Corporate and M&A

Almaty, Kazakhstan

Unicase has developed a well-established complex Corporate and M&A practice with extensive experience across the full lifecycle of corporate matters. The team advises on the incorporation and re-registration of companies, branches and representative offices, as well as the establishment of investment funds, non-commercial organisations and special-purpose vehicles, including within the AIFC.

Within its Corporate and M&A practice, Unicase advises clients across the full lifecycle of complex transactions, including legal due diligence, transaction structuring, shareholder and joint venture arrangements, and the development of effective corporate governance and compliance frameworks. The team regularly advises on cross-border share and asset acquisitions, swaps and spin-offs, corporate reorganisations and restructurings, as well as strategic partnerships in multi-jurisdictional settings. The practice also provides integrated antimonopoly and regulatory clearance support, together with tax advisory services, including tax structuring for foreign investments, assessment and mitigation of permanent establishment exposure, transfer pricing strategy and defence, and tax considerations in corporate reorganisations and group restructurings.

Since 2018, Unicase has been among the first firms to advise on corporate matters within the Astana International Financial Centre (AIFC), where our lawyers are registered practitioners. We support clients with company and fund registrations, and ongoing corporate activities within the AIFC framework. Our Corporate and M&A team has the capacity to handle complex matters across Kazakhstan, Uzbekistan, and Kyrgyz Republic and has acted for clients across a diverse range of sectors, including:

• Energy, Natural Resources (oil, gas, mining, and renewables)
• Infrastructure and Real Estate,
• Banking,
• Telecommunications and Technology
• FMCG and Pharmaceuticals.

With more than a decade of advising on major transactions, over 500+ successfully completed turnkey corporate projects and 420+ completed M&A deals, Unicase’s reputation for excellence continues to grow. As a cornerstone of the firm, the Corporate and M&A practice remains a trusted partner for clients seeking to expand, restructure, or enter Central Asia’s dynamic and rapidly evolving markets.

Unicase’s Corporate and M&A practice is recognised as one of Central Asia’s leading advisory teams, providing comprehensive transactional and strategic corporate support to domestic and international clients. The practice is known for its work on high-value, complex and first-of-their-kind transactions, combining deep sector expertise with a commercially focused approach to help clients achieve their strategic objectives across the region. Unicase’s Corporate Team advises corporate and multinational companies, investors, and SOEs from from Europe, the UK, China, the Middle East, the USA, and the Asia-Pacific region, providing coordinated cross-border support and participating in multi-jurisdictional transactions and projects.

Almaty, Kazakhstan

Almaty, Kazakhstan

Almaty, Kazakhstan

Services

Mergers and Acquisitions

Corporate Restructurings and Reorganisations

Transaction Documentation (SPA, SHA, SSA)

Asset Protection

Direct Private Investments

General Civil and Corporate Law Matters

Joint Ventures and Strategic Alliances

Corporate Governance

Digital Assets a

Venture Capital

Band 3

Chambers & Partners

in Corporate & Finance

in Mergers & Acquisitions

IFLR 1000

Tier 2

Legal 500

Tier 2

in Corporate, Commercial and M&A

Unicase advised on uranium mining transactions exceeding USD 570 million, strengthening Kazakhstan’s standing as a leading global uranium supplier. The firm represented JV Zarechnoye JSC in the transfer of a 49% stake to State Nuclear Uranium Resource Development Company Ltd., providing Chinese investors access to 3,500 tonnes of reserves and supporting the long-term efficiency and regulatory compliance of the Zarechnoye mine.

Unicase advised the international investment group on the registration and structuring of its investment fund in the AIFC as part of its regional expansion. The work includes assessing AIFC fund regulations, advising on structuring and licensing options, analysing governance, tax and operational implications, and preparing the legal memorandum and registration documents for submission to AIFC authorities.

Unicase advised a client on acquisition of a leading, world‑class phosphorus hub in Jambyl Region, reviewing corporate structure, contracts, licences, labour matters, and environmental compliance. The findings were summarised in a report identifying key legal risks and mitigation measures.

Unicase advised JV Kyzylkum LLP and JV Khorasan-U LLP on the transfer of a 30% stake to China Uranium Development Company Ltd., supporting production expansion at the Horasan deposit, which produces 2,100 tonnes annually and holds 33,000 tonnes in reserves, with operations expected to continue through 2038.

Unicase advised the Ministry of Culture and Tourism of China on establishing the China Cultural Center in Astana, determining its legal status, coordinating with Kazakhstani authorities and completing its registration as a nonprofit private institution. The firm prepared all required documents, secured approvals and continues to support the Center on regulatory and operational matters.

Unicase advised a leading technology company providing online services, search, taxi, delivery, and other digital platforms across multiple markets on a potential investment in an AI-driven telemedicine venture in Kazakhstan. The work included investment structuring, shareholder protections, enforceability of foreign law-governed agreements, and venture capital rights, enabling a legally secure and commercially flexible transaction.

Unicase advised on the acquisition of a stake in a Luxembourg holding company indirectly owning a gold mining asset in Kazakhstan. The mandate involved a foreign strategic investor acquiring shares in a Luxembourg entity holding the asset through a wholly owned Kazakh subsidiary. The work included legal due diligence, transaction structuring, reviewed and supported SPA and related transaction documentation, and assisted with closing, post-closing matters, and regulatory approvals and notifications, including antitrust analysis and filings.

500+

successfully completed turnkey corporate projects

completed M&A deals

420+

>10

years recognised in leading international rankings