Commercial, corporate and M&A in Kazakhstan
Baker & McKenzie - CIS, Limited handles high-profile transactions and covers the full spectrum of M&A legal services including advising on share and asset acquisitions, IPOs and securitisations, cross-border and local reorganisations, and legal due diligence. With experience in the transportation and oil and gas industries, the group works closely with the firm's offices across CIS, Europe, North America and the Middle East. Curtis Masters is director of the Kazakhstan office and is one of the pre-eminent foreign lawyers in Kazakhstan; he is an expert in cross-border financial transactions, M&A and privatisation issues. Igor Kolupayev specialises in tax and corporate matters, with notable experience in complex international corporate reorganisations.
General Electric Company
- Advised General Electric Company on the sale of its Kazakhstan diesel locomotive factory.
- Assisted Weatherford International with the sale of its surface logging systems business.
- Acted for Accenture on its purchase of Enaxis Consulting.
With extensive experience and 'strong skills' in corporate and M&A, Dentons covers a broad spectrum of corporate issues and deals in Kazakhstan including cross-border foreign investment deals. Practice co-head Abai Shaikenov handles complex finance and M&A transactions in Kazakhstan, and recently advised on the financial restructuring of RBK Bank. Co-head Aigoul Kenjebayeva has notable experience dealing with the legal aspects and tax implications of investing in Kazakhstan, while Victoria Simonova advises on energy, corporate, construction and subsurface use mandates. Counsel Gani Ashimkhan is 'very helpful' and focuses on foreign investment issues, cross-border M&A and general corporate transactions.
‘The Dentons M&A team showed, as usual, strong skills and availability of resources.‘
‘One of the best teams in Kazakhstan. Very experienced and professional lawyers always ready to help.’
‘Gani Ashimkhan (Counsel) is very helpful in terms of availability and technical skills.‘
‘Abai Shaikenov is an extremely client-oriented lawyer with decades of experience, capable of proactively solving a wide range of legal problems in the M&A, corporate and commercial spheres.‘
European Bank for Reconstruction and Development
Hitachi Construction Machinery Co.
Kazakhstan Infrastructure Fund C.V., Mubadala Investment Company PJSC
China Construction Bank
- Assisted Hitachi Construction Machinery with establishing a Dutch JV with a local partner to invest into a construction machinery sale and marketing business in Kazakhstan, Kyrgyzstan and Uzbekistan.
- Advised HeidelbergCement on an M&A transaction relating to the portion of participating interest in the charter capital of Caspinerud, where the client owned a controlling stake.
- Advised Kazakhstan Infrastructure Fund C.V. on the capitalisation of a local operating company.
GRATA International regularly handles large M&A projects for its client roster of large international banks, investment firms, and oil and gas companies; key examples include China Investment Corporation, International Finance Corporation, Korean National Oil Corporation, CGN Mining Company and Kazatomprom. New corporate team head Igor Lukin provides clients with 'highly detailed analysis and advice' and has substantial experience in a range of issues including arranging and closing M&A transactions.
‘GRATA’s team provides excellent service. Fast, to the point, with a lot of legal but also commercial sense and background knowledge. The firm has an office in Almaty, but also a sizeable office in Astana which is very useful indeed when working with governmental organizations. The team is pleasant to work with and very professional.’
‘We worked with GRATA team before and we were highly satisfied with the quality of their works, so we thought GRATA could handle our issues in the best way in terms of time, quality and money. GRATA always completed the works quickly within their estimation of time required. We feel grateful about this especially when we have got urgent issues, and more importantly, the works were still completed with high quality. GRATA is the best firm we have ever engaged with in Kazakhstan.’
‘Almat Daumov: great technical lawyer with a lot of commercial and business sense and great interpersonal skills, which is a great asset when doing large transactions.‘
Toyota Motor Kazakhstan
Banks of Tokyo-Mitsubishi UFJ
China Telecom Global Limited
Korean National Oil Corporation
- Advised Digital Assets, a subsidiary of Sberbank of Russia, on its ₽1.3bn acquisition of Intercomp.
- Advised a consortium of local oil and gas sellers on the $52m sale of a Kazakh mining company to Nostrum Oil & Gas.
