Consultant - Legal T F

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1 Sergei Vataev Consultant - Legal Almaty Dechert Kazakhstan Limited, Dostyk Business Center, 43 Dostyk Avenue, Fourth Floor, Almaty T F sergei.vataev@dechert.com Practice Areas Anti-Corruption Compliance and Investigations > Employee Benefits and Executive Compensation > Complex Commercial Litigation > Energy and Natural Resources > Environmental Transactional and Risk Management > International and Insolvency Litigation > Litigation and Arbitration > Regulatory Compliance > Securities Litigation > Sergei Vataev focuses his practice on litigation, arbitration, corporate and project finance matters, particularly in the energy industry. Mr. Vataev s extensive experience includes corporate, commercial, tax, customs, regulatory, contractual and regulatory litigation and arbitration. He has advised foreign investors in litigation and arbitration proceedings on expropriation issues relating to their investments and has defended clients in commercial and regulatory lawsuits. Mr. Vataev has also advised clients on complex project transactions involving innovative use of payment and debt instruments, including municipal financing, securitization and securitization restructuring. Mr. Vataev is a member of the Chartered Institute of Arbitrators, an arbitrator of the Independent Arbitration Centre, Kazakhstan International Arbitrage, and International Arbitration Court ("IUS"). Mr. Vataev has been recognized as a leading lawyer in Kazakhstan by Chambers Global, The Legal 500, and PLC Which Lawyer (in the area of dispute resolution). Mr. Vataev has been named the Lawyer of the Year by the Best Lawyers for arbitration and mediation in He is noted for his work in dispute resolution in the 2017 edition of Chambers Global and Chambers Asia Pacific, where he is described as "a very active" practitioner with experience of handling "very complex matters." Sources also highlight his diverse experience as a key strength and cite that "he's involved in a broad range of disputes and has a good reputation." Mr. Vataev is ranked as a leading lawyer in

2 IFLR1000's 2017 guide and is regarded as a "seasoned disputes lawyer with a solid commercial background" in Chambers Global, He was ranked in Band 1 for dispute resolution in the 2015 editions of Chambers Global and Chambers Asia Pacific, with the directory stating that he is "held in high regard as both a litigator and arbitrator." Mr. Vataev is noted for dispute resolution in The Legal 500 EMEA, Prior to joining Dechert, Mr. Vataev was an international partner in the Kazakhstan practice of an international law firm. Before entering private practice, he served as legal counsel in a governmental agency and in the Parliament of the Republic of Kazakhstan, where he co-drafted several laws. Significant Representations Corporate, Commercial and Products Liability Disputes A major Russian bank in a lawsuit to recover indebtedness of more than US$35 million, including through seizing infrastructure classified by the government as strategic assets; advised the bank on structuring the settlement agreement, which was signed on the client s terms. A major Russian bank in numerous lawsuits in the Almaty Economic Court, Almaty City Court and the Supreme Court against major Kazakhstan companies to recover multimillion dollar debts under loan agreements. A foreign construction contractor in a commercial dispute with a customer over a failure to pay over US$40 million for construction work. British American Tobacco Kazakhstan and Gallaher Kazakhstan in the first tobacco consumer lawsuit in Central Asia; all of the plaintiff s claims were dismissed in full. A group of major hedge funds with shares in ATF Bank, one of the top five banks in Kazakhstan, in a dispute with the bank concerning violations of shareholders rights. The work involved conducting numerous lawsuits in Kazakhstan courts as well as exercising the clients rights as shareholders in various corporate actions and participating in media coverage of the dispute. A major Kazakhstan financial services provider in a corporate dispute over shareholders rights, which evolved into a series of lawsuits in the Specialized Financial Court in Almaty City. A major U.S. oil & gas company in a contract dispute over lease rights to real estate in Kazakhstan. An oil & gas company in international arbitration in relation to contractual liability for failure to perform under a preliminary contract; advised the client on its rights of claim, damages, and statutory penalties under Kazakhstan law. A Kazakhstan-German joint venture in a lawsuit brought by an Oblast Akim in relation to obligations under a joint venture contract to invest more than US$100 million in social infrastructure. The lawsuit ended by settlement on terms favorable for the investor. A Canadian oil & gas company and its joint venture in Kazakhstan in a lawsuit involving the Supreme Court. Participated in the preparation of arbitration proceedings over the expropriation of an investment in Kazakhstan. A large workwear company in a protracted dispute with its Kazakhstan counterparty. The case involved protecting against excessive penalties for contractual violations/late payments; the Supreme Court reduced the amount of the penalties to 1/3 of the initial amount of the award. Negotiated a settlement in a dispute between a Kazakhstan oil services company and a Western consulting company. A Southeast Asian company in one of the first major arbitrations in Kazakhstan, obtaining an award of the full amount claimed by the client.

