Corporate and M&A

Our Corporate and M&A practice is one of the most established and well-known practice in Kazakhstan.

Our lawyers have extensive experience in M&A and due diligence. We have completed medium and large-scale transactions in various sectors of the economy, not to mention huge amounts of due diligence, conducted by L&M's team of lawyers over the years. The average transaction value is approximately USD 150 million. We advise on a wide range of corporate matters, including:

  • Cross-Border and International Mergers and Acquisitions
  • Private Equity and Strategic Investments
  • Takeover Defense

Corporate Governance

Also, we are actively involved in a broad range of local and cross-border transactions, such as joint ventures, share and business acquisitions and mergers, disposals, reorganizations, leveraged buyouts, schemes of reconstruction and amalgamation, capital restructuring, and private equity investments. Our recommendations allow clients to increase the efficiency of the management, optimize taxes, minimize risks, and improve corporate transparency in order to attract investors.

As for complex international projects, we are working together with our partners from Europe, Russia, China, USA and Asia. Cooperation with foreign partners, as well as the personal extensive experience allows us to use the full range of methods and legal products in line with international practice for implementation of projects and transactions in various jurisdictions.

As our clients are prominent local and foreign businesses, multinational corporations and government entities, such a collaborative approach is aimed to ensure that they receive the quality of services that is essential in today’s competitive environment.

Our Services:

Incorporation

  • establishment of legal entities, the registration of branches and representative offices
  • development of memorandums, articles of association, contracts of share sale, joint venture agreements
  • advising foreign companies on types of optimal forms of doing business in Kazakhstan
  • establishment of joint ventures, partnerships and strategic alliances

Due diligence and M&A structuring

  • structuring of transactions
  • legal strategies on the "entry", "management" and "exit" options  for the projects
  • legal audit (due diligence)
  • obtaining approvals for an economic concentration (for mergers, foreign investment in strategic industries, for transactions in respect of assets (fixed production)
  • tax consulting in the implementation of M&A transactions
  • support of M&A transactions, including the stage of complete transfer of the control over the target to the acquirer

Corporate Restructuring

  • structuring businesses, creation of holding companies
  • legal support for procedures of reorganization (merger, acquisition, division, separation, transformation)
  • liquidation of legal entities, the cessation of the activities of branches and representative offices
  • privatization and projects of public-private partnerships
  • development of memorandum, SPA, JVA, SHA and exclusivity agreements, term sheets, preliminary contracts, etc.
  • restructuring  assets and facilities

Corporate Governance

  • advising on corporate governance best practices and strategies
  • development of memorandums, articles of association, articles of incorporation, the provisions on the governing bodies of JSC, LLP, corporate governance codes
  • development of option programs for  management
  • supporting of matters of corporate reporting
  • hostile takeover defense  and the protection from corporate raids (development of  strategies for the protection and optimization of the corporate structure, analysis and adjustment of corporate documents, monitoring and control of accounts payable, asset protection of the business)
  • advising on anti-money laundering

Issue of Securities

  • organizational and legal support in public and private placements
  • legal support for transactions with securities and participating interests

Regulatory and Licensing Procedures

  • legal compliance with licensing and certification, approval, notification, and other regulatory procedures

Antitrust Practice

  • business analysis of companies with recommendations for  risk minimization for violation of antitrust laws
  • preparation of legal filings for references to the antitrust authorities for the protection of rights in relation to anti-competitive behavior of other entities
  • legal support in antitrust audits and litigation, including the development of strategies to protect the interests of companies and representation in courts of all levels
  • compliance with legislation on advertising
  • advising on all aspects of antitrust regulation, including such areas as:
    • unfair competition
    • abuse of dominant position
    • anti-competitive agreements and concerted actions of economic entities
    • anti-competitive behavior of public bodies
    • state control over economic concentration

Contracts

  • drafting and analysis of commercial contracts, including contracts of agency and commission agreements, construction contracts, rent, supplies, services, distribution agreements
  • EPC contracts, contracts on FIDIC models
  • preparation of documentation to contracts (acceptance acts, agreements on the extension, termination of contracts)
  • legal audit (review) of contracts, development of the internal acts that regulate contract coordination and changes in the procedure for concluding of contracts

Labor issues

  • development of employment contracts, internal documents regulating labor relations and organizational issues
  • advising on general issues of safety (development of the local acts in the field of labor, recording accidents, etc.)
  • development of regulations and procedures to reduce the risk of asserting companies and their executives to administrative responsibility for violations  of health and safety standards by the workers
  • pre-trial  negotiation (mediation) in resolving labor disputes between employees
  • protecting the interests of the client in courts of all instances on a labor dispute
  • support of the recruitment of foreign workers as well as  obtaining work permits for foreign personnel
  • representing the interests of the employer in the state bodies (labor inspection)
  • development and implementation of regulations and procedures for the establishment of a regime of trade secrets and the observance of it by the employees
  • tax aspects of the recruitment of foreign personnel
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News Projects

December 09, 2016

Linkage & Mind represented the interests of Strabag during the negotiations with its Kazakh partner and reached out of court settlement of the dispute on compensation Kazakh partner’s debt 2 000 000 USD.

November 01, 2016

In the frame of raising funds in the Development Bank of Kazakhstan Linkage & Mind team conducted the legal audit of the following companies: Continental Logistics Shymkent LLP, Talas Investment Company, Kaustic JSC, Kainar - AKB LLP, МТS LLP.

September 02, 2016

Linkage & Mind assisted Israeli company during the process of negotiation and signing of the equipment purchase contract in defense industry (contract value -3 mln USD).

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Kazakh Machinery Construction Group

Analysis and evaluation of the restructuring plan the group of companies in connection with the conversion of the Group's financial liabilities to the Bank into equity capital (mezzanine).

Urbasolar

Advising on and assistance in obtaining right of land use for the land plot in Southern Kazakhstan region during  construction of solar power station.

Renewable Energy Company from Germany

Legal advising and support on M&A transaction relating to acquisition of 75% share  in a Kazakhstani company.

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M&A Lawyer of the Year 2013 - Kazakhstan

20+major investment projects