- Advised Korean National Oil Corporation on its acquisition of a controlling stake in a Kazakhstan company.
Kinstellar LLP advises on commercial, corporate and M&A transactions, with a substantial focus on the mining, banking, telecoms and gas sectors; the 'elite' group also has expertise in the pollution industry and frequently advises clients on renewable finance issues and capital markets work. Team leader Joel Benjamin has experience in corporate and commercial deals and has recently been active in M&A transactions and finance and capital markets mandates. Adlet Yerkinbayev focuses on M&A, capital markets and banking and finance work, and recently advised on the acquisition of Kazkommertsbank by Halyk Bank, one of the largest M&A deals in the Kazakhstan banking sector. Senior associate Kuanysh Shekerbekov is also a key name to note.
‘Kinstellar has one of the strongest and experienced corporate teams in Kazakhstan. They are always very commercial and responsive to client’s needs, even under tight deadlines. This makes them very reliable.‘
‘We usually work with Adlet Yerkinbayev and Kuanysh Shekerbekov for corporate and M&A oriented issues. They are experienced, commercial and responsive. They look at the problems from the perspective of business and try to make the deal happen. They are creative and always seek solutions to issues. They would go the extra mile for their client.‘
AEQUITAS frequently acts as local counsel on major international and regional projects, and is particularly active in M&A. The group has advised leading companies on their listings on the London Stock Exchange and Kazakhstan Stock Exchange, and recently participated in the development of key acts in Kazakhstan's corporate legislation. With substantial experience in establishing joint ventures, M&A, corporate restructurings and management buy-outs, Nurlan Sholanov leads the corporate practice and also supervises project finance matters. Natalya Braynina is an expert in corporate and contract issues, while Yuliya Chumachenko specialises in civil, contract, labour and antitrust law.
‘What I particularly like about them is that they work on “turn-key” basis, i.e. if you give them work, they quickly return with the draft with all details and risks considered.’
‘Great team and prompt turnaround.‘
Herbert Smith Freehills
State Oil Ltd.
Covington & Burligton LLP
- Advised Linklaters on applicable subsoil and subsoil use legislation and handled the due diligence of a subsoil user company holding the right to develop a major strategic oil and gas field.
- Advised State Oil on issues of applicable regulation relating to the acquisition of an oil refinery by a foreign company.
- Acting as co-consultant on the procedure for changing the management of a Kazakh subsidiary and structural subdivision of Wagenborg, an international shipping company that carries out logistic projects and marine support in the Caspian Sea.
Centil Law specialises in M&A, shareholder agreements, anti-trust approvals, and due diligence reports, with particular strength in the automobile, telecoms, and banking industries. The 'experienced' group has been involved in a number of large projects, including Export-Import Bank of China's financing of a significant infrastructure project in Kazakhstan. Dinara Jarmukhanova is a key name for projects in Kazakhstan, while Ravshan Adilov leads the commercial practice group and handles transactional and regulatory work including corporate matters and debt investments. Ravshan Rakhmanov has experience in the petroleum and subsoil sectors, and advises on petrochemical, tobacco, textile, pharmaceuticals and automotive projects.
‘The team at Centil was experienced and open-minded, with a commercial sense for legal actions, language skills, and in-depth knowledge of various laws, regulations, and legislations.’
General Motors Uzbekistan
- Acted for General Motors Uzbekistan on its entry into the Kazakhstan market.
- Advised Verno Capital on a $50m investment into a construction project in Kazakhstan.
- Advised Molson Coors on licensing out its trade marks to a local brewing company.
Based in Almaty, Dechert Kazakhstan Limited advises on high-profile corporate, M&A, commercial, capital markets and corporate finance matters. With 'elite' and 'high-quality' experience in the energy and natural resources, infrastructure and financial services sectors, the group also leverages the firm's global network on cross-border mandates. Clients include global, regional and local corporations and banks. Victor Mokrousov leads the team.
‘Dechert provides very high quality technical legal advice. The team is small and elite, thereby ensuring good quality control.’
