Practice Area

Subsoil Use

Subsoil Use

Subsoil users have been our major clients from the outset of SIGNUM Law Firm. We have been trusted by the leading oil and gas companies, service and trading companies, as well as government agencies.

We are proud that we have been long standing legal advisors to many of our clients from the moment of signing subsoil use contracts up to present days. We have been providing legal support to our clients on subsoil use matters (e.g. negotiating with the Government, assisting with obtaining regulatory approvals for project and technological documents, litigation, including complex tax litigation cases and oil operations rules applicability practice).

Our M&A lawyers have rendered legal support for significant transactions in relation to acquisition of oil and gas and mining assets (e.g., our lawyers have advised on the major IPO deal on a Kazakhstan Stock Exchange).

Some of our Kazakhstan oil and gas and mining lawyers have worked in-house in leading oil and gas companies, enabling us to appreciate our clients’ technical and commercial objectives. This allows us to fully understand business strategy of our clients as well as their internal technical and business objectives. In addition, narrow specialization of our lawyers ensures both professionalism and practicality of our advices and recommendations.

Service includes the following directions
  • Contract and Business Law
  • Mergers and Acquisitions and Similar Matters
  • Corporate Matters
  • Tax
  • Dispute Resolution and Litigation
  • Regulatory Compliance and Environment
  • Employment and Labour
Talgat Sariev is lauded for his “vast experience in commercial and tax litigation”, in addition to his “high degree of technical knowledge and commercial sense”. Talgat has also defended clients’ interests in environmental disputes, labour litigation and immigration matters.
Chambers Global, 2016
Sofiya Zhylkaidarova is described as “an exceptional oil and gas lawyer” who is clear and straightforward in her advice. Interviewees commend her strong leadership skills as well as her broad experience in the sector. She focuses her expertise on M&A, subsurface use, taxation and regulatory compliance.
Chambers Global, 2016
Talgat Sariev is excellent at defending clients in court in commercial and tax litigation.
Legal 500 Europe, Caucasus and Central Asia, 2016
“SIGNUM Law Firm provides advice to a number of well-known international clients on environmental, subsurface, taxation, debt recovery, competition law or compliance matters”
Legal 500 Europe, Caucasus and Central Asia, 2016
Sofiya Zhylkaidarova is recognized as a “good and very energetic” lawyer who “knows her subject well”. Peers particularly highlight her experience in tax litigation.
Chambers Global, 2015
Managing Partner Sofiya Zhylkaidarova is commended for her wide-ranging expertise and impressive knowledge of Kazakh law. She maintains a diverse practice that spans tax, commercial contracts and M&A.
Chambers Global, 2015
Valued by international clients for its provision of local counsel and by domestic clients for its broad offering of legal services. Various specialisms include commercial and corporate law, employment and labour law matters, finance and taxation.
Chambers Asia Pacific, 2014
“SIGNUM Law Firm’s greatest expertise lies in oil, gas and natural resources, and is increasingly advising manufacturers and distributors on coporate, commercial and tax law, particularly in the FMCG sector”
Legal 500 Europe Middle East and Africa 2013

