Almaty and Atyrau, Kazakhstan
Macleod Dixon's Almaty and Atyrau offices possess extensive expertise in international transactions, particularly in energy, mining, capital markets and securities, banking and finance, corporate and commercial, regulatory compliance, real estate and construction, labour and employment and litigation and dispute resolution.
The Almaty office of Macleod Dixon was opened in 1995, shortly after the birth of Kazakhstan as an independent republic. By then, the country, with its large energy and mineral reserves, was already on a course of making significant progress towards a market economy. In 2001, Macleod Dixon expanded its Kazakhstan legal practice and opened an office in Atyrau - the “oil capital” of Kazakhstan, to serve clients in the Caspian Region, where we are one of the few law firms (domestic or international) to offer a full-service presence.
Today, we have one of the most reputable foreign legal practices in the Commonwealth of Independent States, with offices located in both Kazakhstan and Russia. According to Chambers Global 2007, Macleod Dixon in Kazakhstan “has become known for its excellent energy and mining practice with a focus on M&A work, generally in cross-border transactions”.
Our clients include both local and foreign companies, governmental agencies, multinational corporations with activities in Kazakhstan and other Central Asian nations. Macleod Dixon’s lawyers have a proven, results-driven track record of effectively operating in the diverse and challenging legal environments of the CIS countries.
The Almaty and Atyrau offices combined staff of 40 includes 18 legal professionals; however, in the handling of major projects, the Kazakhstan practice has the advantage of being able to rapidly staff up by drawing upon other international offices.
The Almaty/Atyrau offices are headed by a team of two partners. Maxim Telemtayev, who is a leading and widely recognized specialist in mining and energy, is the Managing Partner of the practice. Another partner, Yerzhan Kumarov, is a leading legal practitioner of banking and finance, securities and cross-border transactions.
Our on-the-ground experience in the CIS is a valuable commodity in negotiating business transactions, as is our in-depth knowledge of local, regional and national laws and business methods. Our Kazakhstan lawyers have gained significant experience in interacting and achieving all-important relationships with central government authorities, as well as local administrations and officials throughout the Central Asian region.
When retained to work on multi-jurisdictional projects, the Kazakhstan office has not only the necessary in-depth experience to provide counsel on matters involving Kazakhstan law, but may also draw on the expertise of such professionals as Glenn Faass and Rujuta Patel who are qualified to assist clients in transactions governed by English law.
Our professionals speak at and prepare papers for the major oil and gas and investment conferences that are held in Kazakhstan, Russia, Europe, Asia, North and South America.
All our lawyers are fluent in English and Russian. Other languages spoken and/or read by our lawyers and support staff members include Kazakh, French, German, Arabic, Turkish and Korean.
Our Areas of Practice
Energy
Our Kazakhstan offices are actively providing expert legal advice to a variety of clients working in the energy sector including oil and gas exploration and production, service and power generation companies. We have considerably expanded our portfolio of clients in the energy industry to include such names as Gaz de France, EEG-Erdgas Erdol GmbH, Baker Hughes, WorleyParsons, Universal Sodexho, F.H. Bertling.
Primarily, counsel which we provide in the energy field consists of advising clients on legal aspects of exploration, development, production, transportation of oil and gas and on financing issues in public and private markets. We provide our clients with legal support in cross border transactions; structure corporate vehicles such as joint ventures; perform due diligences; assist in obtaining and transferring of subsoil use licences, miscellaneous approvals and permits; represent energy companies in litigation and dispute resolution cases; advise on employment and labour law and regulatory compliance with subsoil legislation; represent buyers and sellers of energy assets in a variety of mergers and acquisitions.
Mining
Our lawyers in Kazakhstan are proud to represent some of the biggest names in the mining community such as Barrick Gold Corporation, BHP Billiton, UrAsia Energy Ltd. Our mining practice group has worked extensively across all branches of the mining business, with a particular emphasis on gold, uranium, copper, titanium, zirconium. As an example, Macleod Dixon acted on behalf of UrAsia Energy Ltd. in the largest private uranium acquisition in the world.
