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Corporate & M&A Practice: Deals That Stand the Test of Time — and of Court

We support M&A transactions and corporate procedures of any complexity: from choosing a business structure and incorporating a legal entity to acquiring shares and participation interests, including obtaining approvals from the authorized state bodies.

What sets us apart is our team's litigation experience. For years, we have defended deals challenged by tax authorities and counterparties — so we structure your transactions to withstand that scrutiny. And our Due Diligence assesses the target not only from a legal perspective, but also on tax and accounting matters — all by a single team.

Situations Where We Step In:

  • An acquisition of a company or asset is planned — comprehensive Due Diligence is needed before the deal
  • A share / participation interest purchase and sale is being prepared — documents, negotiations, and approvals of authorized bodies are required
  • A new business is being launched: you need to choose the form, prepare constitutive documents, and register a legal entity
  • The ownership structure is changing: investor entry, redistribution of shares, reorganization, re-registration
  • A corporate decision with legal consequences is required: approval of a major transaction, related-party transaction, or charter amendments
  • A conflict between participants / shareholders is brewing — arrangements need to be documented before it becomes a dispute

Our Approach:

  • We conduct Due Diligence comprehensively: legal, tax, and accounting review by one team — you get a single risk picture, not three reports to reconcile yourself;
  • We know industry specifics: we review companies in subsoil use, industry, trade, agriculture, and the financial sector;
  • We structure the deal with court practice in mind: we know on what grounds deals are held invalid, because we defend them in court ourselves;
  • We support the deal from negotiations to re-registration: drafting documents, obtaining approvals of authorized bodies, closing;
  • We assess the tax consequences of the deal before it is completed — including transfer pricing issues.

Why Us

We Structure Deals the Way They Will Later Be Scrutinized

Most advisers support a deal through closing. We see what happens after: our litigation team defends deals that tax authorities and counterparties try to hold invalid. We build that experience into the deal structure from the start.

Among our results is the Supreme Court of the Republic of Kazakhstan setting aside decisions holding a property purchase and sale invalid for more than 2.5 billion ₸ for a foreign investor, as well as transfer pricing advice on deals totaling $200 million.

We assess deal risks upfront and openly tell the client if we find something that should stop the deal or change its price.

Our Cases.
How we helped our clients
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16
When court decisions to invalidate transactions do not result in additional assessments
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Brief description of the case:

When a desk audit notification arrives referencing already-issued civil court decisions

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01
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16
VAT with penalties: when businesses can also claim compensation
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Brief description of the case:

Our team represented the interests of a major investor in a case reviewed by the Supreme Court of the Republic of Kazakhstan on the matter of

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01
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16
Successful court practice on VAT refunds: September 2024 results
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Brief description of the case:

In September 2024, we participated in 6 cases in first instance and appellate courts, and in all cases

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01
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16
Cancellation of additional assessments under Notification - 1.5 billion tenge
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Brief description of the case:

Comprehensive support for a client (the world's largest oil service company) during a customs audit by the territorial State Revenue Department

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01
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16
Additional assessment amount of 5.5 billion tenge excluded
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Brief description of the case:

Successfully challenged environmental inspection results regarding waste classification generated at...

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01
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16
Challenged damages for above-standard violations
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Brief description of the case:

Challenged environmental inspection results regarding dust from CHP waste, challenged damages for above-standard violations amounting to 1.2 billion tenge.

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01
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16
Peaceful settlement of dispute within court proceedings
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Brief description of the case:

Peaceful settlement of dispute within court proceedings with tax authority regarding notification recognition

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01
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16
Consulting on transfer pricing matters
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Brief description of the case:

Consulting on transfer pricing matters for transactions totaling $200 million USD.

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01
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16
Theft scheme prevented
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Brief description of the case:

Full legal support for conducting internal investigation into theft incidents at

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01
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16
Court challenge of tax authority's claim
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Brief description of the case:

Court challenge of tax authority's claim to invalidate transactions of a major trading company for procurement and sale of scrap...

