Practice Area
Corporate
SIGNUM’s Corporate practice advises international and Kazakhstan companies throughout the entire business lifecycle – from establishing a legal presence and designing corporate structures to reorganisations, restructurings, corporate finance and business exit.
We help clients establish effective and sustainable corporate structures, maintain sound corporate governance and implement key corporate decisions in line with legal requirements and commercial objectives. Our team supports boards of directors and general meetings of shareholders and participants, develops corporate documentation, advises on the allocation of authority between governing bodies and provides ongoing corporate support.
SIGNUM also has substantial experience advising on complex domestic and cross-border corporate projects. We support clients on joint ventures, group restructurings, corporate reorganisations, changes in ownership structures and other corporate matters arising in connection with investments, M&A, financing and capital markets transactions. Where required, our corporate lawyers work closely with specialists in tax, employment, regulatory and commercial law.
- Business Establishment and Corporate Structuring – advising on the appropriate form of presence in Kazakhstan and establishing LLPs, JSCs, branches, representative offices, joint ventures and other corporate structures.
- Corporate Governance – supporting boards of directors and general meetings of shareholders and participants and preparing corporate resolutions, governance documents and internal procedures.
- Ongoing Corporate Support – maintaining corporate matters, preparing mandatory documentation, supporting corporate changes and providing corporate secretarial services.
- Reorganisations and Restructurings – advising on mergers, consolidations, conversions, spin-offs, changes in shareholders or participants and changes to ownership and management structures.
- Corporate and Cross-Border Restructuring – designing and implementing structures involving multiple companies and jurisdictions, including restructurings of international holding groups.
- Joint Ventures – structuring joint ventures, allocating corporate control, drafting constitutional and shareholders’ agreements and supporting ongoing relations between JV partners.
- Corporate Finance – advising on corporate aspects of debt and equity financing, securities issuances, security arrangements and intra-group financing.
- Capital Markets and IPO Readiness – supporting corporate reorganisations and restructurings, preparing governance documentation and advising on projects involving listings and access to capital markets.
- Liquidation and Business Exit – assisting with voluntary liquidation of legal entities, branches and representative offices and exits by international companies from the Kazakhstan market.
- Bankruptcy and Insolvency – advising companies, shareholders and creditors on corporate aspects of financial restructuring, bankruptcy and insolvency.
Experience
• Advised a world-leading gas and engineering company on the establishment of a joint venture in connection with a gas processing plant project initiated by Kazakhstan’s national oil and gas operator.
• Provided comprehensive legal support to one of Europe’s largest food delivery platforms in connection with its expansion into Kazakhstan, including establishment of its legal presence and ongoing support of its operations.
• Provide ongoing corporate and commercial support to one of the largest international food delivery companies operating in Kazakhstan.
• Advised a major Chinese state-owned corporation on the registration of a branch and establishment of EPC and construction operations in Kazakhstan.
• Advised international companies on the appropriate form of legal presence in Kazakhstan and assisted with numerous registrations of LLPs, branches and representative offices.
• Assisted with the establishment of a Kazakhstan insurance company as a subsidiary of an international insurance group, including corporate, tax and regulatory matters.
• Assisted with the establishment of a Canadian-Kazakhstan joint venture for geological and airborne geophysical exploration.
• Advised the national uranium company and a major international uranium producer on structuring a joint venture for the implementation of projects in Kazakhstan.
• Assisted with establishing a Kazakhstan company for an international automotive brand.
• Advised foreign energy companies on registrations, re-registrations, restructurings and liquidations of legal entities, branches and representative offices in Kazakhstan.
• Advised international and Kazakhstan companies on corporate governance, allocation of authority between governing bodies and implementation of key corporate decisions.
• Prepared resolutions for general meetings of participants and comprehensive corporate documentation for joint ventures, including matters relating to declaration and payment of dividends.
• Developed a corporate governance code, share valuation methodology, corporate events calendar and other governance documents for a major Canadian oil holding company in preparation for a listing on the Kazakhstan Stock Exchange.
• Advised a US non-profit organisation focused on private enterprise on a project aimed at strengthening corporate governance practices in Kazakhstan.
• Advised international companies on changes to management structures and corporate control arrangements within their Kazakhstan subsidiaries.
• Assisted a number of international and Kazakhstan companies with charter capital increases, registration and re-registration of pledges and other corporate changes.
Legal advice to a major Australian company relating to the liquidation of subsidiaries in Kazakhstan and exiting the Kazakh market.