Опыт

Contract and Business Law
  • Full legal support for Norwegian E&P company on acquisition of oil and gas project in Western Kazakhstan: transaction planning, drafting all related agreements and deeds etc.;
  • Legal advice for a number of oil producers on recently introduced export customs duty and on export of crude oil and quota issues;
  • Legal support in negotiations of group of Norwegian investors and funds over proposed acquisition of several oil and gas projects in Kazakhstan in transaction amounting to USD 1 billion;
  • Legal advice in acquisition of 100% interest in oil and gas contract for USD 32 million, including participation in drafting all transaction documents and relevant applications, assisting in obtaining waivers of the state and approvals/permissions of the competent body and antimonopoly committee;
  • Legal advice for and representation of the interests of European oil and gas company in acquisition of 100% of participating interest in Kazakhstan oil and gas company in a transaction totalling USD 15 million; participated in drafting all transaction documents;
  • Legal advice in acquisition of several fields/exploration blocks by a public Australian company;
  • Acting for a multinational group of investors on acquisition of interest in an oil and gas field located in Western Kazakhstan;
  • Legal support of major European oil and gas company in transaction involving transportation of hydrocarbons through Kazakhstan and other countries to Western markets;
  • Representing UK-based oil and gas company, listed on the Toronto and London Stock Exchanges, on its acquisition of two Kazakhstan oil and gas projects in Aktobe Region;
  • Participation in negotiations and discussions with the Ministry of Energy and Mineral Resources of the drafts of the subsurface use contracts and amendments to them by a number of oil and gas companies; involved in their approval by a number of Kazakhstani authorities;
  • Represented a major oil company in several projects to explore and develop hydrocarbon reserves in Kazakhstan; role included drafting and negotiating an offshore PSA and advice on farming into existing petroleum projects;
  • Consulting a member of the Caspian Pipeline Consortium (CPC) on the possible sale of its interest, focusing on compliance with contractual commitments on transfer of interests under the CPC Shareholders Agreement;
  • Drafting JOA between members of the consortium performing exploration and production of hydrocarbons in Western Kazakhstan;
  • Drafting drilling service contracts on drilling of 30 wells for large drilling contractor with the main focus on the responsibility and insurance clauses;
  • Legal assistance in reviewing standard service contracts including equipment rental and secondment on compliance with the local rules and regulations;
  • Legal advice for large off-shore subcontractor on marine laws and the use of vessels; drafting and developing the drafts of bareboat-charter agreements, assistance in registering the vessels in Aktau seaport;
  • Drafting contract on the design and delivery of the equipment and materials and the construction of the pipeline on a “turn-key basis” according to the standard contracts of the International Federation of Civil Engineers (FIDIC);
  • Legal advice for major local and foreign clients on a wide range of activities in the oil and gas and mining sector in Kazakhstan, including projects involving gold, copper and vanadium;
  • Acting for several investors in major due diligence of mining assets in Kazakhstan in preparation for private placement;
  • Represented an Australian mining company in its acquisition of the participating interest in local company possessing the rights to gold deposits;
  • Representing a major Italian oil-servicing company in the incorporation of a joint venture and subsidiary in Kazakhstan, participation in discussions/negotiations with the local partners; drafting partners documents;
  • Due diligence of various local companies selling their interest in oil and gas fields and exploration blocks;
  • Monitoring regulatory compliance of various oil and gas companies by obtaining all permits, licenses, and regulatory approvals for petroleum operations required by Kazakhstan authorities. Role includes assisting in drafting and approval of project documentation (exploration projects, trial production projects, development programs, technological schemes, reserve approval etc.);
  • Legal advice on expansion of the contract territory for large European company resulting in expansion more than several times;
  • Legal support in transaction involving sale of 100% participation interest of international oil company, which explores hydrocarbons in Kyzylorda Oblast in favour of foreign investors. Assisted in obtaining consent from the Ministry of Oil and Gas of the Republic of Kazakhstan for the transfer of objects connected to subsurface use and in obtaining approval from the Antimonopoly Agency on economic concentration.
Mergers and Acquisitions and Similar Matters
  • Full legal support of acquisition of an oil and gas contract (including transaction document drafting and obtaining all regulatory approvals). Deal size: USD 32 million;
  • Full legal support of an international E&P company in preparation for and implementation of IPO listing at KASE;
  • Full legal support of group of Norwegian investors and funds in the proposed acquisition of several oil and gas projects in Kazakhstan. Deal size: USD 1 billion;
  • Full legal support of a European oil and gas company in acquisition of participating interest in Kazakhstan oil and gas company (including transaction document drafting and obtaining all required regulatory approvals). Deal size: USD 15 million;
  • Representing an Australian oil and gas company in acquisition of several fields/exploration blocks in Kazakhstan (legal support included transaction document drafting and obtaining of permits and regulatory approvals);
  • Representing a UK-based oil and gas company listed on the Toronto and London Stock Exchanges in acquisition of two Kazakhstani oil and gas projects (including transaction document drafting, obtaining permits and regulatory approvals);
  • Representing an Australian mining company in acquisition of the participating interests in a Kazakhstan gold-mining company. Deal size: USD 10 million;
  • Full legal support of a Norwegian E&P company in acquisition of an oil and gas project in Western Kazakhstan (including transaction document drafting and obtaining regulatory approvals);
  • Legal advice on the transaction for the sale of participating interest in the Production Sharing Agreement on oil production in a West Kazakhstan oilfield;
  • Full legal support of foreign investors in acquisition of 100% participating interest in an international oil company in Kyzylorda Oblast (including transaction document drafting and obtaining required regulatory approvals);
  • Representing a major oil company in several hydrocarbon exploration projects in Kazakhstan (including drafting and negotiating of an offshore PSA and advising on farming-in existing petroleum projects;
  • Full legal support of local government authorities in acquisition of a major electricity and heating company in Almaty;
  • Structuring of the transaction involving sale of 100% share in a public E&P company. Deal size: USD 515 million;
  • Deal structuring and corporate restructuring in a multi-jurisdiction transaction involving acquisition of a number of oil and gas projects in Kazakhstan by an Australian public company;
  • Deal structuring and full legal support of a joint venture between a major Kazakhstani oil and gas company and foreign investors for developing deep structures;
  • Deal structuring and full legal support of a joint venture between a national uranium producer and a major international uranium producer for projects in Kazakhstan;
  • Structuring of a joint venture between an international consortium of investors and a national oil company for oil exploration and production;
  • Deal structuring and full legal support in establishing a joint venture between a large Italian oil-service company and a local company for a major offshore oil project;
  • Deal structuring and full legal support in establishing a joint venture between the world leader in engineering and geological research on the sea and land and the collection and interpretation of data and a leading Kazakhstani engineering company;
  • Legal due diligence of a group of companies (including a major refinery) in Southern Kazakhstan for Indian investors;
  • Vendor due diligence of an international E&P company;
  • Legal due diligence of a number of Kazakhstani oil and gas companies;
  • Legal due diligence of a number of Kazakhstani gold-producing companies;
  • Legal due diligence of an electric and district heating company in Eastern Kazakhstan for reconstruction financing by a major European bank;
  • Employment law health check of a major Kazakhstani uranium-producing company;
  • Legal due diligence of a mining company for a major international law firm for the purpose of financing by the international financial institution;
  • Legal due diligence of a large Kazakhstan mining company for IPO purposes.
Corporate Matters
  • Legal services involving numerous registrations of LLP, branches and representative offices of both Kazakhstani and international oil and gas and mining companies;
  • Legal advice on incorporation of joint venture between Canadian company and Kazakhstani company for projects in geological and aerogeophysical survey;
  • Preparation of draft resolutions of annual general meeting of shareholders, preparation of all corporate documents for general meeting of shareholders on dividend payment for an Italian-Kazakhstani joint venture;
  • Provision of advice on taxation and settlement of dividend payment in a joint venture;
  • Preparation of corporate documents (corporate governance code, share value determination method, calendar of corporate events etc.) for a major Canadian oil holding to be submitted to the Kazakhstan Stock Exchange;
  • Legal support on structuring the joint activity between the world’s leader on engineering and geological research on the sea and land and the collection and interpretation of data and the leading Kazakhstani Engineering Company; role included representation of the client in negotiations with the partner and the involved state authorities, preparation of the drafts of all main documents on the transaction;
  • Legal services for numerous re-registrations due to the changes in members, changes in company names etc. of Kazakhstani and international oil and gas and mining companies;
  • Reorganization of a local subsoil user company from LLP to JSC, followed by its entry into the Kazakhstan Stock Exchange;
  • Reorganization of large Kazakhstani holding company involving numerous mergers and splits, resulting in concentration of assets of one industry under one holding company;
  • Complex restructuring of an oil and gas holding company with subsequent listing on the Kazakhstan Stock Exchange;
  • Legal services for liquidation of an oil and gas company representative office in Kazakhstan;
  • Legal advice on insolvency issues under Kazakhstani laws for a large international company involved in$15 million dispute with contracting party;
  • Legal advice on securities issue for LLP with purpose of tax optimization;
  • Legal advice for a local subsoil user in the process of primary distribution of securities on the Kazakhstan Stock Exchange;
  • Structuring acquisition of $50-million asset through an investment fund with purpose of minimizing tax burden;
  • Legal advice on corporate restructuring as well as drafting of corporate documents prior to IPO of international E&P company at KASE.
Tax

