Asiyat Kulterbayeva
Counsel
A lawyer specializing in corporate law and securities, advises on mergers and acquisitions, stock markets and financial transactions, fundraising, investment and asset management, as well as issues related to interactions with antitrust authorities.
Legal counselor since 2004. Worked at a leading Russian manufacturing company (Severstal), then at a company of a Russian industrial magnate, where she gained extensive experience in mergers and acquisitions.
Experience also includes working at an international law firm (Chadbourne & Parke/Dechert), as well as at a leading Russian law firm, where Asiyat focused on issues of company mergers and acquisitions, capital markets, and financial operations.
Asiyat Kulterbayeva represents clients in the mining, oil, gas, telecommunications, light industry, and banking sectors, with substantial experience in legal due diligence.
Legal counselor since 2004. Worked at a leading Russian manufacturing company (Severstal), then at a company of a Russian industrial magnate, where she gained extensive experience in mergers and acquisitions.
Experience also includes working at an international law firm (Chadbourne & Parke/Dechert), as well as at a leading Russian law firm, where Asiyat focused on issues of company mergers and acquisitions, capital markets, and financial operations.
Asiyat Kulterbayeva represents clients in the mining, oil, gas, telecommunications, light industry, and banking sectors, with substantial experience in legal due diligence.
Education
Asiyat graduated with honors from the Faculty of Law of Lomonosov Moscow State University with a specialization in Civil Law, and also obtained a degree in Philology with a specialization in English Language Teaching from Kabardino-Balkarian State University.
projects
Selected project experience
Проект
Business support
Клиент
Описание
Provided comprehensive legal support to ANO "Eurasian Investment Agency" including analysis and preparation of international agreements and contracts, commercial contracts with foreign parties (agency, investment contracts, service provision, licensing, leasing, loans, supply agreements, transport logistics, etc.), complete corporate governance (articles of association, internal policies), and legal analysis for transaction structuring.
Full legal support for the English company FindHeli – an online platform for helicopter booking, including preparation of contracts, internal policies, and M&A transactions.
Full legal support for the English esports team Tundra.
Legal support for all international projects of KZPM Group including term sheets and corporate agreements under English and Russian law (UAE/India).
Full legal support for all projects of ADD Properties.
Legal assistance for investment projects of private investors, including startups and equipment export.
Full legal support for the English company FindHeli – an online platform for helicopter booking, including preparation of contracts, internal policies, and M&A transactions.
Full legal support for the English esports team Tundra.
Legal support for all international projects of KZPM Group including term sheets and corporate agreements under English and Russian law (UAE/India).
Full legal support for all projects of ADD Properties.
Legal assistance for investment projects of private investors, including startups and equipment export.
Проект
Banking sector
Клиент
Описание
Legal advisory to Reliance Industries Limited on the acquisition of PJSC "Fortum", which involved drafting a mandatory offer and making amendments to the proposed purchase agreement; analysis of sanction issues; analysis of antitrust issues; and banking law analysis.
Legal advisory to Dil Bank on the acquisition of non-state pension funds.
Legal advisory to Reliance Industries Limited on the acquisition of AO Raiffeisenbank, which involved drafting a mandatory offer and making amendments to the proposed purchase agreement; analysis of sanction issues; analysis of antitrust issues; and banking law analysis.
Legal advisory to Reliance Industries Limited on the acquisition of Huhtamaki's business in Russia (preparation of a non-binding indicative offer; amendments to the proposed sale and purchase agreement; analysis of sanctions issues; analysis of antitrust issues).
Legal advisory to the Bank of China on a €300 million loan financing for the construction of six solar power plants in six regions of Russia, which entailed drafting security documentation under Russian law, commenting on the loan agreement drafted under English law, and analyzing the wholesale market trading system.
Obtained preliminary approval from the Central Bank of the Russian Federation for the acquisition of a 50% stake in Russian Industrial Bank by Marfin Popular Bank for $83 million.
Advised on the sale of the Latvian bank BTB to General Electric for LVL 60 million.
Analyzed and provided comments on the $50 million loan agreement with CSFB.
Legal advisory to Dil Bank on the acquisition of non-state pension funds.
Legal advisory to Reliance Industries Limited on the acquisition of AO Raiffeisenbank, which involved drafting a mandatory offer and making amendments to the proposed purchase agreement; analysis of sanction issues; analysis of antitrust issues; and banking law analysis.
Legal advisory to Reliance Industries Limited on the acquisition of Huhtamaki's business in Russia (preparation of a non-binding indicative offer; amendments to the proposed sale and purchase agreement; analysis of sanctions issues; analysis of antitrust issues).
Legal advisory to the Bank of China on a €300 million loan financing for the construction of six solar power plants in six regions of Russia, which entailed drafting security documentation under Russian law, commenting on the loan agreement drafted under English law, and analyzing the wholesale market trading system.