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01
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16
Proved unlawfulness of tax authority demands amounting to $6 million
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Brief description of the case:

Successfully appealed tax authority demands against a major oil production company regarding historical compensation fees

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01
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16
Court decisions regarding property worth over 2.5 billion tenge overturned
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Brief description of the case:

Appeal to the Supreme Court of Kazakhstan for a foreign investor against court decisions invalidating a purchase and sale transaction

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01
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16
Customs authority claims of 156 million tenge withdrawn
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Brief description of the case:

Comprehensive audit support (consulting company personnel on audit-related matters, communications with

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01
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16
Notification for 50 million tenge cancelled
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Brief description of the case:

Prepared appeal against notification based on customs audit results and supported it at Customs Committee and State Revenue Department. As a result, cancelled

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01
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16
Additional assessments of 1.6 billion tenge cancelled
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Brief description of the case:

Company support at the Appeal Commission of the Ministry of Finance of Kazakhstan regarding appeal of customs authority actions on additional assessments

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01
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16
Customs value reassessment of 600 million KZT cancelled
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Brief description of the case:

Successful challenge of a customs reassessment of over 600 million KZT for a major retail company over the inclusion of franchise royalty payments in customs value

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When It Is Important to Reach Out

Errors in deal structure are almost impossible to fix after closing. The earlier lawyers get involved, the less costly the risks become.

  • before signing a letter of intent or term sheet
  • before paying a deposit or advance for the asset
  • at the stage of choosing the deal structure — before agreeing the price
  • at the first signs of a corporate conflict between participants
  • before filing documents for registration / re-registration of a legal entity

Get an Initial Analysis of Your Situation

At a meeting or call, our specialist will:

1

assess the structure of the planned deal and key risks

2

determine the scope of the asset review required (Due Diligence)

3

outline a support plan: stages, documents, approvals, timelines

The Key to Success

The key to success is a multi-disciplinary team: lawyers, tax specialists, and accounting specialists with Big4 experience, industrial holdings, and litigation practice. We assess the deal from every angle — legal, tax, financial — and see risks that will only surface years later.

Ruslan Sadrtdinov
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Ruslan Sadrtdinov

Director of Legal Services Department

Ruslan Sadrtdinov

Director of Legal Services Department

Over 11 years of experience. Legal support at ERG and consulting. 

Expertise: resolution of commercial, tax, customs and environmental disputes, corporate and labor law, subsoil use. Participation in legislative working groups.

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Auelbek Zinullin
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Auelbek Zinullin

Legal Services Department Manager

Auelbek Zinullin

Legal Services Department Manager

Experience at Big4, in American Bar Association international projects. Specialization: corporate and contract law, corporate structuring, litigation. Lane Kirkland Program Scholar (University of Wrocław, Poland).

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Yelena Pustovit
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Yelena Pustovit

Legal Practice Manager

Yelena Pustovit

Legal Practice Manager

12 years of experience in the prosecutor's office, including 6 years at the General Prosecutor's Office. 

Specialization: supervision of criminal cases from investigation through trial, including the highest court instance.

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Diyaz Sulaimanov
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Diyaz Sulaimanov

Legal Practice Advisor

Diyaz Sulaimanov

Legal Practice Advisor

10 years of experience, including 5 years of attorney practice. Corporate client support, criminal cases, defense of suspects and victims. International certificates from the European Center for Legal Cooperation, attorney license.

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Гүлзат Арықбаева
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Гүлзат Арықбаева

Старший консультант юридической практики

Гүлзат Арықбаева

Старший консультант юридической практики

Более 11 лет профессионального опыта в сфере юридического сопровождения бизнеса, включая работу в международных компаниях и консалтинге

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Nazmina Sarymullaeva
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Nazmina Sarymullaeva

Senior Legal Practice Consultant

Nazmina Sarymullaeva

Senior Legal Practice Consultant

Supports national holdings and foreign investors in litigation and project implementation in energy and industry sectors. Specializes in civil and administrative law, participated in developing investment legislation with the Ministry of Foreign Affairs of Kazakhstan.

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Emil Salimov
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Emil Salimov

Senior Legal Practice Consultant

Emil Salimov

Senior Legal Practice Consultant

Experience at ALC Attorneys LLP, IUSTUS Chamber of Consultants, Aktau Law Office. Expertise: corporate, labor, contract law, tax disputes.

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