Mergers, Acquisitions and Takeovers

Mergers, Acquisitions and Takeovers proceedings are regulated by the Civil Code of Kazakhstan, Commercial Code of Kazakhstan and other laws, which govern the specific form of incorporation. According to the Kazakhstan legislation the merger, takeover, division, separation, and transformation of legal entity are forms of the reorganization.

Merger of companies means creation of a new company with transfer of all rights and obligations of two or several companies to it with further liquidation of the latter.

When one legal entity joins another, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer and the merger agreement;

Division of company means liquidation of a company with transfer of all its rights and obligations to newly created companies.

Separation of company means creation of one or several companies with transfer to it (them) of part of rights and obligations of the reorganized company without liquidation of the latter.

When one or several legal entities are separated from a legal entity, the rights and obligations of a reorganized legal entity are transferred to each of them in accordance with the separation balance sheet.

Transformation means changing of legal-organizational form of the legal entity (LLC, JV, etc.).

Our law firm offers the following services in the sphere of M&A:

• advising clients on all issues related to mergers, acquisitions and takeovers;
• drafting of all corporate documents related to calling of general meetings of participants (shareholders), participating thereon on behalf of the client, voting and taking decisions on the instruction of represented persons;
• representation of clients in front of management bodies of the local company in course of its reorganization;
• assistance with the state registration of the local legal entities, including participating in negotiations with other co-founders, drafting of transferring documents, the new foundation documents and internal corporate regulations, verifying of constitutive documents of existing companies in respect to their correspondence to the company law;
• providing of LDD of local companies and issuing of a legal opinions as regard to duly reorganization thereof;
• consulting on various legal issues related to international merger and acquisition of the legal entities, including obtaining of preliminary consents of antimonopoly bodies for merger and acquisition;
• providing full legal support during liquidation and bankruptcy proceedings, including suspension of operations.