Corporate Law & Corporate Governance / M&A

  • “A major force in M&A,” asialaw Profiles. 

  • “Sayat Zholshy & Partners” is strongest in corporate and M&A work where it has historically acted in some landmark transactions in the banking sector,” IFLR 1000

  • «Sayat Zholshy & Partners» has a «very professional team that combines deep knowledge of the law with a business approach». The team is particularly recommended for providing «explicit and in-depth legal analysis»,– The Legal 500
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Corporate Law & Corporate Governance / M&A

The SZP Corporate Law/Corporate Governance/M&A practice is justly recognized as one of the best in Kazakhstan.  It is proved, primarily, by our clients’ confidence and by the projects we participate in. 

Our team has successfully consulted not only private investors in Kazakhstan and abroad but also quasigovernment entities in Kazakhstan, Russia and China, as well as international financial institutions. 

We have been actively developing this practice in Kazakhstan, in particular:

  • We completed over 100 legal due diligence projects
  • The total asset value of M&A transactions supported by SZP in Kazakhstan alone is estimated to be worth billions of US dollars
  • SZP-assisted projects implied billion dollar transactions not only in Kazakhstan but in dozens of other jurisdictions all over the world (the value of the most of which exceeded one billion dollars per transaction)
  • Hundreds of times the leading global law firms placed confidence in us and engaged SZP as a Kazakhstan counsel to many systemic and capital-intensive projects (the value of the most of which exceeded one billion dollars per transaction)
  • For over three years SZP worked in partnership with IFC (a member of the World Bank Group) on the improvement of the corporate governance framework in Kazakhstan
  • We advised EBRD on reforming the Kazakhstan joint stock company law in terms of corporate governance
  • SZP represented foreign investors in numerous projects for set-up and operation of major joint ventures with Kazakhstan national companies
  • We have implemented a number of unique corporate governance projects, including a merger of pension savings funds, a merger of national companies, incorporation and acquisition of insurance companies, registration of a foreign bank’s representative office, etc.
  • We supported hundreds of foreign clients who entered the Kazakhstan market

Services

  • Finding the right business structure for running business in Kazakhstan
  • Providing legal assistance with the incorporation/registration of Kazakhstan legal entities (limited liability partnerships and joint stock companies) and branches/representative offices of foreign corporations in Kazakhstan.
  • Providing legal assistance with the reorganization of legal entities (merger, acquisition, spin-off, split-up or restructuring)
  • Issuing legal opinions on many knotty issues relating to Kazakhstan company law framework
  • Assisting Kazakhstan entities and branches/representative offices of foreign companies through voluntary liquidation/closure process
  • Assisting clients with the creation of joint ventures, including the drafting of shareholders’ (corporate) agreements, custom or bespoke memoranda and articles of association, and internal corporate regulations
  • Assisting clients with the prevention and early resolution of corporate conflicts
  • Protecting companies against abuse on the part of minority shareholders (so called greenmail)
  • Protecting companies against their officers’ fraud
  • Conducting corporate governance assessment (diagnostics), elaborating action plans for enhancement of corporate governance and assisting in the implementation of such action plans
  • Developing an optimal model of corporate governance and drafting all relevant documents (e.g. corporate governance code, memorandum and articles of association, corporate bodies’ statutes, etc.)
  • Assessing the performance of boards of directors
  • Supporting corporate secretaries in performing their mundane duties, including, but not limited to, maintaining the documentation of general meetings of shareholders and boards of directors, and ensuring the compliance with the transparency and disclosure requirements of the Kazakhstan National Bank and Kazakhstan Stock Exchange
  • Structuring proposed business sale and purchase transactions with due consideration of all material aspects, such as taxation, licensing, economic concentration, subsoil use, national security and other business specifics
  • Conducting exhaustive vendor due diligence
  • Conducting exhaustive buyer due diligence
  • Drafting and revising transaction documents, e.g. master agreements, shareholders’ agreements, sale and purchase agreements, subscription agreements, etc.
  • Supporting clients through M&A process and dealing with government authorities in connection with antitrust clearance (consent to economic concentration), consent to dispose of a subsoil use right or related assets, consent to dispose of a strategic facility, etc.

