Asiyat Kh. Kulterbaeva
A corporate and securities associate who advises on mergers and acquisitions, capital markets, financing transactions, fund formation, investment funds, asset management, and antimonopoly clearance.
She has been working in legal consulting since 2004. She worked as in-house counsel in a leading Russian manufacturing company (Severstal), and then in the company of a Russian industrial magnate, where she gained extensive M&A experience.
In 2008-2010 she worked in an international law firm (Chadbourne&Parke/Dechert), where she focused on M&A, capital markets, and financing operations.
She graduated from the Law Faculty of the Moscow State University,and also from the Foreign Languages Department of the Kabardino-Balkarian State University.
She is fluent in Russian and English, and has basic knowledge of Italian.
Since 2014 Asiyat Kulterbaeva has been a senior associate of AT Lawyers.
Ms. Kulterbaeva has represented clients in the mining, oil & gas, telecommunications, banking, and consumer goods industries, and has significant experience in conducting due diligence.
Projects and work:
Advising on the mergers and acquisitions, and also capital markets transactions, of:
(i) numerous US investment funds on Russian securities market issues (creation of investment fund and structuring of its Russian operations, securities trading, trading on MICEX, foreign securities placement, marketing of securities, etc.);
(ii) a major construction company on various corporate issues;
(iii) a well-known logistical services company on various corporate and labour issues;
(iv) a leading construction company on general issues of PPP projects in Russia;
(v) luxury clothing brands on Russian IP issues.
Supervising the establishment of Russian branches and representative offices of foreign companies;
Participating in the due diligence of transactions specified in the Project List below;
Providing legal support of the activities of Russian companies and commercial banks (and their clients);
Preparing and drafting transactional documentation (LOI, SPA, SHA, Deed of Guarantee and Indemnity, Escrow Agreements, Option Agreements, Loan Agreements, Share Pledge Agreements, Cessation Agreements);
Coordinating the work of foreign and Russian external consultants; giving general corporate advice; taking part in negotiations; dealing with foreign jurisdictions (BVI, Cyprus, Alderney, Great Britain);
Preparing conclusions on tax and civil law risks, arising from a company’s activity; legal analysis and support of financial schemes;
Drafting and commenting on commercial contracts and agreements, as well for internal rules, norms, instructions, orders and directives of the company;
Advising on real estate projects and general corporate matters (registration of companies, drafting of foundation documents, preparing the documentation for the meetings of the Council);
Providing legal analysis of pension schemes; dealing with tax and labour issues; preparing applications for FFMS, FAS and CBR.
Detailed Project List:
- advising on the $120m sale of the Latvian Bank VTB to General Electric;
- advising on the $50m credit facility agreement with CSFB;
- advising on the $155m acquisition of the well-known Russian retail business Rive Gauche;
- advising on the $30m acquisition of the well-known Russian retail business Mindal;
- advising on the $2.5m acquisition of a magasine publishing business;
- advising on the acquisition of a well-known Russian trade mark;
- advising Daimler AG in its acquisition of a 10% stake in Russian truck manufacturer KamAZ for $250 million (involving comprehensive due diligence of approximately 150 companies in Russia, Ukraine and Kazakhstan);
- advising on the acquisition of a significant stake in a major anthracite producer in Siberia by a major hedge fund;
- advising on the acquisition by Marfin Popular Bank of an over 50% stake in Rossiyskiy Promishlenny Bank (RosPromBank) for €83 million (approved by the Central Bank of Russia);
- advising on the acquisition by the Millhouse investment company of two gold mines in the Chukotka region for $368m;
- advising on the acquisition of a Russian mining company by Kinross Gold Corporation (involved conducting due diligence);
- advising on the acquisition by Open Joint Stock Company Vimpel-Communications (VimpelCom) of a 49.9% stake in the Euroset Group, Russia’s largest mobile handset retailer, for approximately $226m;
- advising PepsiCo on its proposed acquisition of a major Russian snack manufacturer;
- advising Hochtief on general questions surrounding PPP projects in Russia;
- advising Goldman Sachs on the creation of an investment fund focusing on trading in Russian debt securities, as well as on the structuring of its Russian operations;
- advising Federal Express on various corporate matters;
- advising Turkish construction company ENKA on numerous disputes between tenants and clients, as well as on various corporate and commercial matters;
- advising a foreign investment company on the acquisition of a Russian oil company.