Legal advice to Kazakhstani subsidiary, an international company specializing in communications satellite technology, which is listed on the Australian Stock Exchange, on financial restructuring options relating to Chapter 11 Bankruptcy filed by the company in the US.
Legal support of liquidation of representative office of a major German telecommunication company;
Legal services for liquidation of an oil company representative office;
Legal advice on insolvency issues under Kazakhstani laws for a large international company involved in $15 million dispute with contracting party;
Advice on bankruptcy matters and contract enforcement for an American airline company.
• Structured joint activities between an international consortium of investors and a national oil and gas company in connection with exploration and production projects.
• Advised on the establishment of an Italian-Kazakhstan service joint venture for offshore oil and gas projects.
• Advised a global leader in offshore and onshore engineering and geophysical surveys and a leading Kazakhstan engineering company on structuring their joint activities. Our work included negotiations with the partner and government authorities and preparation of the principal project documents.
• Advised a major international oil company on a complex corporate structure involving multiple jurisdictions.
• Advised a Norwegian exploration and production company on corporate structuring and governance in connection with the acquisition of an oil and gas project in Kazakhstan.
• Advised a major Swiss international group on the corporate and management restructuring of its Kazakhstan subsidiaries, including the buy-out of participating interests held by local partners.
• Conducted a comprehensive restructuring of an oil holding company followed by its listing on the Kazakhstan Stock Exchange.
• Assisted with the conversion of a Kazakhstan subsoil user from an LLP into a joint stock company followed by a listing on the Kazakhstan Stock Exchange.
• Advised on a comprehensive reorganisation of a major Kazakhstan holding company involving a series of mergers and spin-offs aimed at consolidating selected assets.
• Provided comprehensive legal support for the merger of Kazakhstan subsidiaries of a major international industrial gases group, including transfers of employees and contracts, re-registration of loans and customs accounts and registration of the resulting corporate changes.
• Conducted comprehensive legal due diligence of ten Kazakhstan renewable energy companies for corporate restructuring purposes.
• Advised a leading Danish medical equipment distributor on corporate matters arising from the cross-border acquisition of a pharmaceutical company in Kazakhstan.
• Advised international companies on numerous corporate changes and re-registrations, including changes to participants, company names, management bodies and ownership structures.
Advised a major Australian company on the liquidation of its Kazakhstan subsidiaries and exit from the Kazakhstan market.
Advised the Kazakhstan representative office of an international satellite communications technology company listed on the Australian Securities Exchange on financial restructuring issues arising from the company’s Chapter 11 proceedings in the United States.
Assisted with the liquidation of the representative office of a major German telecommunications company in Kazakhstan.
Assisted with the liquidation of the representative office of an international oil company.
Advised a major international company on Kazakhstan insolvency and bankruptcy matters in the context of a commercial dispute exceeding USD 15 million.
Advised a US airline on bankruptcy, insolvency and contractual enforcement matters in Kazakhstan.
• Advised the largest oil and gas producer in South-Eastern Europe on the restructuring of outstanding financial liabilities exceeding USD 15 million.
• Advised a major Kazakhstan subsidiary of a global marine services group on structuring a complex multi-party acquisition of a marine asset, including corporate approvals, acquisition financing and restructuring options.
• Advised a major bank on a USD 300 million revolving credit facility for working capital financing.
• Advised a major European bank on Kazakhstan law in connection with a USD 120 million committed secured syndicated borrowing base facility provided to an international commodities group.
• Prepared a Kazakhstan law opinion for the EBRD in connection with USD 18.5 million financing provided to a Kazakhstan member of a major international malt production group.
• Advised a Kazakhstan company on the corporate aspects of a securities issuance.
• Advised a Kazakhstan subsoil user in connection with an initial offering of securities on the Kazakhstan Stock Exchange.
• Structured the acquisition of an asset valued at approximately USD 50 million through an investment fund, taking into account the corporate and tax aspects of the transaction.
• Advised an international oil production company on corporate reorganisation and preparation of corporate documentation in connection with IPO readiness and a proposed listing on KASE.
• Advised the Kazakhstan subsidiary of a leading international mining trader on the assignment of claim and enforcement rights under a factoring transaction.
Assisted with the registration and post-registration activities of a number of legal entities within the Astana International Financial Centre.
Advised clients on corporate regulation and governance of companies registered in the AIFC.
Prepared a legal memorandum on corporate protection mechanisms and protection of participants’ interests under the AIFC regulatory framework.
