MGB Law Offices

Firm overview: MGB Law Office is a leading full-service commercial law firm and one of the first ‘pioneers’ to the Azerbaijani legal market. Over a period of 25 years, MGB’s lawyers have developed extensive legal expertise and an excellent level of skills in almost all fields of Azerbaijani commercial/ business law. Specifically, MGB’s team has accumulated good practical experience based on an in-depth understanding of the Azerbaijani legal system, local business environment and the expectations of foreign investors. MGB has achieved this as a result of the personal commitment and dedication of its highly experienced and qualified personnel.

The firm’s activity in Azerbaijan is known to a wide cross-section of the government and business community, making the firm an integral part of the business scene in the Caspian region. The main focus of the firm is to provide comprehensive legal support to foreign investors.

MGB’s corporate team is well placed to assist with establishing local companies, conducting legal due diligence investigations in relation to corporate acquisitions and disposals, providing comprehensive legal support to cross-border transactions with an Azerbaijani element and group reorganizations, including applications for the approval of transactions by anti-monopoly government agencies in Azerbaijan.

The firm’s highly experienced energy and finance lawyers also conduct comprehensive due diligence work for companies in conventional and non-conventional energy sectors. Such works also extend to financing projects of major solar and wind power plants by multinational financial institutions. Remarkably MGB has recently been assigned to work on drafting auction rules for alternative sources of energy in order to hold and attract foreign investments by the Azerbaijani government.

The team also has a strong track record in cooperating with international law firms on energy and financing projects of strategic importance for Azerbaijan.

In addition to undertaking non-contentious work, a significant portion of the workload involves representing clients in tax, construction and employment matters.

The firm also has a strong litigation team, headed by Anar Janmammadov, representing the interests of various foreign companies on the complex commercial, tax and property related disputes in local courts. The lawyers of MGB are also members of the Collegium of Advocates of Azerbaijan, which provides them with the privilege to represent clients before local judges of all hierarchies.

Elsewhere, the firm is well known for its work on structured transactions involving immovable and movable assets as well as securing obligations to foreign lenders. Its broad industry-specific expertise spans telecoms, media, consumer goods, transport and pharmaceuticals, among other sectors.

Selected areas of practice
Banking and finance

• Acting as Azerbaijani counsel to a consortium of banks and financial institutions including Société Générale under multi-billion project financing to SOCAR & TURCAS related to construction of the major regional refinery in Turkey (Project Star)
• Representing DEG and EBRD as Azerbaijan counsel in respect of a multi-million re-financing of a leading supermarket chain owner in Azerbaijan. The borrower belongs to the largest operator of supermarket chains as well as producer of confectionery and foodstuff in Azerbaijan.
• Supported a number of projects for DEG and other IFIs on extension of loans under secured financing to Azerbaijani companies operating in various sectors of economy .
• Advising IFC, ABD, EBRD on the issues of financing of solar and wind energy projects in Azerbaijan.

Alternative energy

• Advising the consortium of international consultants in connection with the newly enacted law on renewable energy and the regulatory aspects of the development of the legal framework for the regulation of production of electrical energy from renewable sources
• Advising a syndicate of lenders on the first solar project of special significance in Azerbaijan involving the construction and operation of 230-megawatt solar photovoltaic (PV) plant
• Providing comprehensive legal support to IFC in financing a major solar power project in Azerbaijan

Oil and gas

• Advising the major service contractor to BP on the issues of structuring its business in Azerbaijan, including licensing and other regulatory requirements under ACG PSA related project in Azerbaijan
• Advising Exxon Azerbaijan Limited in respect of the sale of pipeline to the major oil terminal in Azerbaijan, including, among others, in relation to the land rights in relation to the pipeline and assets sale agreement in respect of such pipeline
• Advising ONGC Videsh Vankorneft Pte. Ltd. (“OVVL”), on: the potential acquisition by OVVL of ITOCHU’s upstream and midstream business in Azerbaijan including ITOCHU’s interest in the ACG upstream PSA and BTC

Corporate/M&A

• Advising a leading oil drilling contractor based in Scotland, in connection with a proposed reorganisation and subsequent combination of Kelly’s onshore land drilling business and the land drilling business in respect of Azerbaijan.
• Comprehensive advice to the major foreign oil service company on the issues of the restructuring of its joint venture arrangements with local partners, including the exit strategies, sale and acquisition of participatory interests under their shareholders agreements
• Advising Strabag on share transfer agreement in respect of the sale of a 100% shareholding in its local subsidiary as well the legal and tax issues related to the exit from such subsidiary
• Drafting share transfer agreement and advising a major oil company in respect of the transfer of shares in a PSA operating company
• Due diligence investigations in respect of M&A transaction involving Walt in Azerbaijan
• Advising the major owner of a catering/restaurant network in Azerbaijan on intra- group reorganisaton including the antimonopoly law requirements as to the proposed reorganization

Aviation

• Advising Global Jet Capital in the restructuring of its aircraft lease arrangements with major regional aircraft operator - SIlkWay Airlines.

Contract and regulatory compliance

• Advising a major investor to gold production on various regulatory and contractual issues concerning the rights and obligations of the investor pertaining to the development of and production of gold resources under the production sharing agreement signed with AzerGold
• Advising the Big Four companies on the issues of Azerbaijani laws governing cross-border transfers of personal data, audit information and other types of confidential information arising from sanctions imposed on Russia
• Advising Airbus on the complex issues of sale (lease) and joint cooperation over the operation of satellites with the National Satellite Operator

Litigation and arbitration

• Representing the interests of the major international projecting/design company in an on-going contractual dispute against Azerbaijan State Railway which is the sole operator of the railway system in Azerbaijan.
• Acting for Credendo on the debt restructuring of multi-million loans granted to one of the leading financial institutions in Azerbaijan including the enforcement of a security package granted by the bank in favour of Credendo through the local court.
• Representing Strabag in a major construction related ICC dispute against the owner of a luxury five-star hotel in Azerbaijan
• The representing of IFC’s interests on the issues of enforcement of security granted to IFC by a major local developer under a multimillion facility arrangement

Key clients
Chevron
ADB
EBRD
Coca-Cola
TGI Friday
IFC
NOV
Walt
Stork
Schumberger

Contact: Ismail Askerov, managing partner
Email: [email protected] or [email protected]