TAX DISPUTES, LITIGATION AND CONTROVERSY SUPPORT

  • Litigation lawyers successfully represented two international E&P companies in their court claims against tax authorities on PSA stability matters;
  • Dispute between PSA operator and the Tax Committee – a case following a complex tax inspection and the charging of more than USD 70 million in taxes;
  • Dispute between Dutch provider of geophysical services and the Tax Committee – a case following VAT inspection and the charging of over USD 300,000 in VAT for geological and geophysical services;
  • Dispute between Kazakhstani uranium producer and the Tax Committee – a pre-court settlement of a dispute following a complex tax audit; as a result, the client was not charged with the tax claim of more than USD 10 million;
  • Our tax lawyers achieved successful resolution in Kazakhstan Supreme Court on the claim of a consortium of two European companies operating under the PSA against the Tax Committee;
  • Tax lawyers managed a transfer pricing audit and appeal for a European oil and gas company;
  • Represented interests of large Canadian joint venture in administrative courts with regard to tax implications;
  • Assisted and represented interests of a large service company in a complex tax audit;
  • Represented interests of a manufacturing joint venture in a VAT tax audit.

INDEPENDENT TAX OPINIONS

  • Legal advice for public oil and gas company on the compensation issues (including taxation of the incentive and insurance plans);
  • Legal advice for the Association of Subsurface Users on cancellation of the stability of the subsurface use contracts under the new tax code;
  • Shared with PSA operator legal expertise on provisions of the PSA with regard to recoverable cost exclusion by state authorities;
  • Provided tax advice on the regulations of the VAT tax exemption under the North Caspian Sea Production Sharing Agreement and the legislation of the Republic of Kazakhstan to international service companies;
  • Corporate advice for major uranium producer on understanding the state tax implications of deductions for CIT purposes;
  • Legal advice on tax consequences related to the sale of participation interest in the PSA.

CUSTOMS LAW PRACTICE

  • Initiated proceedings in a court to litigate the recognition of customs exemptions provided to the operator under the PSA against the Ministry of Finance of Kazakhstan;
  • International oil company and the Customs authorities – a case following the Customs’ charge of USD 10 million in export customs duty;
  • Provided legal advice to large European service company on application of customs duty exemptions provided by the PSA to subcontractors of the operator;
  • Negotiated on behalf of client for tax and customs duties refund issues;
  • Legal assistance for a large service company on Customs clearance of vessels to Kazakhstan;
  • Legal advice for a large European service company on tax and customs regulations of special economic zone “Seaport Aktau”.

TAX DUE DILIGENCE

  • Due diligence and legal advice on addressing tax compliance issues prior to tax audit;
  • Conducting tax due diligence and handling tax regulatory issues that arise in corporate transactions on acquisition for European oil and gas company operating in Kazakhstan;
  • Conducting tax due diligence and handling tax regulatory issues that arise in corporate transactions on acquisition of gold-producing company.

TRANSACTION STRUCTURING

  • Legal advice for Norwegian E&P company on taxation of acquisition of oil and gas asset (CGT etc.);
  • Providing day-to-day M&A taxation consultancy to large European oil and gas company on structuring and financing at every stage of the deal cycle;
  • Legal advice for and managing M&A transaction structuring of the UK-based oil and gas company;
  • Legal counselling and day-to-day assistance of Australian mining company with M&A transaction;
  • Providing legal advice and managing of M&A transaction structuring to German oil and gas company;
  • Providing legal advice to a large European company about proactively structuring its operations to limit tax exposure;
  • Legal advice on tax matters related to the sale of participation interest in the PSA;
  • Legal advice on tax consequences related to the sale of participation interest in the PSA.

TRANSFER PRICING

  • Transfer pricing due diligence for large European oil and gas company;
  • Transfer pricing due diligence for Portuguese oil and gas company;
  • Legal advice for a large Kazakhstani uranium producer on transfer pricing regulations;
  • Transfer pricing due diligence for UK-based oil and gas company operating in Kazakhstan;
  • Successful representation of large German oil and gas company’s interests by litigation lawyers in court case on transfer pricing issues.

EMPLOYMENT TAXATION

  • Legal advice for a large uranium producer on regulation of secondments and their structuring for minimizing tax burden in Kazakhstan and overseas;
  • Legal counselling of a European oil and gas company on possible liabilities of both parties to the secondment agreement for non-compliance with tax legislation requirements;
  • Providing legal advice to a large mining company on tax-efficient remuneration structures, including different flexible benefit schemes and all other aspects of employee taxation;
  • Provided tax counsel to large European oil and gas company on consultancy arrangements for tax purposes and the risks involved for both consultants and employers who participate in such arrangements;
  • Due diligence of employment contracts concluded for the past five years with foreign employees of large Canadian joint venture with regard to tax audit;
  • Advising clients on income taxation of self-employed individuals under the tax legislation of Kazakhstan;
  • Advising large uranium producer on taxation and payment of benefits to employees born or living in special ecological zones of Kazakhstan;
  • Legal counselling of mining company on taxation of disability, personal injury and accident payments.