‘Victor Mokrousov has an encyclopedic knowledge of Kazakhstan law coupled with creativity. Both Bolat Utebaliyev and Yevgeniya Nossova are excellent associates who work very hard and have a strong grasp of Kazakhstan legal principles.‘
European Bank for Reconstruction and Development
JSC Development Bank of Kazakhstan
- Advised Stewart Engineers on matters relating to the first float glass production facility in Kazakhstan.
- Assisted Kazakhtelecom with a series of transactions with Tele2 Sverige relating to their joint venture.
Ernst & Young Kazakhstan LLP
Ernst & Young Kazakhstan LLP advises companies on corporate reorganisations, equity investments and corporate compliance programmes. The group's client base encompasses international financial institutions, state-owned companies, international retail franchisees and construction companies. Dinara Karimova advises on a wide range of investment projects for international and local companies, and focuses on the oil and gas, banking, consumer products and retail sectors. Borys Lobovyk's broad practice spans M&A, antitrust issues, contract and corporate law, commercial matters and debt financing work. Aziz Abdukarimov assists major international and Kazakhstan companies in the oil and gas industry, while Saltanat Dauletova is a key name for tax advice.
Kazakhstan Temir Zholy
- Sole legal advisor to Kazakhstan Temir Zholy on its pre-sale diagnostics and analysis of the regulatory environment, and the related analysis of its privatisation projects.
Linkage & Mind LLP
Linkage & Mind LLP is a 'go-to firm' for clients in need of support with large commercial, corporate and M&A projects in Kazakhstan, with recent experience in the petrochemical field. Madina Sypatayeva leads the Nur-Sultan office and specialises in corporate, M&A, PPP and infrastructure projects, and competition law. Yerzhan Manasov advises a broad range of clients on corporate and tax issues, and has experience in cross-border projects and commercial and corporate disputes. The group has also recently established a satellite office in Shymkent City.
‘At Linkage & Mind all attorneys are committed to resolving legal issues in a timely and cost-effective manner. You can count on them because they give their full attention to your case and approach to your needs.’
‘Linkage & Mind has a team capable of providing advises on the Kazakh law matters (including tax, custom and general legal issues). The team is flexible and meet deadlines.’
‘The entire team of Linkage & Mind Law Firm are a very large part of our success. Competent, well versed, professional and friendly are just some of the adjectives that come to mind when describing this team. In addition, Linkage & Mind Law Firm always spurs efficiency, improving the quality of billed hours.‘
‘Yerzhan Manassov and Madina Spatayeva, they have a professional approach. Their experience and background are useful. One of the most important qualities is honesty and ability to share ideas which might not be pleasant for the client but helpful to understand the other side.’
United Chemical Company
Red Bull Kazakhstan
- Advised United Chemical Company on the development of a petrochemical project.
- Assisted the National Wealth Fund Samruk Kazyna on the privatisation of Samruk-Energy.
- Acting for COFCO International on all legal issues in Kazakhstan.
With two offices in Kazakhstan, Morgan, Lewis & Bockius LLP consistently provides 'dedicated and flexible' advice to a roster of high-profile Kazakh and international clients on high-value financial and corporate work. The team is led by Aset Shyngyssov, who also leads the Kazakhstan finance practice and has handled numerous deals in the region including M&A, oil and gas, and infrastructure projects. Klara Nurgaziyeva focuses on energy projects and M&A.
‘Availability of the team and readiness to provide with side services (like translations).‘
- Advised Telia in the sale of 75% of the shares in leading Kazakhstan mobile operator Kcell JSC to Kazakhtelecom JSC.
- Advised EBRD on the execution of financing and security documents relating to a loan to Bakyrchik Mining Venture LLP.
- Advised ShalkiyaZinc LTD JSC on the $295m financing of the construction of an enrichment factory in the Kyzylorda region.
Unicase Law Firm frequently advises the government as well as large national and international companies on cross-border and local corporate and financial law matters across the energy and subsoil sectors. Team head Saniya Perzadayeva is praised as an expert with 'exceptional knowledge' in infrastructure and PPP projects, as well as the energy, renewables, banking and finance sectors. Raushana Chaltabayeva has experience spanning a wide range of issues in the renewables, oil and gas and mining sectors including corporate law and M&A, infrastructure projects and PPP work.
