
Larissa Yemelyanova
Partner
|
About Partner
Ms. Yemelyanova specializes in business, labor, contract and migration law.
Larissa successfully combines work in three AEQUITAS's most active areas of practice – business law, labor & employment and pharmaceuticals – together with other practice areas important for clients. Larissa handles any work in a responsible manner and brilliantly contributes to projects requiring complex analysis and preparation of legal opinions. Larissa has successful experience of client representation in court and in the course of client inspections by governmental agencies and participated in the due diligence of major companies in different cities of Kazakhstan.
She has attended a number of trainings at the Career Development Center of the Union of Advocates of Kazakhstan and holds ISO quality management systems internal auditor certificate.
Memberships
Kazakhstan Bar Association,
Ius laboris
Experience
2025-present - AEQUITAS Law Firm – Partner
2024-2025 - AEQUITAS Law Firm – Counsel
2008-2024 - AEQUITAS Law Firm – Senior Associate
2002-2008 - Group of companies specializing in security systems and services – Head of Legal Department
1999-2002 - Major transport & logistic companies – Lawyer
Education
2010 Bournemouth Business School International, course of legal studies, England
2005 Almaty Management University (former International Academy of Business), BA-finance, Kazakhstan
1999 International Slavic Institute, LLB (majored in commercial, entrepreneurial and banking law; ranked as the "Best student for 5 years of studies"), Russia-Kazakhstan
Awards / Recognition
Recommended Lawyer in Tax and Customs (The Legal 500 2024);
Noted in General law (AsiaLaw 2020)
“Very responsible, diligent and detail oriented.” AsiaLaw Profiles 2020
“Diligent, devoted and deeply knowledgeable.” The Legal 500 2017
Representative Projects
Larissa's extensive experience allows her providing comprehensive, business-focused advice for the purpose of professional support of your business in Kazakhstan on a wide range of issues, including labor, civil and business law, customs and logistics matters, corporate law, pharmaceuticals, healthcare, and other regulated spheres. The important advantage of Larissa's work is a complex and system approach combining comprehensive expertise and profound experience in different spheres of law.
The clients are Chevron, Tengizchevroil, ExxonMobil, Caterpillar, Ipsen, Sanofi, HP, Michelin, NIPIgaspererabotka, Sew-Eurodrive, Dr. Theiss Naturwaren GmbH, METRO, LG, Johnson&Johnson, Besins Healthcare, Siemens, Peri, CMA CGM Logistics Central Asia, Bogatyr Access Komyr, Coca-Cola, KCell, Abbott, Karazhanbasmunay, Salini Costruttori S.p.A., Coriant, GE, Hennessy, Mitsubishi, Gowling WLG (UK) LLP, Allen & Overy, Baker Botts (UK), Clifford Chance, Covington & Burling, Jacobs, Kele Inc., Lewis Silkin, Mundipharma, Servier, METRO, Shardul Amarchand Mangaldas & Co, Atomy Rus, AstraZeneca, Jones Lang Lasalle, Uranium Mining Company, major foreign oil company, major international pharmaceutical companies, and many other clients.
Please see below a description of certain closed projects and experience with a breakdown into practice areas.
Labor Law
Larissa possesses many years' expertise in advising large foreign and local companies on a broad range of labor issues.
Relevant clients are Ius Laboris (alliance of the world leading law firms), World Bank, Mitsubishi, Chevron, Tengizchevroil, ExxonMobil, Caterpillar, Ipsen, Canon, Sanofi, Abbott, FieldCore, HP, Johnson&Johnson, Schlumberger, Eni, Dr. Theiss Naturwaren GmbH, Sew-Eurodrive, LG, British American Tobacco Kazakhstan Trading, Berlin-Chemie, major foreign oil company, Siveco Romania, Coca-Cola, Mars, METRO, Megapolis Kazakhstan, Sony, Mitsui, Reckitt Benckiser, Roche, Chimpharm (Polpharma), Wagenborg, Huawei, Al Tamimi & Company, DAI Global, Population Services International, Penal Reform International, Ferrero Kazakhstan, Outotec, Besins Healthcare, Actavo, Tyco Electronics Raychem GmbH, Uber (referred by DLA Piper UK), Exterus B.V., Mundipharma, major international pharmaceutical companies, major local company in the railway transportation sphere, ALRUD, Allen & Overy, Herbert Smith Freehills CIS, Jones Day, Magrath Sheldrick, Pinsent Masons, Sagardoy Abogados, Moncler (referred by Toffoletto De Luca Tamajo e Soci Studio Legale), Willkie Farr & Gallagher, Pepeliaev Group, Astra Zeneca, Chagala Management, IMO Leipzig GmbH and many other.