Obtained preliminary approval from the Central Bank of the Russian Federation for the acquisition of a 50% stake in Russian Industrial Bank by Marfin Popular Bank for $83 million.
Advised on the sale of the Latvian bank BTB to General Electric for LVL 60 million.
Analyzed and provided comments on the $50 million loan agreement with CSFB.
Проект
Agribusiness / production
Клиент
Описание
Advised Ai-Plast, a leading manufacturer of polymer containers, on the preparation of a corporate agreement under Russian law, coordinating the agreement with foreign shareholders, and structuring the corporate decision-making process.
Advised Kamskiy Polymer Materials Plant on preparing a Corporate Agreement under English law, structuring the creation of a joint venture with Indian partners, and negotiating the agreement.
Advised Kamskiy Polymer Materials Plant on setting up a joint venture in India - negotiating with Indian partners, drafting a Term Sheet and Shareholders Agreement under English law, and harmonizing the agreement with Indian lawyers.
Advised VTB Capital/Demetra-Holding on the acquisition of grain elevators, structuring the deal, conducting legal due diligence, drafting a Russian share purchase agreement, and preparing documents for a petition to the Federal Antimonopoly Service.
Advised Kamskiy Polymer Materials Plant on preparing a Corporate Agreement under English law, structuring the creation of a joint venture with Indian partners, and negotiating the agreement.
Advised Kamskiy Polymer Materials Plant on setting up a joint venture in India - negotiating with Indian partners, drafting a Term Sheet and Shareholders Agreement under English law, and harmonizing the agreement with Indian lawyers.
Advised VTB Capital/Demetra-Holding on the acquisition of grain elevators, structuring the deal, conducting legal due diligence, drafting a Russian share purchase agreement, and preparing documents for a petition to the Federal Antimonopoly Service.
Проект
IT
Клиент
Описание
Advised VEB Ventures on the acquisition of the Doctor Ryadom IT platform.
Advised the Russian Direct Investment Fund (RDIF) on a complex transaction for investment in the high-tech product (Geropharm) - structuring the deal, conducting legal due diligence, drafting a framework agreement, and a special investment contract with the Ministry of Industry and Trade.
Advised VTB Capital on the creation of the agricultural marketplace "Field.rf" in cooperation with PJSC "Phosagro" - establishing a joint venture, drafting the Corporate Agreement under Russian law.
Advised on the sale of a Russian IT company (software development) to the UK company Xchanging Plc for £10 million in cooperation with Ashurst LLP London office - due diligence, drafting of Russian share purchase agreement, comments on the English share purchase agreement.
Advised on the sale of a Russian IT company (payment and banking systems) to Sberbank for $40 million - due diligence, drafting of Russian share purchase and sale agreements, Federal Antimonopoly Service approval.
Provided full legal support for Russian offices of European and American IT companies - Aveva, Zebra Technologies, IHS Markit, Digital Science (EULA, License Agreements, DPA, SLA, etc.).
Legal support for establishing and operating the Russian office of Zebra Technologies International: formation of an LLC and a branch in St. Petersburg, drafting of employment contracts, job descriptions, and policies, coordination with the U.S. headquarters on importing radio electronic devices, filing applications with Roskomnadzor and FSB of Russia.
Establishment of the Russian office of Eplan GmbH (software development).
Advised VimpelCom Ltd. on acquiring a 49.9% stake in the Euroset Group for $226 million.
Advised the Russian Direct Investment Fund (RDIF) on a complex transaction for investment in the high-tech product (Geropharm) - structuring the deal, conducting legal due diligence, drafting a framework agreement, and a special investment contract with the Ministry of Industry and Trade.
Advised VTB Capital on the creation of the agricultural marketplace "Field.rf" in cooperation with PJSC "Phosagro" - establishing a joint venture, drafting the Corporate Agreement under Russian law.
Advised on the sale of a Russian IT company (software development) to the UK company Xchanging Plc for £10 million in cooperation with Ashurst LLP London office - due diligence, drafting of Russian share purchase agreement, comments on the English share purchase agreement.
Advised on the sale of a Russian IT company (payment and banking systems) to Sberbank for $40 million - due diligence, drafting of Russian share purchase and sale agreements, Federal Antimonopoly Service approval.
Provided full legal support for Russian offices of European and American IT companies - Aveva, Zebra Technologies, IHS Markit, Digital Science (EULA, License Agreements, DPA, SLA, etc.).
Legal support for establishing and operating the Russian office of Zebra Technologies International: formation of an LLC and a branch in St. Petersburg, drafting of employment contracts, job descriptions, and policies, coordination with the U.S. headquarters on importing radio electronic devices, filing applications with Roskomnadzor and FSB of Russia.
Establishment of the Russian office of Eplan GmbH (software development).