‘Our team was pleasantly surprised by the professionalism of the Unicase team. As a specialist in this field, I want to emphasize the exceptional knowledge and relevant experience of partners and lawyers of the firm. When choosing a firm for cooperation on our project, we relied on the experience of the firm and their recognition. And in the end, we were not disappointed with the choice, as Unicase’s team has proved itself as one of the best law firms in Kazakhstan.’
‘The company team behaved perfectly in the development of documents specific enough for the Republic of Kazakhstan. We jointly created an interstate Kazakh-British joint venture. It was a very specific and difficult job. The team showed its best side.’
‘Unicase team was very correct and professional.‘
Goldwind International Holdings (HK) Ltd.
Risen Energy (Hong Kong) Co. Ltd.
International Youth Foundation
Eversheds Sutherland Russia
- Advised Trinity Law Firm on the construction and operation of a multidisciplinary hospital in Almaty.
- Advised Goldwind International Holdings (HK) on its due diligence of the Zheruyik Energy wind power plant.
- Advised Risen Energy (HK) on its acquisition of a local SPV, which is developing a solar project.
White & Case Kazakhstan LLP has a long-standing practice in Kazakhstan with strong corporate expertise. Recently, the team has advised Goldman Sachs on becoming a shareholder of AIX, and assisted Kazakhtelecom with its acquisition of Kcell. The group is also Kazakh legal adviser of choice for JP Morgan Securities, Citi and Fortebank. Team leader Maxim Telemtayev is experienced across corporate and natural resources transactions; he recently acted for KazMunaiGas Exploration and Production on its buyback of shares.
JP Morgan Securities
KazMunaiGas Exploration and Production
Resource Capital Funds
National Bank fo the Republic of Kazakhstan
- Advised KazMunaiGas Exploration and Production on the buyback of shares and delisting from the London Stock Exchange and Kazakhstan Stock Exchange.
- Advised Resource Capital Fund VII, a US-based private equity fund, on its 35% indirect equity acquisition of RG Gold.
- Advised Kazakhtelecom on the acquisition of a 75% stake in Kcell from Telia Company and Fintur Holdings.
Providing 'complete assistance' in complex cross-border transactions, Integrites advises a range of major international clients in the oil and gas, engineering, retail, and industry sectors on public and private M&A, joint ventures, corporate governance work, restructurings and privatisations. Group head Svetlana Shtopol focuses on subsoil and mining matters, M&A agreements, due diligence, corporate and commercial law, and labour mandates. Rashid Gaissin left for KPMG in Kazakhstan in April 2020.
‘Strong technical knowledge of local legislation and quick delivery of high-quality products.’
‘Integrites has guaranteed high levels of professionalism and speed of execution.‘
‘On-call availability of the key engagement team members, including Dariga Dairanbek, who has excellent command of local legislation and practical knowledge and experience in dealing with local state authorities.‘
Hamle Company LTD LLP
- Provided legal advice to Hamle Company on the development of the fast moving consumer goods sector in Kazakhstan.
KPMG in Kazakhstan
KPMG Law provides advice on M&A, construction, and PPP matters in the Kazakhstan market, and also has knowledge of licence and permit requirements, currency regulations, local content requirements, procurement issues, work permits and visa requirements. Rustem Sadykov works with domestic and foreign clients and specialises in corporate and indirect taxes, tax planning, and inbound investment mandates. Inna Alkhimova leads the tax advisory group for the finance sector and has core expertise in advising financial companies on tax issues in Kazakhstan, tax audits and tax risk analysis. Altynshash Zhussiova focuses on the finance and security market. In April 2020 the practice also gained Rashid Gaissin from Integrites, who operates with 'high levels of professionalism' and is chairman of the British-Kazakh Law Association. He acts for international corporations, industry clients and financial institutions on complex cross-border transactions and M&A.
PricewaterhouseCoopers Tax & Advisory LLP
PricewaterhouseCoopers Tax & Advisory LLP has recently diversified its practice in Kazakhstan to encompass general commercial law; the group is also regularly involved in public sector projects and provides advice on a wide variety of compliance and commercial matters. Team head Yelena Ryzhkova has a strong focus on M&A in the energy and construction sector, while Arlan Yerzhanov, who is director of the tax and legal department, specialises in banking and finance, capital markets, corporate and commercial law, and M&A. Assel Kazbekova recently joined from Deloitte TCF, LLP and Sabina Kaukerbayeva has joined the practice, having previously worked in the firm's advisory department. Darigna Tokpayeva left the firm.