Please see below certain fulfilled assignments for different clients based on practice areas.
- Structuring of business (re)organization in the labor sphere – elaboration of scenarios of organizing labor relations, which will be the most favorable from the standpoint of legislation and business interests.
- Hiring of managing and key employees, including foreign employees – negotiations with CEOs, drafting of corporate and labor documents for hiring, advice and development of special hiring conditions.
- Change of managing employees – extensive experience of organizing the process of changing managing employees, including advising, drafting of all required labor and corporate documents, signing of documents on the basis of a power of attorney, holding of meetings and negotiations for amicable settlement of the process of changing a CEO.
- Complicated dismissals: elaboration of strategy, drafting of the required documents, legal opinions, advising, support of dismissals and negotiations with employees.
- Payment, regime of work and rest: drafting of the required documents, advising, calculation of the days of leave due, work time in case of cumulative work time accounting, and recommendations on the optimal work formats.
- Occupational health and safety: drafting of different documents, including occupational health and safety instructions, orders on appointment of responsible persons for different safety areas, due diligence in the occupational health and safety sphere, advising, producing a speech for a conference.
- Secondment and provision of personnel: advice concerning the risks and optimum options for Kazakhstan, analysis and adjustment of contracts.
- HR documents: drafting of an extensive list of different labor documents, including employment contracts, orders, regulations, model templates, etc., among other things, with a view to intricate and non-routine issues.
- Conciliation board on pre-trial consideration of individual labor disputes: drafting of documents for establishment and unimpaired functioning of the conciliation board.
- Non-competition, trainings and confidentiality: drafting of non-compete agreements, training agreements, confidentiality consents, and advice on these issues.
- Liability of employees (material, disciplinary and other): drafting of legal opinions and advice regarding the possibility of imposing disciplinary liability on employees, drafting of documents for an employer in disputable situations.
- Labor audit: comprehensive and limited-scope audit, including involving business trips and review of documents at the client's office together with measures intended to prepare a company for a labor inspection.
- International transfers of chief executives and employees: support of international transfers and appointments, drafting of documents, advice.
- Non-routine situations: rendering assistance to companies in non-routine situations, advising and practical solution of legal matters.
- Legal opinions on a wide range of issues. Examples of certain issues requiring legal opinions (except for those listed in other items):
- work under the conditions of the state of emergency and the quarantine;
- hiring of relatives;
- introduction of the Extraordinary Profit Sharing Plan;
- change of special conditions of work permits;
- special work regimes for drivers;
- inflation index;
- dismissal of employees;
- change of chief executive officers; and
- labor relations with a woman with a child, etc.
- Labor inspections: successful representation and protection of clients' interests.
- Accidents: advice on required documents and measures.
- Dismissal of a CEO of a dormant LLP on his/her own initiative in the absence of the participants' consent.
- Workshops: HR documents and replacement of employees (Chevron); electronic employment contracts and unified accounting system of employment contracts (Chevron, Tengizchevroil); changes in labor law (Tengizchevroil).
- Public work:
- webinar concerning anti-crisis restructuring and provision of personnel;
- webinar on the issues of relocation of foreign companies to Kazakhstan;
- webinar concerning the Unified Accounting System of Employment Contracts;
- reports, conferences, round tables;
- preparation of proposals to the new draft Labor Code of Kazakhstan, which entered into force in 2016, many of which were accepted.
- World Bank respondent.
- Public work: participation in the work of AmCham, ACFAK, writing of articles and other publications.
Data Protection
The data protection issues originate not only within labor relations, but also in other spheres of the companies' activities. Larissa advises on all legal issues of personal and other data protection.
- Drafting of a set of documents on collection, processing and protection of personal data, including internal regulations of companies, forms of consents to collection and processing of personal data, lists of responsible persons, and other documents.
- Drafting of special forms of consents to collection and processing of personal data – for job seekers, employees, healthcare professionals, and other persons.
- Advising on various issues, including personal data localization, collection and processing of personal data in the course of marketing programs, work of Internet resources, and other business processes.
- Drafting of policies to be posted on Internet resources.
- Drafting of conditions on personal data protection for civil contracts.
Migration Law
Hiring of foreign employees and engagement of foreigners for temporary work in Kazakhstan are always associated with the migration requirements compliance. The nuances of such requirements are considered when resolving practical tasks set by our clients. The work performed covers as follows:
- Drafting of summary tables on visa requirements of different countries and countries with visa-free regimes.
- Drafting of a migration guide for Topia's Internet portal.
- Advice on work permits and work without permits.