VAT

  • Tax lawyers provided legal advice to a large European service company on VAT under the new tax code and the requirements of current legislation with regard to suppliers of consortiums.

CORPORATE TAX STRUCTURING

  • Legal advice on tax matters related to restructuring of international E&P company prior to IPO;
  • Tax lawyers advised on taxation of 100% of shares of E&P company in Kazakhstan;
  • Tax advice on matters related to listing and trading on KASE;
  • Providing legal advice to a large European oil and gas company on tax restructuring of the current offices in Kazakhstan under the new tax code;
  • Counselling and developing corporate structures for UK client with regard to taxation of legal entity’s business activity in Kazakhstan.

TAX LIABILITY

  • SIGNUM lawyers in cooperation with criminal law attorneys provide assistance and represent taxpayers in criminal tax defence;
  • Litigation lawyers represented top managers of large European oil and gas company in all phases of criminal proceedings, including audits and representation in criminal investigations;
  • Legal counselling and representing interests of mining company in work with criminal investigation authorities with regard to tax audit results;
  • Litigation lawyers successfully represented interests of large German oil and gas company in administrative proceedings on results of the tax audit.

INTERNATIONAL TAX PLANNING AND DTT ISSUES

  • Legal counselling of Kazakhstani founder of legal entity established in the United Kingdom with regard to individual taxation issues and applicability of double taxation treaty between the United Kingdom and Kazakhstan;
  • Providing legal advice to a large European oil and gas company on restructuring of current offices in Kazakhstan under the new tax code;
  • Advising large international service company on dividends and overseas royalty payments.
Dispute Resolution and Litigation

COMMERCIAL DISPUTES

  • Contractor under Kashagan project and subcontractor litigation – a $1.2 million dispute under EPC contract between contractor of Kashagan project and a subcontractor;
  • Litigation between PSA operator and Kazakhstani oil-transporting company – a $2.3-million case following early termination of a contract for oil loading services;
  • Kazakhstani oil corporation and drilling company litigation – pre-court settlement of $1.5 million dispute under a contract for drilling wells;
  • Our litigation lawyers represented the client – large oil and gas company – in court case against one of the largest Kazakhstani second-tier banks in the enforcement of its guarantee, issued as collateral for the fulfilment of the obligations of the contractor. As a result of court proceedings, the court obliged the bank to pay client the amount of collateral (over USD 700,000);
  • Legal advice to a subsurface user during complex tax audit with tax adjustments in the amount of ~$50 million;
  • Legal advice to a subsurface user during VAT tax audit with tax adjustments in the amount of ~$8 million;
  • Numerous legal advices to a subsurface users during tax audits on transfer pricing issues;
  • Ecology damage case for ~$20 million between a subsurface user and the state;
  • Damage caused by underproduction case for ~$23 million between a subsurface user and the state.

TAX DISPUTES

  • Dispute between PSA operator and the Tax Committee – a case following a complex tax inspection and charging $70 million in taxes;
  • Tax lawyers represented an international oil company in dispute with Customs – a case following the Customs’ charge of $10 million in export customs duty;
  • Dispute between Dutch provider of geophysical services and the Tax Committee – a case following the VAT inspection and charging of over $300,000 in VAT for geological and geophysical services;
  • Dispute between Kazakhstani uranium producer and the Tax Committee – a pre-court settlement of a dispute following a complex tax audit and the charging $10 million as well as a further court case on an unsettled $150,000;
  • Litigation lawyers represented an international oil company in a dispute with the Tax Committee – a case following transfer pricing control application and the charging of over $200,000;
  • Dispute between PSA operator and the Tax Committee – a case following a complex tax inspection and the charging of $2 million in taxes.