‘The team it is able to understand what clients need, rendering the correct services quickly and correctly.‘
‘Assel Kazbekova is able to understand what clients want immediately, providing assistance and helping the client to reach the target.’
Reed Smith LLP
Based in Nur-Sultan, Reed Smith LLP leverages the firm's wider London-based Kazakhstan team to provide specialist advice on domestic and cross-border issues, public and private transactions and financings, and major commercial projects. The practice has a notable focus on the project finance and banking, energy and natural resources, transportation, financial and commercial services, restructuring, and capital markets sectors. Askar Zhansagimov is head of the Nur-Sultan office and focuses primarily on energy, capital markets, restructuring, banking and finance, and M&A transactions, while David Boutcher is the key contact in London. Counsel Adil Idrissov has experience in projects relating to the subsoil and energy sectors.
Sayat Zholshy & Partners is noted for its expertise in commercial, corporate, and M&A mandates in the transport, telecoms, finance, power and mineral resources sectors, and regularly acts as local counsel for law firms advising transnational corporations. Group head and senior partner Arman Berdalin has experience in structuring and executing Kazakh cross-border M&A transactions, and is advising on a number of projects in the subsoil, transportation, telecoms, electrical energy, agribusiness, and food industries. Amir Begdesenov is involved in a number of due diligence, M&A and concession projects.
‘Recently, we engaged Sayat Zholshy & Partners in connection with extremely sophisticated and irregular M&A transactions. Each time we were fully satisfied with the quality of their services, as well as their experience, knowledge and skills in the field of M&A and corporate law. We were also impressed by the level of interaction between the team, the client, and all transacting parties, their commitment to successful implementation of the transactions, customer-orientation and defence of the client’s best interests. We highly appreciate their performance and contribution to successful implementation of the transactions.’
‘On numerous occasions Sayat Zholshy & Partners developed and supported highly sophisticated M&A transactions for us. We are impressed by their approach to our assignments and their coordination level. It is worth noting their perfect teamwork and leadership, customer orientation, giving the client’s best interests priority, never-ending search for new opportunities and ways to solve problems as well as delivering, maintaining and defending the client’s position, including in front of counteragents and government authorities.’
Ferrostaal Oil & Gas
Amazon Web Services, Inc.
- Advising an IT client on the replacement of management and re-registration of its Kazakhstan subdivision.
- Handling the due diligence of a client in the pharmaceuticals sector spanning corporate issues, licenses and permits, labour law issues and substantial contract provisions.
- Assisting with the organisation of a high-value IT company’s activity in Kazakhstan.
SIGNUM Law Firm predominantly acts for foreign investors on investment opportunities in Kazakhstan, and frequently provides advice on cross-border finance, corporate and M&A transactions and regulatory issues. It has developed a number of relations with major international law firms and has a 'unique insight into the government'. Practice head Liza Zhumakhmetova is particularly experienced in the oil and gas and mining sectors and 'always goes the extra mile'. Sofiya Zhylkaidarova advises clients on tax, commercial, and M&A mandates in oil and gas, mining, sub-surface, and financial industries. Abylkhair Nakipov focuses on commercial and M&A.
‘From my experience of working with Commercial, corporate and M&A team at SIGNUM, they really work hard on all our assignments, being very responsive, quick and caring about our problems. The practice combines deep experience, the ability to deliver fast under pressure, a pragmatic approach and the ability to find creative solutions. SIGNUM’s portfolio of corporate and M&A deals is very impressive.’
‘SIGNUM’s M&A team assists its local and international clients on their most complex and important transactions. Its corporate and M&A team’s experience extends beyond transactional work given that they also conduct a thorough post-transactional work through every stage of their clients’ life-cycle. This is what our company has been witnessing over a decade by now.’
‘The team at SIGNUM is very responsible, responsive, knowledgeable, commercially savvy and very client focused. The team understands the local markets in which their clients do business and is very well known for its expertise in oil and gas and renewable energy transactional matters.’