Our mining legal practice has acquired in-depth experience in every aspect of a mining project. This enables us to advise our clients on a variety of issues such as how to participate in tender procedures; options available as investment and corporate vehicles; applying for and obtaining certificates, approvals and permits; due diligence of mining assets; direct and indirect acquisitions of mining properties; assist in structuring of public and private financings; commercial lending issues from a mining perspective; public offerings and listings of mineral properties. An example of the latter is the firm’s representation of JSC Charaltyn and Eurasia Gold Inc. in a reverse take-over transaction which is the first of its kind in the Kazakhstan mining industry.
Capital Markets/Securities
Macleod Dixon’s Kazakhstan capital markets and securities practice group combines the expertise and skills of local legal practitioners with those of our North and South American and Russia based lawyers, who are able to add their international experience to projects in this sphere.
The list of clients in Kazakhstan interested in listing on foreign stock exchanges is rapidly expanding. Macleod Dixon’s practice is growing to keep pace and is well positioned to respond to clients’ increasingly sophisticated needs when it comes to filing and public shares offerings on foreign stock exchanges. We believe our role is to assist in bridging the gap between local and western mentalities, which helps the transaction to be ultimately successful.
We are often asked to provide counsel on such issues as structuring aspects related to acquisitions and dispositions of assets/interests in high profile and large transactions, as well as with local regulatory and tax compliance. We conduct due diligence reviews of the Kazakhstan assets which are the subject of an IPO: assess any legal risks related to title, litigation and outstanding debt issues and of course provide subsequent recommendations on how to eliminate identified risks. As an example, we are proud to have acted as local legal counsel, as an example, in a merger between Alcatel and Lucent, considered to be one of five of the largest mergers in the world.
In the securities area, our lawyers prepare loan facilities for local and international banks, consult clients on the issuing of local bonds, conduct legal reviews of prospectuses, oversee lending/credit issues and prepare corresponding documentation, draft securities’ agreements, assist in the purchase and sale of securities through the London and Toronto stock exchanges and generally advise on significant aspects of securities’ legislation.
Banking & Finance
The Kazakhstan practice is frequently asked to counsel and represent clients - domestic and foreign banks, borrowers and lenders, investors and lending institutions involved in financial transactions, on the legal requirements related to banking legislation. We invariably come across the issue of currency regulations and instruments where we are well versed from a local legal perspective. Our lawyers are called upon to negotiate terms and conditions and prepare loan facility documentation. Our expertise extends to specialized resource (i.e. oil export) financing, negotiating revolving loans, handling lines of credit, non-recourse project and equity financing.
Corporate & Commercial
We undertake corporate issues for many of our clients and those issues vary from initial corporate establishment to structuring management in new entities such as the most appropriate corporate and investment vehicles for their purposes and which will best achieve their business objectives, i.e. joint ventures, joint stock companies, limited liability partnerships etc. When registering companies, we have, over the years, acquired extensive experience of dealing with neighbouring republics and with local administrations and officials in almost every region of Kazakhstan.
Our corporate and commercial advice also covers important issues which impact on the day to day business of a company such as taxation, currency controls, customs, as well as ongoing commercial contracts.
We provide general advice on taxation to local and foreign banks, mining and oil and gas companies. We also represent clients in litigation cases involving taxation matters. On a broader basis, our tax advice includes international treaties, taking into consideration the overall business model a client is planning to implement. Most often we deal with companies and international tax treaties from the UK, USA, Netherlands, and Canada.
In terms of contractual legal advice, our lawyers are often asked to draft sale and purchase agreements, transportation, loan (including inter-company and shareholder’s loan), distribution, supply and major construction agreements (including for construction management and related engineering services). In the process, our legal practitioners take into account the choice of law, provisions for dispute resolution and security for performance of contractual obligations. In structuring contractual arrangements, we can also advise on the various aspects of contracting with local parties, as well as the local enforcement of contracts. We always try to assist our clients in achieving a mutual vision with the local partner and work through any differences in corporate mentality and business approach.