EMPLOYMENT DISPUTES

  • Employment and labour lawyers represented a German oil company in a dispute with a top manager – a case between an employee and employer regarding compensation for forced removal;
  • Dispute between international oil company and top managers – an employment case regarding allegation of misconduct of top managers and their further dismissal;
  • Large drilling company and several employees – an employment case under a collective claim of former employers regarding groundless claims regarding dismissal and payment of compensation;
  • Trade union (of more than 3,000 employees) and oil and gas condensate project in West Kazakhstan (represented by its general contractor) – dispute regarding change in working conditions and increase in compensations and salaries.

ADMINISTRATIVE AND PUBLIC LAW

  • Litigation lawyers represented an international oil company in a dispute with the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan – a case following the unilateral termination of subsurface contract by the Ministry;
  • Environmental lawyers represented a PSA operator in a dispute with the Ministry of Environmental Protection of the Republic of Kazakhstan – a case of allegation of involvement by the PSA operator in illegal gas flaring and relevant $1 million damage to environment;
  • Numerous administrative cases against the Migration Police on allegation by expatriates of violation of migration laws, work permit terms and visa conditions in Kazakhstan;
  • Dispute between PSA operator and Sanitary Inspection – a dispute on the suspension of operations at a campsite;
  • Environmental lawyers represented a German oil company in a dispute with the Ministry of Environmental Protection of the Republic of Kazakhstan – a case involving allegation of illegal gas flaring and relevant $30 million in damage to environment;
  • Numerous administrative cases against the Tax Committee on allegation of directors and accountants of different companies in tax avoidance;
  • Administrative case of allegation of a contractor under Kashagan project violating the license terms;
  • Dispute between PSA operator and Customs – a case following Customs’ restriction of the importation of equipment by the PSA operator.