- Drafting of special conditions in employment contracts with foreign employees to ensure compliance with the migration legislation requirements.
- Advice regarding the foreigners' stay in Kazakhstan and notifications about arrival and movement of foreigners, writing a number of publications on these issues.
- Advice on intra-corporate transfer, writing of publications on disputable issues of intra-corporate transfer.
- Advice on the issues of liability in the migration sphere.
Civil Law
Larissa is normally involved to draft legal opinions or documents on intricate issues of civil law. The work performed covers as follows:
- Supply and sale and purchase (equipment, cars, medicines, other goods): drafting of contracts and specifications, including with complicated conditions of Incoterms®, as well as for the supplies with special legal regulation, holding of negotiations with counterparties, recommendations on mutual settlements, resolution of disputable situations.
- Lease of immovable property and equipment: drafting of lease agreements, documents for cancellation of lease agreements, change of lease payment, drafting of conditions in connection with reconstruction of the leased premises, advising.
- Contractor's work and services: drafting of various contracts, including construction contracts, preparing documents for amendment, cancellation of contracts, advising on the issues of guarantee obligations and other issues, legal opinions.
- Insurance: adjustment of contracts, advising, legal opinions on insured accidents.
- Contracts on a wide range of issues (warehousing and provision of services, loans, banking operations, sponsor agreements, participation agreements, etc.).
- Civil liability and limitation of civil liability: legal opinions, evaluation of documents and assessment of risks, advising, selection of the optimum scenarios, protection of clients' interests.
- Drafting of legal opinions on a wide range of complicated legal issues, including in disputes and for international arbitrations, including as follows:
- disputable issues of price under a contract with KazTransGas for the sale of gas;
- cancellation of ЕРС contracts;
- interpretation of conditions of EPC contracts and possibility to qualify an amount in dispute as a forfeit;
- cancellation of a contract for the construction of a major immovable property item, liability of a customer and a contractor, payment obligations (legal opinion for a party to an international arbitration dispute);
- interpretation of certain provisions of a contract relating to collection of the money interest in connection with payment delay;
- warranty period and other obligations in connection with an accident at an oil pipeline;
- mitigation of the risk of invalidating an interested-party transaction, invalidation of major transactions and transactions in the course of subsoil use operations;
- invalidation under the laws of Kazakhstan of a contract subordinated to foreign laws.
Business Law
The Business Law practice affects different issues of activities of for-profit and non-for-profit organizations in Kazakhstan. Larissa's experience covers as follows:
- Compliance: labor support and execution of relevant documents, evaluation of the risks of corruption, advising, recommendations in the corruption control sphere, development of compliance clauses for contracts.
- Business organization and reorganization: legal structuring, recommendations on market entry and doing business for major outlet chains and other clients.
- Business risks: analysis and forecast, elaboration of measures in mitigation of risks.
- Regulation of the spheres of activities (licensing, permitting procedure, requirements to the types of activities): advising.
- Currency operations: advising regarding requirements in the currency sphere, verification of contracts as to compliance with currency requirements.
- Relations with counterparties: legal protection of the clients' interests in relations with counterparties, holding of negotiations, settlement of disputes, risk assessment, drafting of clients' letters to counterparties, including drafting of other documents.
- Storage and destruction of documents: advising on the issues of storage and destruction of documents, drafting of legal opinions and a set of documents required to organize registration, storage and destruction of documents in a for-profit organization.
- Business and state: advising on the issues of public procurement, procurement by Samruk-Kazyna, drafting of legal opinions, contracts, drafting and administering of inquiries to governmental agencies.
- Taxes: assessment and mitigation of tax risks, accounting issues (with respect to complicated issues, together with tax advisors).
- Due Diligence (legal audit).
- Drafting of legal opinions on a wide range of complicated legal issues, including as follows:
- procedure and possibility of buying back defective spare parts when repairing equipment kept on the balance sheet of a state institution;
- necessity for a manufacturer's representative to participate in certification of equipment in Kazakhstan, which has been imported by a third party;
- possibility to implement a bank guarantee;
- possibility of recovering debt of borrowers from ultimate beneficiaries;
- verification of ownership over a large equipment batch;
- structuring of joint activities to mitigate legal risks;
- establishing the legal status of Puerto Rico as a separate state or a part of the USA (including correspondence with foreign regulatory authorities);
- classification of residential and non-residential premises;
- introduction of amendments into the prospectus of share issue;
- organizing the activities of the Edinburgh education organization in Kazakhstan.
- Certification and confirmation of conformity of goods: drafting of legal opinions on different issues of obtaining and effective terms of conformity certificates for industrial products.
