Mergers & Acquisitions

Deloitte Legal advises businesses throughout every stage of a transaction, from negotiation through to execution. We align with our tax and finance colleagues to cover risks from all angles.

We provide the clients with the following scope of services:

• Legal due diligence (vendor/sell-side and buy-side due diligence, vendor integrity checks, development of risk elimination recommendations and implementation guidance)
• Structuring M&A under the Kazakhstan and foreign laws (including multi-jurisdictional transactions):
  • analysis of risks across jurisdictions, including foreign investment- and antimonopoly-related
  • deal structuring, including developing jurisdiction-specific recommendations on assignment of IP and transfer of real estate
  • drafting and approving the paperwork: term sheet, share/equity sale agreement, shareholders' agreement, option agreement, articles of association
  • supporting deal closing, including notarisation, corporate and registration procedures.
• Support of joint ventures (JV) set up under the Kazakhstan and foreign laws:
  • legal structuring: determining the JV format, property and business modelling
  • drafting and approving JV documents: term sheets, shareholders' agreement, option agreement, articles of association, joint venture agreement
• Supporting deal closing, including notarisation, corporate and registration procedures

Deloitte Legal also supports corporate and private customers in restructuring of their holding companies, including multi-tier holdings comprising both Kazakhstan and foreign companies.

The optimal group structure is developed by a multifunctional team with finance and tax professionals on board.

As part of our service offering, we can:

• Prepare a step-by-step group restructuring plan
  • set up new companies and wind up the existing ones
  • redistribute functions within the group
  • manage the existing restrictions and risks
• Provide legal support during group restructuring, including:
  • corporate governance
  • intragroup transactions
  • representation before state authorities (including the Federal Tax Service, the Federal Antitrust Service, the Central Bank of Kazakhstan, and other regulators).

For further information about M&A services provided by Deloitte Legal in Kazakhstan please see our brochure.