CRIMINAL PROCEEDINGS

  • Case of allegation of international oil company engaging in criminal offense initiated under anonymous claim;
  • Case of allegation of international oil company engaging in unlicensed activity;
  • Case of allegation of a director of an international oil company engaging in tax avoidance;
  • Case of allegation of a former director of an international service/trading company engaging in fraud;
  • Case of allegation of a PSA operator engaging in tax avoidance.
Regulatory Compliance and Environment
COMPLIANCE AND LEGAL CONSULTING
  • Monitoring regulatory compliance of various oil and gas companies by obtaining all permits, licenses, approvals for petroleum operations including assisting in drafting and approving project documentation (exploration projects, trial production projects, development programs, technological schemes, reserve approval etc.);
  • Advice to a Kazakhstani-French joint venture producing uranium in South Kazakhstan Region on different issues concerning incorporation and regulatory compliance;
  • Legal consulting by large mining company on licensing of usage of drug substances, psychotropic substances and precursors;
  • Review of existing practices of major mining company on its business’ compliance with the legislation of the Republic of Kazakhstan and advising required corrective measures;
  • Legal advice for large, off-shore subcontractor on maritime laws and use of the vessels; drafting bareboat-charter agreements and developing the drafts, assistance in registering the vessels in Aktau seaport;
  • Drafting rules and regulations on procurement of goods and services for a number of subsurface use companies;
  • Legal advice on regulatory compliance (state’s pre-emptive right, antimonopoly consent etc.) required for IPO of international E&P company at KASE;
  • Legal advice on permissive documentation required by state authorities for M&A transaction, resulting in 100% share sale of public E&P company (approximately USD 515 million);
  • Legal advice on regulatory compliance matters during due diligence of international E&P company prior to 100% sale;
  • Advising client on issues concerning obtaining permissions of the competent body, the state’s waiver and the consent of the antimonopoly body on the sale of the participation interest in the production sharing agreement on oil extraction in Western Kazakhstan oilfield.
ENVIRONMENTAL MATTERS
  • Litigation: representing interests of a consortium of European oil and gas companies in court case with favourable result against illegal actions of the state authorities in respect of reimbursement for the damage caused by gas flaring;
  • Legal advice for US catering company on case related to mass poisoning of employees in oilfield camp;
  • Litigation: successful representation of interests of European oil and gas company in court case against environment department on suspension of oilfield camp;
  • Legal advice for European oil gas company focusing on environmental aspects of construction of pipeline in offshore zone;
  • Assisting in obtaining natural use and water use permissions for clients in different sectors;
  • Representation of European oil and gas company in litigation against state authorities in damage reimbursement case on oil spills and well accident; further provision of legal advice on insurance of environmental responsibility;
  • Legal advice and representing interests of UK oil and gas company in administrative court case on regulation of ecological expertise in trial production project;
  • Legal assistance in obtaining import licenses and permissions for chemical, precursor and radioactive substance use.
DUE DILIGENCE ON COMPLIANCE ISSUES
  • Conducting due diligence on regulatory compliance issues and further legal advice on corrective measures for large oil and gas company;
  • Legal advice on permissive and regulatory procedures established for building of oil pipeline in Kazakhstan for major European oil company;
  • Legal advice for major mining company on compliance with all rules, regulation and laws of Kazakhstan;
  • Due diligence and legal advice on labour and regulatory compliance issues to large off-shore subcontractor;
  • Legal advice and guidance for foreign oil and gas company on applicable regulatory requirements for setting up business, operational or exit strategies and preparation of due diligence report.
LICENSES AND PERMITS
  • Legal assistance for large European oil company working in Kazakhstan to obtain operational license on installation and repair of drilling, oil and gas exploration equipment and assisted in the process of expanding the types of activity to the existing license on the performance of technological operations in fields and drilling operations;
  • Legal advice for European oil and gas company on regulatory issues related to gas flaring;
  • Legal advice for major mining company on licensing of activities related to use of drug substances, psychotropic substances and precursors;
  • Legal advice for offshore contractor on all permissive documentation for construction of artificial island and camp on the Caspian Sea;
  • Legal assistance in obtaining variety of licenses for the large European company for Construction of the pipeline from a field to CPF and further;
  • Legal assistance in obtaining license for use of radioactive material for international oil and gas servicing company;
  • Legal support in obtaining firefighting license for large international service company working on Caspian off-shore oilfields;
  • Obtaining oil production license for large European oil and gas company;
  • Obtaining license for chemical use for UK company working on Karachaganak;
  • Advising the client on issues regarding obtaining the permissions of the competent body, the state’s waiver and the consent of the antimonopoly body on sale of the participation interest in the Production Sharing Agreement on oil extraction in a West Kazakhstan oilfield.
CERTIFICATION OF EQUIPMENT AND PERSONNEL ATTESTATION
  • Legal advice and assistance on preparation of all required documentation for certification of oil production equipment for European oil and gas company;
  • Assistance in certification of mining equipment of large mining company in accordance with legislation of RK;