Advised VimpelCom Ltd. on acquiring a 49.9% stake in the Euroset Group for $226 million.
Проект
Tourism business
Клиент
Описание
Advised Thomas Cook on the sale of the "Intourist" tourism business to a Turkish investor – preparation of transaction documentation (Russian SPA, analysis of SPA under English law), preparation of documents for submission to the Federal Antimonopoly Service.
Проект
Aviation sector
Клиент
Описание
Consultancy for the company Airports of the Regions (Renova Group) on drafting a Shareholders’ Agreement for a Joint Venture aimed at constructing an airport with public-private partnership funding (development of the Term Sheet, Shareholders' Agreement, and Options).
Consultancy for Jet Aviation AG on the disposal of its Russian subsidiary, including preparation of transaction documentation (Russian Sale and Purchase Agreement, analysis under Swiss law).
Consultancy for Jet Aviation AG on the disposal of its Russian subsidiary, including preparation of transaction documentation (Russian Sale and Purchase Agreement, analysis under Swiss law).
Проект
Real estate
Клиент
Описание
Advised the Samolet Group on the conversion of a Corporate Agreement from being regulated under English law to Russian law.
Advised Rostec on the acquisition of a 25% share in CJSC Rosengineering, including the drafting of a shareholders' agreement, an options agreement, and completion of Federal Antimonopoly Service procedures.
Advised Hochtief on the general principles of public-private partnerships in Russia.
Drafted and negotiated lease agreements for Class A office spaces, accommodating both long-term and short-term lease arrangements for tenants and landlords.
Provided ENKA with counsel on various disputes with tenants and clients, as well as general corporate governance issues.
Advised Rostec on the acquisition of a 25% share in CJSC Rosengineering, including the drafting of a shareholders' agreement, an options agreement, and completion of Federal Antimonopoly Service procedures.
Advised Hochtief on the general principles of public-private partnerships in Russia.
Drafted and negotiated lease agreements for Class A office spaces, accommodating both long-term and short-term lease arrangements for tenants and landlords.
Provided ENKA with counsel on various disputes with tenants and clients, as well as general corporate governance issues.
Проект
Fuel and energy sector
Клиент
Описание
Guiding an international investment fund through the acquisition of a subsidiary of Rosneft and ConocoPhillips (LLC Polar Lights Company) for $200 million, including the preparation of Russian share purchase agreements, commentary on English framework agreements, due diligence, securing and structuring financing (with extensive negotiations and loan agreement analysis with UBS Bank, Alfa Bank, and VTB Capital), Federal Antimonopoly Service procedures and negotiations related to the transaction.
Advised GLG Partners on the acquisition of a 25% stake in JSC Sibirsky Anthracite.
Guided Kinross Gold Corporation through the purchase of two gold-mining operations in Chukotka Autonomous Okrug (Dvoinoye and Vodorazdelnoye) from Millhouse for $368 million.
Consulted Kinross Gold Corporation on acquiring the Kupol gold deposit.
Advised the copmany Airports of the Regions (Renova Group) on engaging Trafigura as a partner for developing the fueling operations at Yuzhny Airport, including construction of a fueling station (drafting of the English Shareholders' Agreement and construction agreement for the fueling station, participation in discussions at Trafigura's Swiss office).
Advised VTB Capital on forming a joint venture with RN Aero to construct and launch a fueling station at Pulkovo Airport, which included drafting a Russian Corporate Agreement and setting up a JV.
Assisted in the sale of two energy companies within the Veolia group to IFM Investors, in collaboration with the Paris office of Ashurst LLP (due diligence).
Facilitated the sale of ICICI Bank Eurasia LLC to Petroneft for 2 billion RUB, involving the creation of a letter of intent and a share purchase agreement under English law.
Conducted negotiations for the acquisition of 100% of PJSC SOC Bashneft.
Advised GLG Partners on the acquisition of a 25% stake in JSC Sibirsky Anthracite.
Guided Kinross Gold Corporation through the purchase of two gold-mining operations in Chukotka Autonomous Okrug (Dvoinoye and Vodorazdelnoye) from Millhouse for $368 million.
Consulted Kinross Gold Corporation on acquiring the Kupol gold deposit.
Advised the copmany Airports of the Regions (Renova Group) on engaging Trafigura as a partner for developing the fueling operations at Yuzhny Airport, including construction of a fueling station (drafting of the English Shareholders' Agreement and construction agreement for the fueling station, participation in discussions at Trafigura's Swiss office).
Advised VTB Capital on forming a joint venture with RN Aero to construct and launch a fueling station at Pulkovo Airport, which included drafting a Russian Corporate Agreement and setting up a JV.
Assisted in the sale of two energy companies within the Veolia group to IFM Investors, in collaboration with the Paris office of Ashurst LLP (due diligence).
