabling us to defend our interests in the most challenging negotiations.’

‘I have worked closely with Arman Berdalin, corporate partner and head of M&A at Sayat Zholshy & Partners. He is a very practical and down-to-earth professional who knows the market and the regulatory environment inside out and stays as a safe pair of hands when it comes to local law support on any M&A deal.’

Key clients

Special Rendering Technologies

Huntsman

August Storck

Atameken National Chamber of Entrepreneurs

International Science and Technology Center

Yenisei Capital

Batys Transit JSC

Work highlights

  • Provided comprehensive legal due diligence to a client’s subdivision in Kazakhstan in anticipation of a large M&A transaction.
  • Advised a client on the acquisition of a number of Kazakh SPVs holding renewable energy PPA contracts.
  • Advised clients on sale and purchase transactions in relation to a business line of a major Kazakhstan transportation holding.

SIGNUM Law Firm

Acting for clients in the oil, gas and infrastructure sectors, SIGNUM Law Firm advises on a number of first-of-its-kind corporate and regulatory matters in Kazakhstan. The team has extensive experience advising foreign investors on PPP projects, as well as handling tenders for energy projects. Managing partner Sofiya Zhylkaidarova leads on matters in the oil and gas, mining, and sub-surface sectors; Liza Zhumakhmetova and Abylkhair Nakipov are also key contacts.

Practice head(s):

Liza Zhumakhmetova; Abylkhair Nakipov; Sofiya Zhylkaidarova

Testimonials

‘Our key point of communication is Sofiya Zhylkaidarova. She has a strong record in M&A, corporate restructuring, financing transactions, and tax issues. She is an exceptional negotiator with substantial legal, strategic, and business skills. Her deep and broad market knowledge adds tremendous value.’

‘Our project required the attention, experience, and sophistication of the whole dedicated team. SIGNUM provided seamless coverage, flawless execution, and exceptional service. There was also incredible depth and consistency of quality across the team. I believe they have a deep understanding of Kazakhstan energy and natural resources sector specifics and global trends.’

Key clients

EBRD

MYTILINEOS S.A.

CANARAX TRADING LLC

Wolt

Excellence Logging Limited

BNP Paribas (BNPP)

EnerMech

Australian Gas Group

Work highlights

  • Acted for EBRD on the development of the first renewable energy project in Kazakhstan.
  • Advised a client on a joint venture arrangement with a major telecoms provider in Kazakhstan for participating in the tender for the appointment as a unified operator for marking all groups of goods in Kazakhstan.
  • Advised Excellence Logging on a buy-side cross-border M&A transaction and related acquisition finance transaction for the acquisition of Weatherford International plc, including its assets in Kazakhstan.

Deloitte TCF, LLP

Deloitte TCF, LLP advises on the full range of corporate matters in Kazakhstan, including restructuring and M&A transactions. Agaisha Ibrasheva leads the team on M&A, corporate law, project finance, subsoil use and HR matters; while director Olessya Kirilovskaya has experience in the oil and gas sector and assists with environmental legislation issues, contractual matters, construction work and due diligence projects.

Practice head(s):

Agaisha Ibrasheva

Other key lawyers:

Olessya Kirilovskaya

Eterna Law

The Kazakh team at Eterna Law is noted for its expertise advising on complex commercial transactions involving multiple CIS jurisdictions. Notably, the team has successfully developed a fixed-fee plan for international businesses operating in Kazakhstan. Counsel and office head Konstantin Derbyshev leads on the majority of the group's projects. Additionally, based in Kyiv, corporate and M&A head Oleh Malskyy is a key contact, especially for foreign and CIS-based blue-chip companies.

Practice head(s):

Konstantin Derbyshev

Other key lawyers:

Oleh Malskyy

Key clients

SQUALIO Group

Mitsui

Syngenta LLP

Christian Dior LLP

Canon

Mondelez LLP

Jacobs LLP

Tipsport A.S.

EFKO Group

Work highlights

  • Assisted Squalio Group with entering the Kazakh market.
  • Advised the Kazakh branch of Mondelez on matters related to the implementation of the new corporate governance structure.
  • Assisted Syngenta with comprehensive legal support and represented the company’s interests before courts in Kazakhstan.

KPMG Law in Kazakhstan

The team at KPMG Law in Kazakhstan advises a range of clients on M&A, construction projects and PPPs in Kazakhstan, with notable experience in license and permit requirements, procurements, and work permits and visa requirements. Rustem Sadykov specialises in handling tax planning work and inbound investments for international clients, while Inna Alkhimova is a key contact. Altynshash Zhussiova focuses on matters in the finance and securities sector.

Practice head(s):

Rustem Sadykov; Inna Alkhimova; Altynshash Zhussiova

Synergy Partners Law Firm LLC

Synergy Partners Law Firm LLC has expertise in M&A, general corporate law, and corporate litigation. Practice head Nurzhan Stamkulov focuses primarily on corporate, fiscal and M&A transactions, working closely with senior associate Ali Dautalinov.

Practice head(s):

Nurzhan Stamkulov

Other key lawyers:

Ali Dautalinov