‘I have worked with Signum on several projects over the years (since 2008). They have proven to be very competent and knowledgeable in all aspects of commercial and corporate law and strategies.’
‘The one thing that makes the Signum Law Firm unique as compared to other firms is the level of personal responsibility that the partners and employees have in making sure the client’s needs are met. I know every firm could say this but at Signum, it’s noticeable and it’s real. Personal service and personal attention is their strength.’
‘Stand out partners are Sofiya Zhylkaidarova and Liza Zhumakmetova. They are always available & give excellent advice in a timely manner. I have used Signum Law Firm since they were established and have never had any hesitation in recommending them to colleagues and industry peers.’
‘Practice head Liza Zhumakhmetova always responds quickly to my legal needs, delivering clear and concise responses. She truly values her client’s time and always goes an extra mile to provide effective counselling so that we can make informed decisions.‘
‘Practice head Liza Zhumakhmetova certainly knows how to get a deal done in Kazakhstan.‘
‘Sofiya Zhylkaidarova is well spoken, very knowledgeable, and exhibits excellent team and project management and coordination.‘
Excellence Logging Limited
Medtronic Kazakhstan LLP
Australian Gas Group
- Advised Excellence Logging on a buy-side cross-border M&A deal relating to its $50m acquisition of Weatherford International and its assets in Kazakhstan.
- Advised Medtronic Kazakhstan, part of Medtronic, on a PPP health infrastructure project.
- Advised BNP Paribas on the provision of a completed $120m committed secured syndicated borrowing base facility to Phoenix Global DMCC.
AGZ / Zan Hub
AGZ / Zan Hub advises on the establishment of joint ventures and companies in Kazakhstan including handling the related legal due diligence issues. Department head Semion Issyk has participated in a number of milestone projects including the first international IPO of a Kazakhstan company, fund raisings through the issuance and placement of shares, and eurobond work. Madiyar Bekturganov specialises in the energy and power, transportation and infrastructure sectors.
Deloitte TCF, LLP provides advice across the full range of corporate and advisory matters including restructuring and M&A processes. Agaisha Ibrasheva leads the Kazakhstan legal group and focuses on M&A, corporate law, project finance, subsoil use, environmental and human resources matters. Newly promoted 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.
Eterna Law leverages its Ukrainian and Russian presence to provide strong experience across the CIS region in complex M&A transactions involving multiple jurisdictions. Maksym Uslystyi established the office in Almaty, and is an experienced transactional lawyer with a focus on cross-border M&A, private equity and debt transactions, and restructuring matters for a wide variety of clients from the telecoms, pharmaceuticals, materials, IT, and oil and gas sectors. Konstantin Derbyshev is head of the office in Kazakhstan.
Christian Dior LLP
- Assisting Squalio Group, a major European IT firm specialising in software integration, with entering the Kazakh market.
- Advised the Kazakh branch of Mondelez, a major food and drink production company.
- Advised Baxalta Kazakhstan, the Kazakh branch of the biopharmaceutical company, on personal data protection and cross-border transfers and the relocation of the company.
Synergy Partners Law Firm LLC provides advice on M&A, corporate law, and litigation, and primarily handles domestic issues in Kazakhstan. The group frequently works on projects encompassing consolidations, acquisitions and contract negations. Managing partner Nurzhan Stamkulov handles contracts, tax issues, customs, transfer pricing work, litigation and IP law. Alzhan Stamkulov concentrates on corporate, taxation and M&A mandates.
‘Synergy Partners lawyers are very professional and responsive. Their advice is always sharp and deep. They are really good in corporate law and in solving employment matters. They gave us very helpful and practical advice. Synergy Partners are specialists in corporate and commercial law.‘
‘Nurzhan Stamkulov has a deep understanding of clients’ and business’ needs. He is very responsive and trustworthy, and has great experience and excellent analytical skills.‘
Chocofamily Holding LLC
The Committee of State Property and Privatization of the Ministry of Finance of the Republic of Kazakhstan
- Advised Chocofamily Holding on an M&A deal.
- Assisted with the privatisation of the National Scientific Medical Center.