- Establishing the country of origin: drafting of legal opinions on criteria and procedure for determining the country of origin for different industrial goods for export and other internal purposes, correspondence with the National Chamber of Entrepreneurs "Atameken".
Corporate Law
Larissa is involved in settlement of complicated issues in the sphere of corporate law. Such issues normally relate to labor sphere and involve drafting of complicated corporate documents for clients.
- Advice on optimization of the management structure, including formation and activities of collective and sole management bodies.
- Advice on protection of the interests of participants (shareholders).
- Drafting of the articles of association with a complicated system of allocating powers of the management bodies.
- Drafting of the Directors Regulations.
- Drafting of special provisions on the "double signature rule" for incorporation into corporate and other documents.
- Drafting of corporate resolutions on different issues.
- Corporate issues of regulating powers of CEOs of representative offices and other high-level officers.
- Conducting a business training dedicated to the issues of corporate liability of CEOs of companies.
Healthcare, medicine and pharmaceuticals
- Pharmaceutical industry: in addition to legal support mentioned in other items:
- Commercial and tender policies, standard operating procedures;
- circulation of medicines and medical products (including the issues of manufacture, import, customs clearance, permitting documents, storage, transportation, sale, destruction, market recall, etc.);
- state deliveries and long-term contracts;
- price formation;
- marking;
- mutual relations and contracts with distributors;
- corruption control and compliance;
- gifts;
- instructions for medical use (legal issues);
- other industry-specific issues.
Advertising and promotion: requirements, evaluation of promotional events and advertising materials, evaluation of information on the Internet resources, rules of using the Internet resources.
- Public work: Spoke at the International Eurasian Pharmaceutical Forum (Almaty, Moscow), participated in the work of the Pharmaceutical and Medicine Committee of the Kazakhstan Bar Association and Eurasian School of Business and Entrepreneurship.
- Public office: Secretary of the Association of International Pharmaceutical Manufacturers (2019).
- Spoke at corporate meetings of clients:
- compliance, corruption control, ethical promotion in the pharmaceutical industry;
- laws of the Eurasian Economic Union (EAEU);
- legal support of a global meeting of the management of GE Healthcare of General Electric with local dealers of the company;
- training on the issues of corporate responsibility for the members of the Management Board of a major pharmaceutical company.
- Intellectual property: contracts, patent and other protection of rights to medicines and data of clinical trials, policies to be posted on the Internet resources, advising.
Antitrust
- Antitrust issues: advising, documented registration, opinions for the purpose of defense in disputes with the antitrust authority.
Customs and logistics
- Customs: application of customs regimes, temporary import, conditional release, requirements to import documentation and cargo, customs payments and declarations, customs inspections and liability, possibility to import, etc.
- Logistics: complex agreements with the customs representatives, transporters, forwarding and logistics companies, protection of the clients' interests.
- import of equipment for free-of-charge use by recipients with an obligation to purchase spare parts;
- temporary import of a container with cargo subject to international treaties;
- complicated customs issues of conditional release of goods imported for the company's needs under a preferential regime in historical perspective and subject to legislation of the Customs Union;
- issues of activities of one of the largest companies of Kazakhstan holding a dominant position with respect to services on loading/unloading of railway containers (legal opinion for a court of the Netherlands);
Technology, Media and Telecommunications
- possibility to use cloud services by governmental agencies;
- "right to be forgotten" on the Internet and other methods of protecting honor, dignity and business reputation in the Republic of Kazakhstan;
- protection of legitimate interests of a major mobile communications operator in a * * court dispute over invalidation of a contract;
- protection of legitimate interests of a major mobile communications operator under antitrust legislation when providing the roaming services;
Dispute Resolution
- Claim-Related Work
- prospects of judicial proceedings with a distributor;
- Labor disputes: pre-trial settlement, legal analysis, preparation of materials for court, dispute support (almost all disputes have been successfully resolved).
Industry and Trade
- Trading activities and consumer protection: review of requirements, advising, documented registration, settlement of disputes with consumers.
- Industrial safety: advising.
- sales promotion program;
- tax and regulatory issues of trading activities in Kazakhstan pertinent to different forms of legal presence;
Environment and Subsoil Use
- Environment: international environmental obligations of Kazakhstan, preparation and legal support of the Environmental Forum (30 May 2013, Astana) pursuant to the assignment of Chevron (together with colleagues).
- international environmental obligations in the documents of the World Trade Organization;
- complicated aspects of right to a mining allotment, and the company's rights to production capacities;
- state-'s preemptive right to purchase shares of a subsoil user company and other issues of a disputable situation (legal opinion for a party to an international arbitration dispute).