Юридическая фирма VERBA LEGAL

Selected experience

Ratings and awards

News and publications

Asiyat Kulterbaeva

Counsel

Corporate Law and M&A

Phone

+7 (495) 374-74-03

asiyat.kulterbaeva@verba.legal

Contacts

Download vCard

Languages

Russian, English, Italian

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.

Selected Experience

Business‑side advisory

Asiyat advised:

urasian Investment Agency – full‑scope legal support, including analysis and drafting of international agreements and commercial contracts with foreign counterparties (agency, investment agreements, licence agreements, leases, loans, supply, freight forwarding, etc.), preparation of corporate documentation (charters, internal regulatory acts), legal‑regime analysis and deal structuring;

FindHeli (UK) – an online helicopter‑booking platform – on drafting contracts, internal policies and M&A transactions;

Tundra (UK cyber‑sports team) – full‑scope legal support;

KZPM group of companies on international projects – preparation of term sheets and corporate documents under English and Russian law, including in the UAE and Indian jurisdictions;

ADD Properties – comprehensive legal support for all its projects;

Private investors on investment projects, including start‑ups and export‑equipment undertakings.

Banking sector

Asiyat advised:

Reliance Industries Limited on the acquisition of Fortum, including preparation of a mandatory offer, amendments to the sale‑and‑purchase agreement, analysis of sanctions‑ and antitrust‑related issues, and banking‑law aspects;

Dil Bank on transactions involving the acquisition of non‑state pension funds;

Reliance Industries Limited on the acquisition of Raiffeisenbank, with a similar package of legal support;

Reliance Industries Limited on the acquisition of Huhtamaki’s business in Russia, including drafting an indicative non‑binding offer, drafting the sale‑and‑purchase agreement, and analysis of sanctions and antitrust aspects;

Bank of China on credit‑financing construction of six solar power plants in Russia for EUR 300 million, including preparation of security documentation under Russian law, advice on the English‑law credit agreement and analysis of the wholesale‑electricity trading system;

Central Bank of the Russian Federation on obtaining preliminary approval for a Cypriot bank, Marfin Popular Bank, to acquire 50% of Prombank shares for USD 83 million;

A Latvian bank on the sale of its operations to General Electric for 60 million Latvian lats;

Commentary and advisory analysis of a USD‑50‑million credit agreement with CSFB.

Agribusiness / Manufacturing

Asiyat advised:

Ai‑Plast (leading producer of polymer packaging) on drafting a Russian‑law corporate agreement, its negotiation with foreign shareholders, and structuring corporate‑decision‑making processes for the group;

Kamsky Plastmass (KZPM) on drafting an English‑law corporate agreement, structuring a joint venture with Indian partners, and negotiating the agreement with foreign shareholders;

Kamsky Plastmass (KZPM) on setting up a joint venture in India – negotiations with Indian partners, preparation of the term sheet and an English‑law shareholders’ agreement, and coordination with Indian counsel;

VTB Capital / Demetra‑Holding on the acquisition of elevators (deal structuring, due diligence, drafting a Russian‑law sale‑and‑purchase agreement for a shareholding, and preparation of documents for the FAS).

IT

Asiyat advised:

VEB Ventures on the acquisition of the IT platform “Doctor Ryadom” (Tick‑to‑life);

Russian Direct Investment Fund (RDIF) on a comprehensive investment transaction in a high‑tech product (GeroFarm) – deal structuring, due diligence, drafting a framework agreement and a special investment contract with the Ministry of Industry and Trade;

VTB Capital on setting up the agricultural marketplace “Pole.ru” together with PJSC FosAgro (creation of a JV, drafting a Russian‑law corporate agreement);

The sale of a Russian IT company (software development) to the UK‑based Xchanging Plc for £10 million, in cooperation with Ashurst LLP’s London office (due diligence, Russian‑law sale‑and‑purchase of shares, comments on the English‑law SPA);

The sale of a Russian IT company (payment and banking systems) to Sberbank for USD 40 million (due diligence, Russian‑law share‑sale and stake‑sale agreements, FAS‑related filings);

Russian offices of European and US‑based IT companies – Aveva, Zebra Technologies, IHS Markit, Digital Science – on end‑user license agreements (EULAs), license agreements, DPAs, SLAs, and related documentation;

The establishment and operation of Zebra Technologies’ Russian office – incorporating an LLC and a branch in St. Petersburg, drafting employment documentation, coordinating with the US headquarters on the import of radio‑electronic equipment, and preparing applications to Roskomnadzor and the FSB;

The establishment of Eplan GmbH’s Russian office (software‑development company);

VimpelCom on the acquisition of 49.9% of the Evroset group for USD 226 million.

Real estate

Asiyat advised:

Samolyot group of companies on the restructuring of a corporate agreement from English law to Russian law;

Rostekhnologii Group (Rostec Group) on the acquisition of 25% of ZAO Rosinzhiniring (shareholders’ agreement, option agreement, FAS‑related filings);

Hochtief on general PPP principles in Russia;

Preparation and negotiation of long‑term and short‑term lease agreements for landlords and tenants of Class‑A office real estate;

ENKA on multiple disputes with tenants/customers and related corporate matters.

