REPRESENTATIVE MATTERS


Projects and Finance

We regularly act for financial institutions and sponsors on major projects across the region.

  • Advising an international supplier of rolling stock on the supply, construction and operation of a suburbian railway in Cairo.
  • Advised IFC and further lenders (including DEG) on the refinancing of the Iraqi operations of Zain (2011 and 2018).
  • Advised IFC and Proparco on the financing of the Iraqi operations of Lafarge (Bazian and Kerbala).
  • Advised a Chinese contractor on an EPC+F transaction for the expansion of a power plant in the Basra area.
  • Advised an IOC on taking security over petroleum assets in the Kurdistan Region and in Basra.
  • Advised IFC and Bank Audi on the combined debt and equity investment in an IPP owned by Mass Global in the Kurdistan Region of Iraq.
  • Advised IFC on the financing of the Unit IPP in Zakho in the Kurdistan Region of Iraq.
  • Advised Deutsche Bank and Goldman Sachs on a proposed sovereign debt transaction with the Kurdistan Regional Government.
  • Advised a Chinese contractor on an EPC+F transaction for the extension of a refinery in the Kurdistan Region of Iraq.
  • Advised KfW on a EUR 500 million untied facility extended to the Republic of Iraq.
  • Advised UKEF on the financing of a waste water treatment plant in the Kurdistan Region.
  • Advised the financing vehicle of an international supplier of telecom equipment on an ongoing basis on the vendor financing of telecom equipment supplied to an Iraqi mobile operator.
  • Advising SANAD, an investment fund owned by KfW and other international banks, on SME financing transactions in Egypt on an ongoing basis, in co-operation with leading Egyptian banks.
  • Representing an Austrian contractor in relation to a contract for the equipment of the new Cairo Opera House.
  • Representing an international technology contract in relation to an EPC contract for the supply and installation of a production facility for lactose.

Arbitration

We regularly represent parties in commercial and treaty arbitrations under all major international arbitration rules.

  • Successfully represented a Yemeni company in ICC proceedings against a German manufacturer relating to a failed supply transaction subject to the CISG.
  • Successfully represented an international chemical company in DIS proceedings against their former Egyptian dealer.
  • Successfully represented an Austrian medical company in VIAC proceedings against a dealer in Egypt.
  • Successfully represented a German contractor in HCIAC proceedings against a Chinese contractor relating to a cement project in Egypt.
  • Representing a German manufacturer in DIS proceedings against a Jordanian dealer.
  • Successfully represented an international hotel company in ICC proceedings against the owner of a landmark hotel in Cairo.
  • Successfully defending an international technology company in ICC proceedings against claims brought by a former Libyan state trading company.
  • Successfully represented a German investor in ICSID proceedings against the Arab Republic of Egypt based on wrongful criminal convictions handed down after the Egyptian Revolution 2011.

Litigation

We regularly represent Middle Eastern parties in litigation in Germany and Europe.

  • Successfully represented the Central Bank of Iraq in proceedings defending against the recognition and enforcement of a Dutch court decision.
  • Successfully represented a German contractor in defending against claims brought by a subcontractor in relation to a project in Malaysia.
  • Representing a Saudi company in bringing claims based on a supply transaction against a German counter party.
  • Successfully defending a Yemeni company against a legal action brought to challenge ICC arbitral proceedings.
  • Successfully representing the Republic of Iraq against the attachment of the embassy property.
  • Representing a German manufacturer of sweets in bringing claims against dealers in Kuwait in Saudi-Arabia.

Expert Opinions

We are regularly asked to render expert opinions on matters of Middle Eastern law for courts in Germany, Europe as well as in international arbitration proceedings.

  • Expert opinion on the legal status and representation of Libyan public investment vehicles for a dispute between a Libyan investment company and a German bank in the German courts. 
  • Expert opinion on the laws of Qatar in a dispute between a Qatari company and its former manager in the German courts.
  • Expert opinion on the laws of Yemen in a dispute between a German supplier of broadcasting equipment and Yemeni television.
  • Expert opinion on force majeure under Libyan law submitted in an ICC arbitration between an international technology company and a Libyan government agency.
  • Expert opinion on the valid extension of bank guarantees under Libyan law to be submitted to a German bank in connection with a dispute in relation to payment claims relating to these bank guarantees.
  • Expert opinion on the law of negotiable instruments of the law of Qatar to be submitted to a German court.
  • Expert opinion on the interpretation of commercial agreements, stipulations for the benefit of third parties and the status of sub-contractors under Libyan law for proceedings in the Dutch courts.

Public International Law

We advise international investors on investment protection and on business and human rights. In addition, we advise international organizations, development organizations, embassies and government agencies on questions of international law.