Regulatory Compliance
A major part of a business for any client is compliance with local regulatory and licensing requirements. This becomes an ever-pressing issue in rapidly developing and changing regulatory environments such as Kazakhstan. For our clients we normally conduct a comprehensive analysis as to whether a particular business is subject to any specific regulatory or licensing requirements.
We deal with obtaining authorizations related to handling of chemicals, explosives, dangerous substances, radioactive materials, and others. The scope of permits varies from export, import, storage, transportation, general use and local application.
We also assist with the certification of foreign equipment and technologies. We organize the procurement of a variety of licences for our clients for many different purposes, including engineering, construction, use and export/import of hazardous and dangerous substances, use of certain equipment for oil and gas pipelines and others.
In the course of our practice we work closely with state ministries and departments including the Ministry of Energy, Construction Committee, Gostechnadzor (Technical Supervisory Board), Ministry of Ecology, National Bank, Ministry of Labour, anti-monopoly and other local regulatory authorities. In our practice we often deal with regional authorities in Almaty, Atyrau, Aktau, Astana, Uralsk and Karaganda.
Real Estate & Construction
Real estate law is a growing area for our firm, in step with the flourishing and expanding construction industry in the country. Our focus has mostly been advising clients on large scale and high profile real estate projects. An example of a recent transaction where we acted on behalf of the buyer - a Korean construction company - involved the acquisition and construction of commercial and residential real estate. We also assisted this client in the establishment of a joint venture with their local partner, the transaction value being close to US$1 billion.
We advised another Korean client, this time a major bank, on project financing provided to a Kazakhstan borrower for the construction of an apartment complex in the city of Almaty. This transaction was valued at approximately US$30 million.
In addition, we have served local clients working in the real estate sphere. For example, we assisted a Kazakhstan construction company in establishing a joint venture with a foreign partner and in the acquisition and construction of commercial and residential real estate; this project was valued at US$600 million.
Labour & Employment
The Kazakhstan practice of Macleod Dixon has developed in-depth and practical experience in labour and employment law which for foreign companies is such a vital aspect of doing business in Kazakhstan. One of the particular concerns for our clients is the so-called “work permit” – a document allowing a foreign citizen to work in Kazakhstan. We assist our clients in obtaining work permits in different regions of Kazakhstan, but most often in Atyrau, Aktau, Uralsk and Almaty regions. We are able to obtain work permits, under a single application, ranging from one person to several hundred at one time. We counsel our foreign clients on such mandatory requirements as the hiring of local staff and investing in training local specialists to ultimately replace expatriates. Our lawyers are also involved in representing clients in labour and employment claims filed with law courts.
Litigation & Dispute Resolution
Macleod Dixon’s litigation and dispute resolution practice has continued to diversify to include such areas as taxation, labour and employment, customs, debt collection, commercial, equity ownership, insurance, securities and state authority disputes. In representing our clients, we always first try to settle the case out of court, which allows for a practical and cost-effective solution for our client.
Our associates represent clients in courts at all levels - district and regional courts, as well as in the Supreme Court of Kazakhstan. In addition to Kazakhstan, Macleod Dixon’s litigation practice embraces other jurisdictions. As an example, our lawyers represented a major South Korean oil equipment producer in the Korean Arbitration Court in a litigation involving corporate and securities matters. Other examples of our litigation practice include: acting on behalf of Baker Hughes (USA) in various judicial administrative proceedings relating to customs matters; ensuring a successful outcome for our client - Bertling Kazakh Logistics in an employment and labour litigation, in particular the reinstatement at work of their former deputy director and securing compensation for moral damages.
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Almaty |
Atyrau Office 902 A, 9th floor 48 Azattyk Avenue Atyrau 060005 Republic of Kazakhstan Phone: 7 (3122) 58 6898 / 58 6897 Fax: 7 (3122) 58 6898 |
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Click here for a PDF of "Doing Business in Kazakhstan".