Experience


  • Provided comprehensive transaction support in connection with the acquisition by the Kazakhstan's largest quasigovernment company (total asset value about 75 billion US dollars) of a stake in a Kazakhstan holder of a contract for the development of one of the top 10 lead and zinc fields worldwide
  • Performed comprehensive legal due diligence and provided legal support in connection with the acquisition by the Kazakhstan's biggest quasigovernment company (total asset value about 75 billion US dollars) of an interest in an integrated nonferrous metals producer whose annual output of zinc exceeds 305 thousand tons
  • Provided comprehensive transaction support in connection with the disposal by a Kazakhstan quasigovernment company – one of the top 30 sovereign wealth funds of the world – of shares in three Kazakhstan second-tier banks whose total asset value exceeds 15 billion US dollars
  • Rendered legal advice to agents of the largest Chinese port on the Yellow Sea and a major Chinese transportation company holding over 1,100 commercial craft in connection with the acquisition of an interest in the largest Kazakhstan transportation and logistics centre with the throughput capacity of over 200,000 containers in the framework of an intergovernmental treaty
  • Conducted comprehensive legal due diligence of a target and rendered legal advice to one of the China's biggest private energy companies listed by Fortune Global 500 (one of the top 250) in the process of acquisition of interests in major Kazakhstan oil and gas transportation companies jointly possessing the pool of over 11,000 rail tank cars and the Kazakhstan's largest liquefied gas retailer
  • Rendered legal advice on how to settle differences between shareholders (a major Kazakhstan state-owned energy company whose asset value exceeds 3 billion US dollars and a major South Korean conglomerate listed by Fortune Global 500) with regard to the construction and operation of a large Kazakhstan energy complex
  • Provided legal support in connection with the establishment of the Integrated Coordination Centre for all 10 special economic zones of Kazakhstan, i.e. special zones providing investors with tax benefits and other preferences for encouragement of foreign and domestic investment
  • Provided legal support through the process of acquiring a controlling interest in a major Kazakhstan telecommunications company – a strategic facility of the Republic of Kazakhstan – by an international telecom operator listed on NASDAQ whose asset value approximates 34 billion US dollars.  The Project was complicated by a great number of contingent commitments to buy shares of multiple minority shareholders
  • Provided legal support through the process of acquiring a Kazakhstan national company by another major Kazakhstan national company providing information and communication services to all government agencies of the Republic of Kazakhstan.  The process involved the issuance of additional securities for over 20 mln US dollars and full assignment of all assets, rights and obligations of the target to the acquiring company
  • Provided legal advice to one of the top five tobacco producers worldwide whose asset value approximates 45 bln US dollars on a broad array of issues, including corporate restructuring of and further investing in its Kazakhstan subdivision
  • Advised a large transnational information and communications company with capitalization over 6 bln US dollars on a number of vital legal issues relating to the launching of their cloud services and implementation of transportation, fuel, power and other projects; and helped the Client gain entry to the Kazakhstan market
  • Conducted comprehensive legal due diligence of a Kazakhstan copper and gold production company prior to its potential acquisition by a major Indonesian  production company
  • Provided legal support to a major manufacturer of network equipment and leading global supplier of wireless broadband endpoint equipment through the process of its withdrawal from the Kazakhstan market (a number of regions at the same time)


Awards

"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"

«Sayat Zholshy & Partners has a very professional team that combines deep knowledge of the law with a business approach. The team is particularly recommended for providing explicit and in-depth legal analysis».

“A major force in M&A,” - asialaw Profiles. 
“Sayat Zholshy & Partners is strongest in corporate and M&A work where it has historically acted in some landmark transactions in the banking sector,” - IFLR 1000.
   “Arman Berdalin is well regarded as a commercial and goal-oriented practitioner by his clients”
Best M&A team of the Years 2010 and 2011 according to the Forum of Corporate Lawyers