LEGAL CONSULTING

 

Onshore and offshore concession blocks

Analysis of legal system, including tax, environmental and subsoil usage laws as part of complete due diligence of onshore and offshore exploration and production concessions for a UK investor and oil and gas operators in Mexico and Nigeria.  Research and analysis of legal systems in Russia, Kazakhstan, Uzbekistan, Turkmenistan and South East Asian countries.

 

 

Foreign investment, tax, customs and subsoil usage law analysis

ANAC team provided legal advice and consulting to Kanalis Group of Companies which is an upstream oil and gas USA investor and legal advice to other USA and international investors on the review of Kazakhstan and Russia investment climate and laws on foreign investment, tax laws and risks of tax regime changes combined with economic analysis, financial modeling of particular projects, as well as subsoil and natural resource usage laws, customs laws and their implications on investment projects.

 

 

 

 

CORPORATE TRANSACTIONS

 

For corporate transactions with current dynamic business and regulatory environment, you need a partner with knowledge, experience, commitment and determination to help you achieve your goals. As an example of ANAC team’s work on corporate deal structuring:

 

 

Senergy: Advising on the $250 million transaction for the acquisition by Sumatec Resources Berhad of a group of oil and gas fields in Western Kazakhstan owned by Buzachi Neft LLP. The deal involved a multi-practice team for the complex asset acquisition and financing of exploration, development and production at three onshore and offshore oil and gas fields. This deal represented one of the largest oil and gas transactions in Kazakhstan and included complete due diligence, e.g. geologic and geophysical, petroleum engineering, petrophysical, economic and financial modeling and valuation, legal due diligence and drafting of asset acquisition contract, business advice and deal structuring.

 

 

Pertamina: Structuring a transaction on acquisition of Tenge field which is an onshore oil and gas field located in Mangystau region of South-Western Kazakhstan. The deal structuring was revised multiple times during the valuation and complete due diligence followed by negotiations and changing terms and conditions where the past liabilities of the field owners were not limited to bank loans or other official or publicly disclosed liabilities.  The amount of the transaction fluctuated between $300 million and $100 million depending on changing management and buyer requirements, reserve and liability estimates of the seller.  Based on updated due diligence and changed acquisition strategy of the buyer, the new management of Pertamina decided to pull out of the deal.

 

 

 

 

LITIGATIONS

 

Complete due diligence of projects, assets and partners helps to avoid situations of legal disputes and litigations where the costs of litigations, if and when they arise, are much higher than the costs of properly and timely conducted due diligence.  However, if it’s already too late for a due diligence and the client has to face the consequences of not doing a proper and timely due diligence, ANAC team is also here to help:

 

 

Concession extensions

Litigation matters regarding the extension of concessions or subsoil usage rights for oil & gas, coal, gold and other mining fields related to complete or partial non-performance of investor's or operator's liabilties to the government or where the exploration or production license was already either revoked or being recalled for various reasons by governments.

 

​

Settlement of corporate investment disputes

We have been been representing the interests of USA corporate and private groups of investors since 2011 for major international corporate litigation cases.

​

 

Financial damages

A USA Corporation has filed lawsuits vs private persons and legal entities for financial damages caused by illegal actions of those persons as accomplices to the forced takeover of USA investors’ business in Kazakhstan.  These are currently pending civil case litigations in Kazakhstan and USA courts which may further be taken to international court level.

 

 

Invalid purchase and sale contracts

Won civil case lawsuits of USA investors against international and local Kazakhstani corporate entities on invalid purchase and sale contracts and transactions, where ANAC represented the interests of USA investors. The court rulings satisfied the investors' claims acknowledging the contracts as illegal, awarding cancellation of illegal contracts and cancellation of illegal re-registration of shares with government registration authorities.  ANAC provides legal advice and representation in numerous international and local corporate litigations and disputes related to cancellation of illegal purchase and sale transactions.