Energy and natural resources

Asiyat advised:

An international investment fund on the acquisition of a subsidiary of Rosneft and ConocoPhillips, OOO “Kampanya Polaritynoye Siyaniye”, for USD 200 million – Russian‑law sale‑and‑purchase agreements for shares, comments on the English‑law framework agreement, comprehensive due diligence, financing structuring with UBS Bank, Alfa‑Bank, VTB Capital, FAS‑related analysis and negotiations;

GLG Partners on the acquisition of 25% of OAO “Sibirskiy Anthracite”;

Kinross Gold Corporation on the acquisition of two gold‑mining deposits (Dvoynoye and Vodorazdelnoye) from Millhouse for USD 368 million;

Kinross Gold Corporation on the acquisition of the Kupol gold‑mine deposit;

Aeroports of Regions (Renova Group) on a project with Trafigura for the airport‑fuel‑supply business at Yuzhny airport (English‑law shareholders’ and construction agreements, negotiations in Switzerland);

VTB Capital on setting up a JV with RN Aero for the refuelling business at Pulkovo airport (Russian‑law corporate agreement, JV formation);

The sale of two energy‑sector companies (Veolia group) to IFM Investors, in cooperation with Ashurst LLP’s Paris office (due diligence);

The sale of ICICI Bank Eurasia LLC to the oil company Petronéft for RUB 2 billion (letter of intent and an English‑law SPA);

Negotiations on the acquisition of 100% of OAO ANK “Bashneft”.

Energy and natural resources

Asiyat advised:

GLG Partners on the acquisition of 25% of OAO “Sibirskiy Anthracite”;

Kinross Gold Corporation on the acquisition of two gold‑mining deposits (Dvoynoye and Vodorazdelnoye) from Millhouse for USD 368 million;

Kinross Gold Corporation on the acquisition of the Kupol gold‑mine deposit;

VTB Capital on setting up a JV with RN Aero for the refuelling business at Pulkovo airport (Russian‑law corporate agreement, JV formation);

The sale of two energy‑sector companies (Veolia group) to IFM Investors, in cooperation with Ashurst LLP’s Paris office (due diligence);

The sale of ICICI Bank Eurasia LLC to the oil company Petronéft for RUB 2 billion (letter of intent and an English‑law SPA);

Negotiations on the acquisition of 100% of OAO ANK “Bashneft”.

Securities / Exchanges / Brokers

Asiyat advised:

BGC Partners, eToro, IForex, Liquidnet on securities‑market matters (structuring offers to Russian clients, trading in foreign securities and structured products);

Goldman Sachs on securities‑market matters (issuance and trading of foreign securities, qualified‑investor status, e‑trading and promotion‑related issues);

“FC Open” (Open Brokerage) on the full‑scope legal support for the financial‑restructuring of NB Trust;

Dukascopy Bank SA on Russian‑law currency‑regulation and securities‑market issues (forex‑dealer analysis, online‑product sales and risk‑management aspects);

Goldman Sachs on the establishment of an investment fund in Russia.

Automotive sector

Asiyat advised:

Daimler AG on the acquisition of 10% of KAMAZ shares for USD 250 million (due diligence of around 150 companies in Russia, Ukraine and Kazakhstan);

Hyundai Group on the acquisition of Vektura LLC, a transport company, for EUR 40 million in cooperation with Ashurst LLP’s Hong Kong office (Russian‑law share‑sale agreement, comments on the English‑law SPA and shareholders’ agreement, due diligence, FAS‑related filings);

Cerberus Capital Management L.P. on the acquisition of OOO Visteon Rus in cooperation with Schulte Roth & Zabel LLP, NY (due diligence, Russian‑law share‑sale agreement, comments on the English‑law SPA).

Esports

Asiyat advised:

The creation and full‑scope legal support of the English‑based cyber‑sports team Tundra (corporate structure, agreements with players, sponsors, influencers and tournament organizers);

The sale of the Russian subsidiary of Turtle Group (video‑gaming company) to Swedish MTGx, in cooperation with Ashurst LLP’s Stockholm office (due diligence, Russian‑law share‑sale agreement).

Asset structuring / Private clients

Asiyat advised:

Founders of a company on drafting a joint‑venture agreement in DMCC, UAE;

Setting up companies in the UAE;

Establishment of a Panamanian trust/fund for private clients on asset‑structuring, in cooperation with Vistra Geneva SA;

Top management at VTB Capital and Aeroports of Regions on incentive and remuneration arrangements.

Retail

Asiyat advised:

Henderson on developing an internal corporate structure, document flow, a revised charter and internal policies;

PepsiCo on the acquisition of a fast‑food chain;

Federal Express on various corporate‑matters;

The acquisition of the Russian retail network Rive Gauche for USD 155 million;

The acquisition of the Russian retail network Mindal’ for USD 30 million;

The acquisition of the S-mak brand.

achievements

Ratings and Awards

Asiyat is recommended in Russian legal rankings, including Pravo‑300, Kommersant and Rossiyskaya Gazeta.

Pravo‑300 in the nominations: Corporate Law / M&A (advising high‑market clients), Corporate Law / M&A (high‑market deals and M&A), Agriculture and the Agricultural Complex

Kommersant in the nominations: PPP (Public–Private Partnerships), Agriculture

Rossiyskaya Gazeta in the nominations: Corporate Law, International Projects, M&A and Private Capital and Investments