For more than 25 years, Sofiya has advised international companies on a broad range of business and legal matters, including investment advisory, business set-up, strategic acquisitions, negotiations with government authorities and arbitration.
Sofiya advises a diverse client base, including international corporations and publicly listed companies. She has also contributed to the development of legislation and regulations governing subsoil use, M&A transactions and taxation in Kazakhstan.
Sofiya has particular expertise in the taxation of subsoil users and mining companies, including transfer pricing and international taxation. Clients value her combination of technical strength, commercial insight and business-focused advice, as well as her ability to engage effectively with government authorities. Her practice also encompasses corporate structuring and business optimization.
Sofiya has authored a number of publications on topical oil and gas matters and regularly speaks at industry conferences. She has also participated in several government-led working groups responsible for drafting legislation in the Republic of Kazakhstan.
Sofiya’s selected experience includes:
Strategic acquisitions and disposals in the natural resources sector: advised on major oil and gas and mining transactions, including a USD 100 million indirect acquisition of a Kazakhstan subsoil user through a reverse takeover on the London Stock Exchange, a USD 52 million acquisition of an oil and gas subsoil use contract and the proposed USD 500 million sale of a concession project.
Acquisition and transfer of subsoil use assets: provided comprehensive legal support to international exploration and production companies on acquisitions of oil and gas and mining projects and Kazakhstan assets, including transaction structuring, due diligence, drafting transaction documents, transfer of subsoil use rights and obtaining regulatory approvals.
Subsoil use contracts and production sharing agreements: advised major international and Eurasian oil and gas companies on negotiating, extending and amending subsoil use contracts, concession agreements, joint venture agreements and production sharing agreements, including offshore projects.
Exploration, production and infrastructure development: advised oil and gas and mining and uranium companies on the transition from exploration to commercial production, expansion of contract areas, extension of operations and development of fields infrastructure.
Tax structuring and due diligence: advised international oil and gas, mining and investment companies on tax-efficient transaction and business structures, transfer pricing, international taxation, taxation under production sharing agreements and tax due diligence in connection with acquisitions.
Tax disputes and investigations: represented international companies in disputes with the Kazakhstan tax authorities concerning VAT refunds, specialized tax regimes, transfer pricing, production sharing agreement stability provisions and other tax assessments, including proceedings before the Supreme Court of Kazakhstan.
Customs and cross-border disputes: represented major international companies in matters concerning customs exemptions under production sharing agreements, unlawful transfers of guarantee funds to the state budget and disputes relating to the transportation of goods and products through Russia and China.
Renewable energy: advised on the development of Kazakhstan’s landmark first renewable energy project, which contributed to the development of the regulatory framework, improvement of the auction process and implementation of competitively tendered renewable energy projects.
Joint ventures and corporate governance: advised on the establishment and operation of joint ventures in the oil and gas, mining, geological and airborne geophysical survey sectors, as well as on governance and risk-management matters involving publicly listed companies.
Technology and digital businesses: advised major Eurasian and international technology companies, online platforms, taxi and food-delivery services, advertising networks and microfinance businesses on market entry, business models, tax structuring and regulatory compliance in Kazakhstan.
Software and intellectual property: advised a leading European software development and food-delivery platform on the launch of its Kazakhstan operations, including regulatory requirements, network structuring, service arrangements and intellectual property rights.
International business establishment and restructuring: advised airlines, manufacturers, consumer brands and biochemical companies on establishing, operating and closing businesses in Kazakhstan and Central Asia, including corporate structuring, permanent establishment, VAT, double taxation treaty and deregistration matters.
Employment and dispute resolution: advised international oil and gas, industrial, telecommunications and technology companies on senior management employment, standard employment agreements, labour commissions, termination, non-compete, mediation, remote and part-time working arrangements and employee disputes.
Compliance, anti-corruption and sanctions: advised major uranium, pharmaceutical and industrial companies on anti-bribery and compliance policies, regulatory requirements and business structures, including advice to a Eurasian producer of military equipment on potential transaction structures in light of sanctions imposed on Russia.
Legal profession reform: in cooperation with the Kazakhstan Bar Association, initiated the recognition of Kazakhstan legal consultants under the Qualified Lawyers Transfer Scheme following the 2018 reform of the legal services regime, opening an international qualification route that had previously been available only to Kazakhstan advocates.
Sofiya is a frequent speaker, moderator and trainer at leading international and regional legal and business forums. She has spoken at events organized by the International Bar Association, the Law Society of England and Wales, the Astana International Financial Centre, the Kazakhstan Bar Association, the EBRD and leading universities.
Her speaking topics include the regulation and management of the legal profession, investment and business climate, subsoil use and taxation, dispute resolution and mediation, anti-corruption, leadership, professional communication and legal writing.
Selected speaking engagements include:
“Health of a Law Firm in Turbulent Times,” International Bar Association webinar.
“Regulation of the Legal Profession in the CIS Region,” webinar organized by the Law Society of England and Wales.
“State Support for Business during COVID-19,” webinar organized by JuRuss – Russian-Speaking Lawyers Association.
“Legal Profession in Kazakhstan,” IBA Law Firm Management Conference.
“Central Asian Pipelines: Kazakhstan Perspective,” International Bar Association Annual Conference.
Mediator in an Arb-Med demonstration organized by the International Arbitration Centre and the AIFC Court.
Moderator of a session on dispute resolution in foreign courts and international arbitration, Kazakhstan Dispute Resolution Forum.
Speaker at the English Law Summit and Astana Legal Forum.
“Emotional Intelligence in Business Management,” EBRD Mentoring for Women Entrepreneurs of Kazakhstan programme.
Training on Kazakhstan’s Subsoil Use Code for major international and Kazakhstan-based oil and gas companies.
Legal writing and professional communication training for lawyers and in-house legal teams of major international and Kazakhstan companies.
Speaker and session moderator at Kazakhstan Corporate Lawyers Forums, including presentations on developments in subsoil use legislation.
“Regulation of the Legal Profession in Kazakhstan,” Opening of the Legal Year, London.
“Investment Opportunities, Privatization and Taxation in Kazakhstan,” Belt and Road Outbound Investment and M&A Forum, Beijing.
Presentations on subsoil use taxation and regulatory matters at international conferences of the Kazakhstan Petroleum Lawyers’ Association.
Co-organizer and host of initiatives on improving anti-corruption legislation together with the Kazakhstan Bar Association and KIMEP University.
“Structuring Joint Ventures: Key Commercial and Contractual Matters and the Resolution of JV Disputes,” British-Kazakh Law Association seminar on international investments in Kazakhstan.