Facilitated the sale of ICICI Bank Eurasia LLC to Petroneft for 2 billion RUB, involving the creation of a letter of intent and a share purchase agreement under English law.
Conducted negotiations for the acquisition of 100% of PJSC SOC Bashneft.
Проект
Securities / exchanges / brokers
Клиент
Описание
Advised BGC Partners, eToro, iForex, Liquidnet on numerous issues related to the securities market (structuring the proposals to Russian clients, trading in foreign securities and other structured products, etc.).
Consulted Goldman Sachs on various issues in the securities market, including the placement and trading of foreign securities, qualified investor status, electronic trading, and the advertising of foreign securities.
Full legal support provided to FC Otkritie for structuring the financial rehabilitation of NB Trust.
Advised Dukascopy Bank SA on matters of Russian currency regulation and the securities market, including new developments for forex dealers, online sales, and associated risks.
Advised Goldman Sachs on establishing an investment fund in Russia.
Consulted Goldman Sachs on various issues in the securities market, including the placement and trading of foreign securities, qualified investor status, electronic trading, and the advertising of foreign securities.
Full legal support provided to FC Otkritie for structuring the financial rehabilitation of NB Trust.
Advised Dukascopy Bank SA on matters of Russian currency regulation and the securities market, including new developments for forex dealers, online sales, and associated risks.
Advised Goldman Sachs on establishing an investment fund in Russia.
Проект
Automotive sector
Клиент
Описание
Advised Daimler AG on the acquisition of a 10% stake in the Russian company Kamaz for $250 million (multi-level due diligence of about 150 companies in Russia, Ukraine, and Kazakhstan).
Consulted Hyundai Group on the acquisition of the transport company Vektura LLC for €40 million, in collaboration with the Hong Kong office of Ashurst LLP, including drafting of the Russian share purchase agreement and comments on the English share purchase and shareholders' agreements, along with due diligence and Federal Antimonopoly Service procedures.
Guided Cerberus Capital Management L.P., a prominent international investment firm, in purchasing Visteon Rus LLC, in association with the American legal firm Schulte Roth & Zabel LLP, NY, providing extensive due diligence and preparing the Russian share purchase agreement, with remarks on the corresponding English agreement.
Consulted Hyundai Group on the acquisition of the transport company Vektura LLC for €40 million, in collaboration with the Hong Kong office of Ashurst LLP, including drafting of the Russian share purchase agreement and comments on the English share purchase and shareholders' agreements, along with due diligence and Federal Antimonopoly Service procedures.
Guided Cerberus Capital Management L.P., a prominent international investment firm, in purchasing Visteon Rus LLC, in association with the American legal firm Schulte Roth & Zabel LLP, NY, providing extensive due diligence and preparing the Russian share purchase agreement, with remarks on the corresponding English agreement.
Проект
Esports
Клиент
Описание
Founded and provided comprehensive legal support for the English esports team Tundra, including the establishment of the company and its subsidiaries, contracts with players, sponsors, influencers, and game organizers.
Facilitated the sale of the Russian subsidiary Turtle Group (video game organization) to the major Swedish media conglomerate MTGx, in collaboration with the Stockholm office of Ashurst LLP, which involved due diligence and drafting of the Russian share purchase agreement.
Facilitated the sale of the Russian subsidiary Turtle Group (video game organization) to the major Swedish media conglomerate MTGx, in collaboration with the Stockholm office of Ashurst LLP, which involved due diligence and drafting of the Russian share purchase agreement.
Проект
Asset structuring / private clients
Клиент
Описание
Drafted a Joint Venture Agreement for founders of a company in DMCC, UAE.
Established companies in the UAE.
Set up a Panamanian fund for private clients with the aim of asset structuring in collaboration with Vistra Geneva SA.
Advised senior executives of VTB Capital and Airports of the Regions on motivational agreements.
Established companies in the UAE.
Set up a Panamanian fund for private clients with the aim of asset structuring in collaboration with Vistra Geneva SA.
Advised senior executives of VTB Capital and Airports of the Regions on motivational agreements.
Проект
Retail
Клиент
Описание
Advised Henderson on developing an internal corporate framework, managing document turnover, drafting a new version of the company's charter, and internal policies.
Advised PepsiCo on the acquisition of a fast-food chain.
Advised Federal Express on a spectrum of corporate matters.
Acquisition of the renowned Russian retail chain Rive Gauche for $155 million.
Acquisition of the Russian retail chain Almond for $30 million.
Acquisition of the well-known Smak trademark.
Advised PepsiCo on the acquisition of a fast-food chain.
Advised Federal Express on a spectrum of corporate matters.
Acquisition of the renowned Russian retail chain Rive Gauche for $155 million.
Acquisition of the Russian retail chain Almond for $30 million.
Acquisition of the well-known Smak trademark.
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