  • Legal advice on different issues concerning certification of technical equipment for Kazakhstani-French joint venture producing uranium in South Kazakhstan Region;
  • Obtaining different approvals for project documentation and necessary programs for large construction company.
IMMIGRATION SERVICES AND VISAS
  • Our employment and labour lawyers provide immigration advice and services associated with the obtaining of work permits and BIN/IIN for a number of companies with foreign specialists;
  • Obtaining residence permits for employees of one large construction company;
  • Providing immigration advice and legal services for one large European company, particularly the preparation of memo on migration issues and the obtaining of business visas and invitations to the territory of Kazakhstan.
WORK PERMITS AND SECONDMENT
  • Our lawyers are permanently engaged in monitoring and obtaining work permits for foreign specialists of a number of international companies;
  • Assistance in the process of counter-secondment of foreign specialists to the territory of RK for an oil and gas company;
  • Preparation of secondment agreement for a large global service company in accordance with requirements of the legislation of Kazakhstan;
  • Preparation of memorandum on risk estimation for existing secondment structures in mining company;
  • Providing legal advice to a large uranium producer on regulation of secondments to the territory of Kazakhstan;
  • Advice to a large uranium producer on taxation and payment of benefits to seconded employees.
PROCUREMENT
  • Legal assistance for large oil and gas company on procurement of goods and services in accordance with the current legislation of the Republic of Kazakhstan;
  • Legal advice for mining holding company on the procurement requirements (organization and managing of tenders, developing internal corporate documents, procurement rules, tender committee regulations etc.);
  • Contacting authorities on preparing and implementing public tenders and implementing detailed procurement structures;
  • Legal assistance in court proceedings related to public tenders and breaches of public procurement law;
  • Drafting procurement compliance program for large European service company;
  • Legal advice for a number of companies on clarification of the legislation requirements during procurement and reviewing of the corporate rules to adapt them to the requirements of legislation.
Employment and Labour
  • Drafting standard employment contracts with various types of employees (executives, office employees, shift employees, part-time employees etc.), drafting the scope of documents covering the period from employment to termination – for a number of industrial companies and service companies;
  • Drafting the collective agreement for the refinery;
  • Drafting of all internal settings/instructions/rules for large-scale uranium-producing companies;
  • Conducting consultations and negotiations on signing collective agreements in large-scale Danish oil producing companies;
  • Conducting negotiation with government inspectors of labour on violation of labour legislation in the name of large-scale service companies;
  • Legal advice and managing the process of investigating work accident in Atyrau Region;
  • Representation of interests of a number of clients during process of litigating former employees suits regarding illegal dismissals and their restorations to work;
  • Legal advice and representation of large drilling company on the collective claim of former employers with regard to compensation payment;
  • Dispute between international oil company and top managers – an employment case regarding allegation of misconduct of top managers and their further dismissal;
  • Dispute between German oil company and top manager – a case between an employee and employer regarding compensation for forced removal;
  • Large service company and several employees – an employment case under the collective claim of former employers regarding groundless claims on dismissal and payment of compensation;
  • Trade union (of more than 3000 employees) and oil and gas condensate project in Western Kazakhstan (represented by its general contractor)– dispute regarding change in working conditions, increase in compensations and salaries;
  • Represented interests of European oil company in a dispute between an employee and employer regarding compensation for forced removal;
  • Labour due diligence for international shipping company;
  • Labour due diligence on accuracy of document compilation during dismissal of employees in regard to move to Aktau city by oil-producing company;
  • Legal advice for uranium producing company on termination of employment contract and terms of payment for extra work;
  • Preparation of legal opinion for service company in oil and gas sphere on possible termination of employment contract due to drunk appearance at place of work and imposition of disciplinary penalties;
  • Preparation of legal analysis for large uranium producer on compensation payment scheme for employees for extra work, work during vacation and compensation for unused vacation in the termination process;
  • Legal advice for international service company on the compliance of its corporate policies with the legislation of Kazakhstan (Alcohol and Drug Standards Policy, non-discrimination, ethics and anti-corruption etc.);
  • Preparation of legal opinion, including summary tables on alternative ways of implementing labour activity in Kazakhstan for expatriate specialists without obtaining work permits;
  • Preparation of legal conclusion on payments to rotational employees, including vacation payment, taking into account regional compensation requirements for European oil company;
  • Preparation of legal conclusion on receiving corresponding consent from employees to issue internal act on labour condition change for service company working afloat;
  • Advising on process of dismissal and employment at the sale of the participation interest in the production sharing agreement on oil extraction in Western Kazakhstan oilfield;
  • Organization and conduction of seminars and round tables in various companies to attract as practical lawyers, as representatives of government inspections and developers of labour codes.

