Corporate and Investment Law

The recent year’s Chambers Global – The World’s Leading Lawyers (and some other publications) qualified Aequitas as one of the leaders in Corporate and Commercial Law, among other areas.  This became possible owing to the vast experience of the firm in the sphere of corporate law – the firm’s practice has commenced from the very first acts of the newborn Kazakhstan concerning companies and is improving along with the development of the legislation.

The firm’s services in this sphere include establishment of legal entities (their branches, representative offices), legal support of transactions on mergers and acquisitions, as well as purchase of companies, interests, shares and assets; transactions on the transfer of shareholdings into trust management, advice on corporate governance, settlement of corporate conflicts, protection of the interests of minority and majority shareholders, and other corporate issues.

From the very outset of our practice Aequitas has been participating in major projects associated with attraction of foreign investments.  The firm assisted in the establishment of a large number of companies successfully operating on the Kazakhstan market for many years, including the first joint ventures in Kazakhstan.

The firm’s lawyers have a vast expertise of due diligence on various types of companies.  The firm has developed and successfully tested in practice the provisions of internal corporate documents that help resolve the dead-end situations and overcome the gaps in corporate law.  Certain projects on the firm’s practice may be called unique.  We also have invaluable experience of legal support to promote Kazakhstan companies in listing their securities on London Stock Exchange and Kazakhstan Stock Exchange.

Aequitas partners directly participated in the development of the most important laws in the sphere of corporate law, such as the Civil Code, Laws on Partnerships and Joint Stock Companies.  Lawyers of the firm are regularly being engaged to work on improvement of the corporate laws of the Republic of Kazakhstan.  Our lawyers regularly publish analytical articles and reviews on various issues of corporate law.

Our most representative experience in this area includes:

-                 ongoing advice to ExxonMobil Corporation on different issues of Kazakhstan corporate law pertaining to its projects in Kazakhstan;

-                 adaptation of the foundation documents of Tengizchevroil LLP joint venture to the requirements of the most recent corporate law, including development of the amendment and  accession agreement with regard to the set of company documents and custom-made re-registration of the company;

-                 advice to AIG Kazakhstan Insurance Company JSC and a number of other companies of AIG Group on different corporate law issues, including legal support in the process of the charter capital increase, development of the new charter and its subsequent reviews;

-                 act as local counsel to Russian atomic company (Atomredmetzoloto OJSC) on the issues of civil and international private law, as well as issues of corporate law and antimonopoly regulation in connection with the transaction involving the establishment of a Joint Company to be incorporated under the Russian law with participation of the RK Ministry of Energy and Mineral Resources, and conclusion of an intergovernmental  agreement;

-                 registration and legal support of the current activities of subsidiary of the Europe’s third and the world’s fifth largest trading chain (METRO Cash&Carry);

-                 corporate law advice to Kazakhstan’s largest construction corporation Bazis-A and its subsidiaries on a number of recent projects;

-                 (re)registration of, and ongoing advice on corporate law issues to subsidiaries of major international companies: MARS, Inc., Jones Lang LaSalle, EuroChem International Holding B.V.;

-                 advice to Russian Federation in connection with acquisition from the Sultanate of Oman of a participation interest in CPC-K JSC and CPC-R CJSC, the owners of Tengiz-Novorossiysk oil pipeline;

-                 advice to a domestic diversified company, Kazakhstan Kagazy JSC, in connection with the acquisition of a number of local companies;

-                 special due diligence of Great Wall Joint Stock Investment Real Estate Fund regarding title to a large immovable property (Innova Tower business center), including analysis of legal status of investment real estate funds for General Electric International Inc.;

-                 advice to Magnitogorsky Metallurgical Plant OJSC in connection with its business restructuring in Kazakhstan;

-                 special due diligence for Uranium Mining Company OJSC (Russia) on the issues associated with major transactions, interested transactions and other civil and corporate law issues;

-                 advice to First International Oil Company (FIOC) in connection with the transfer of interests in its subsidiaries in Kazakhstan, which have licenses and contracts for performance of petroleum operations, to China National Petroleum Corporation (CNPC);

-                 ongoing (for several years) advice to a U.S. company, International Energy Services Inc., in connection with the transfer of assets of the leading geophysical company in Kazakhstan in exchange for a certain quantity of shares of its affiliates; act as a local counsel for this transaction;

-                 representation of Bechtel International Inc. and Enka Insaat ve Sanayi AS jointly engaging in the construction of infrastructure facilities and servicing major oil companies at Tengiz and the Caspian offshore zone on different issues of the current local legislation, including establishment of a joint venture with Kazakhstan partners;

-                 ongoing (for several years) advice to Access Industries Inc. in connection with entering into a trust management agreement regarding state shareholding in a large Kazakhstan oil producing company and its activities in Kazakhstan;

-                 preparation of foundation documents and registration of DHL Kazakhstan CJSC (a member of DHL Group) and subsequent re-organization into a limited liability partnership;

-                 advice to Hurricane Hydrocarbons Ltd. (currently PetroKazakhstan Inc.) in connection with the acquisition of controlling shareholding in Yuzhneftegas JSC (currently PetroKazakhstan Kumkol Resources) and controlling shareholding in SHNOS JSC, a major refinery in Kazakhstan (currently PetroKazakhstan Oil Products LLP);

-                 development of new foundation documents for Yuzhneftegas JSC (currently PetroKazakhstan Kumkol Resources JSC) and foundation documents for all local companies and branches of PetroKazakhstan Inc., including foundation documents for SHNOS JSC;

-                 representation of shareholders and trust stock managers at the general meetings of shareholders of SHNOS JSC, Hurricane Kumkol Munai JSC (currently PetroKazakhstan Kumkol Resources JSC) and CNPC-Aktobemunaigas OJSC, including protection of investors and managers from the actions of “hostile” shareholders;

-                 advice to the Kazakhstan subdivision of the Red Cross Society on various corporate law issues in connection with bringing of the corporate structure in compliance with the requirements of the legislation;

-                 development of foundation documents for the pension assets managing company ABN AMRO Asset Management CJSC and ABN АМRО Accumulation Pension Fund CJSC;

-                 advice on corporate issues and drafting of various corporate documents for a number of other major companies and their joint ventures and subsidiaries in Kazakhstan.