3 The embassy of a Western country in a court trial concerning terrorist acts committed against the embassy. Tax and Customs Disputes A major oil & gas company involving foreign investment in proceedings brought by government authorities, including the migration agency, local and national tax agencies, Financial Police, and Prosecutor s Office in relation to alleged violation of drilling allotment terms. One of the largest American engineering and infrastructure companies in a dispute against the Kazakhstan fiscal authorities, pertaining to tax claims against the company of several hundreds of millions of dollars. The dispute involved handling claims on behalf of the client in Kazakhstan courts of all levels, as well as before Kazakhstan s fiscal authorities. The legal arguments included interpretation of the U.S.-Kazakhstan Double Taxation Treaty and Kazakhstan law. Advised client on potential criminal liability of senior executive and accounting personnel stemming from the authorities claims against the company. A large U.S.-Italian joint venture oilfield services company, defending the company s income tax deductions and challenging the tax authorities claims of additional taxes due. A large American oilfield drilling company in a dispute with the Atyrau tax authorities, defending the client s income tax deductions and challenging the tax authorities imposition of additional taxes and penalties. The case involved bringing claims at the administrative, trial court and appellate levels. An oil & gas joint venture in a multimillion dollar tax dispute involving issues of transfer pricing, successfully defending the client in the Astana City Court and the Supreme Court. Structured a defense strategy for a major oilfield services company in an investigation launched by the Kazakhstan tax police. An engineering and construction company on customs regulations in relation to construction of the U.S. embassy in Astana; advised on risk of penalties and confiscation in light of the temporary import regime. One of Kazakhstan s leading oil & gas producers in a series of multimillion dollar lawsuits against the Kazakhstan customs authorities in relation to export customs duty on crude oil. The work involved elaboration of various defense strategies and appearances in courts of different levels. A major oilfield services company in a dispute with Kazakhstan customs authorities in relation to classification of drilling equipment entitling the importer to a privileged customs regime. An aviation company in a dispute with the Kazakhstan customs authorities in relation to temporary importation of equipment, successfully defending against a threatened criminal investigation based on the allegation of customs violations. Regulatory A major U.S. oil & gas company in litigation with the Republic of Kazakhstan over an environmental pollution lawsuit (in the first instance for US$70 million; in the second instance for over US$400 million) brought in Kazakhstan courts. In the course of this work, advised the client on its position under a subsoil contract and joint venture agreement with the Republic of Kazakhstan, and under Kazakhstan law and international law, in preparation for bringing the case to international arbitration, and assisted in devising settlement arrangements. A mining company in a dispute against the Government of Kazakhstan, including advising on rules on agency, taking obligations, the statute of limitations, and legal capacity of governmental and quasi-governmental entities. A leading American drilling company challenging environmental citations issued by the West Kazakhstan Oblast environmental authorities, stemming from allegedly excessive emissions into the environment.

4 A large Chinese corporation in a potential international dispute with the Kazakhstan authorities. A "Big Four" auditing firm in an inquiry conducted by the General Prosecutor s office in relation to an audit of a major Kazakhstan bank. A "Big Four" auditing firm in the course of an investigation conducted by Financial Police in relation to a client of the auditing firm. A major U.S. oil company on FCPA and on Kazakhstan anti-corruption law issues. Advised on Kazakhstan anti-corruption law in the course of a U.S. Department of Justice FCPA investigation of an oilfield drilling company; liaised with and advised client and outside special FCPA counsel in Washington, DC. As part of this assignment, conducted a due diligence review of the company s operations, analyzed certain transactions and provided advice on Kazakhstan regulatory issues and anti-corruption law. An oilfield services company on employment law issues for expatriates in Kazakhstan, including with respect to: (i) salary payments under employment agreements, the currency in which the salary is paid, and whether the salary could be paid abroad; (ii) duration of employment agreements; (iii) probation periods; and (iv) notice periods for termination. An oilfield services company regarding options for sending its employees to work in the United Kingdom, including the formalities of labor contracts, payments to the state, and structuring employee compensation to achieve the lowest reasonable cost in terms of tax, pension and social fund payments, both in Kazakhstan, as well as in the UK. A major oil contractor company in a lawsuit brought by a disgruntled employee for wrongful dismissal. The representation included advice on labor law issues and structuring a settlement agreement on terms that prevented creation of an undesirable precedent for the company. Numerous clients with respect to administrative liability related to alleged violations of Kazakhstan law on taxes, customs, environmental rules, health and safety standards, migration, labor (including expat workers), and many other issues. Corporate/M&A Finance The owner of a large Kazakhstan food processing plant in defending against a hostile takeover; the case involved Swiss law elements. A Japanese automobile company on restructuring its joint venture in Kazakhstan. A major U.S. oil company in negotiations with the Republic of Kazakhstan, drafting a sale and purchase agreement for the US$680 million acquisition of an oil joint venture ownership interest. The first GSM operator in Kazakhstan on incorporation and a range of related issues. An international bank in transactions with elements of municipal financing and securitization. A large Kazakhstan municipality in a complex project finance transaction involving innovative use of payment and debt instruments. A western bank in a matter related to restructuring and banking regulations. A foreign investor in a large urban transportation restructuring project with planned investments exceeding US$1 billion. Participated in due diligence for an international telecommunications company on a proposed acquisition of a GSM operator in Kazakhstan. Includes matters handled at Dechert or prior to joining the firm. Sergei Vataev focuses his practice on litigation, arbitration, corporate and project finance matters, particularly in the energy industry. Mr. Vataev s extensive experience includes corporate, commercial, tax, customs, regulatory, contractual and regulatory litigation and arbitration. He has advised foreign investors in litigation and arbitration proceedings on expropriation issues relating to their investments

5 and has defended clients in commercial and regulatory lawsuits. Mr. Vataev has also advised clients on complex project transactions involving innovative use of payment and debt instruments, including municipal financing, securitization and securitization restructuring.mr. Vataev is a member of the Chartered Institute of Arbitrators, an arbitrator of the Independent Arbitration Centre, Kazakhstan International Arbitrage, and International Arbitration Court ("IUS").Mr. Vataev has Continue Reading EDUCATION University of Virginia School of Law, LL.M., 2001 Kazakh State National University School of Law, Law Degree, 1992 ADMISSIONS Kazakhstan (including as an Advocate) LANGUAGES English Russian MEMBERSHIPS Kazakhstan Petroleum Lawyers Association, Founding Member Chartered Institute of Arbitrators (CIArb)