Specialists in the field

Sofiya Zhylkaidarova
Managing Partner

Sofiya is a 20+ years of experience Kazakhstan lawyer working with international clients and government. She is well known and highly regarded professional and great contributor to country's reforms and initiatives aiming to improve investment climate.

Practice areas:
  • Subsoil Use
  • Tax
  • Dispute Resolution and Litigation
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Abylkhair Nakipov
Partner

Abylkhair has an extensive experience in advising oil and gas, energy and construction companies.

Practice areas:
  • Contracts and Business Law
  • Regulatory Compliance and Environment
  • Construction and Real Estate
  • Subsoil Use
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Zhazira Ramazanova
Chief Operating Officer

Zhazira’s overall experience as a legal professional is more than 15 years. Through the years of her employment with international company Zhazira went through great transformation from a paralegal into a Head of Legal/General Counsel of major international oil and gas corporation.

Practice areas:
  • Subsoil Use
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Gaukhar Kudaibergenova
Of Counsel

In her role of Corporate and M&A lawyer Gaukhar regularly advises leading foreign multinationals on high-profile private equity and M&A transactions. She also focuses on M&A and regulatory advice in oil and gas, public-private partnership and renewable power generation projects.

Practice areas:
  • Corporate
  • Mergers and Aquisitions
  • Subsoil Use
  • Public-Private Partnership (PPP)
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Perizat Nurlankyzy
Associate

Perizat is tax lawyer and works with variety number of clients.

Practice areas:
  • Tax
  • Subsoil Use
  • Contracts and Business Law
View profile

Articles and publications

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