  • Successfully represented a German investor in ICSID proceedings against the Arab Republic of Egypt based on wrongful criminal convictions handed down after the Egyptian Revolution 2011.
  • Advising several Arab Embassies in Berlin.
  • Establishing an international organization with 10 member states from the MENA region active in the support of renewable energies.
  • Establishing a network in support of renewable energies with member states from Europe and on the international level seated in Paris.
  • Advised a German government agency on petroleum agreements in the context of failed statehood.
  • Advising German companies on business and human rights issues in light of the proposed Supply Chain Act.
  • Advising German companies on the effects of the extraterritorial sanctions against Iran and Sudan and the EU Blocking Ordinance.
  • Advising an international company on a settlement with an Arab state based on an ICSID award obtained against Arab state. 
  • Advising an IOC on the protection of oil investments in Libya under international investment laws.

Labor and Employment

We offer comprehensive contentious and non-contentious advice to clients – providing HR and employment law compliance advice that is practical and meets the latest regulatory requirements,  handling the employment aspects of major corporate transactions, and providing outstanding expertise to clients in employment disputes. An abbreviated list of some of the companies we have represented is set out below:

  • Represented the Dubai subsidiary of a publicly traded Japanese trading company in the termination of the company’s chief marketing officer.  Represented the company and managed the subsequent litigation stemming from the termination with an AED 5 million value. 
  • Represented the UAE subsidiary of a publicly traded company in Hong Kong on the termination of its general counsel.  Managed multiple legal proceedings including a criminal complaint for theft of company property and defense of the company in a 1.8 million dirham labor claim.  We secured a dismissal of the labor claim on a procedural basis including an order from the court that the plaintiff reimburse the defendant for legal fees and court costs. 
  • Act as the sole external legal advisor to the world’s second largest human resources provider and temporary staffing firm, and a Fortune Global 500 company in the Middle East including comprehensive regulatory, contentious, and non-contentious employment advice to the client.  Recent contentious representations including advising the client on an internal investigation stemming from employee complaints as well as the termination of senior members of the company. 
  • Represented the UAE subsidiary of a stock listed German group in the termination of the group’s regional chief executive officer. 
  • Provide ongoing day-to-day advice to a German multinational engineering and technology conglomerate on a variety of HR matters concerning their employees based in Dubai, as well as in KSA and Qatar. Topics recently advised on have included recruitment and employment contracts, disciplinary measures, termination and retirement.
  • Assisted a British-Dutch transnational consumer goods heavyweight, a Top10 in the global FMCG market, with drafting an employee handbook for its staff across the GCC, covering the necessary grounds to enable well-defined employer/employee relations, including pay and benefit schemes, information about different types of leave, rules on confidential information handling, enhanced anti-discrimination provisions, as well as conduct policies for sexual harassment, and grounds for dismissal and due process.

Corporate / M&A / Joint Ventures

We have represented multinational companies and foreign investors on countless M&A transactions and strategic investments. An abbreviated list of some representative transactions on which we have advised is set out below:

  • Represented more than 300 Japanese clients on legal aspects of their business across the Middle East region.
  • Represented Kinden Corporation of Japan on its acquisition of International Electro-Mechanical Services Co. of Dubai, UAE.
  • Represented Kurita Europe GmbH, part of Kurita Water Industries Group, on its joint venture with AquaChemie in the UAE and Saudi Arabia.
  • Assisted a major regional tech company on restructuring of its regional operations in multiple jurisdictions including Morocco, Egypt, Lebanon, Qatar, Saudi Arabia, and the UAE. Advised the same company on a major asset purchase in the UAE, and assisted with all ancillary matters related to the asset purchase including labor and employment issues and regulatory affairs.
  • Advised a major Swiss pharmaceutical company on a potential investment in the UAE under the new foreign direct investment regime.
  • Advised a large oilfield service provider on post-carve out issues related to its operations in the UAE; assisted the same entity in regional operations in Saudi Arabia and Iraq, including establishment Iraq operations in collaboration with AMERELLER’s Baghdad office.
  • Advised a leading German chemical manufacturer on UAE-based joint venture for manufacturing and distribution of chemical products, including structuring the joint venture, full legal documentation of initial acquisition and ongoing legal advice to the joint venture.
  • Advised a multinational client on due diligence of a target on behalf of purchaser of a chemical blending plant in the UAE, drafting of all acquisition and ancillary documents, structuring and legal advice.
  • Advised a purchaser on the acquisition of one of the largest petrochemical plants in the Middle East region, including full due diligence, drafting and negotiation of all documentation, regulatory advice and securing of needed licenses.
  • Advised a purchaser on UAE aspects of a multi-jurisdictional acquisition, due diligence, regulatory approvals, completion of all share transfer formalities, coordination with lead international counsel, drafting of all documents required for closing the UAE portion of the transaction simultaneously with other jurisdictions.
  • Advised a leading international logistics corporation on the construction of a new facility covering real estate due diligence, acquisition, preparing and conducting legal due diligence, negotiation, drafting and review of contracts transaction, management cross-border operations, merger, consolidation, and optimizing the financial structure.
  • Represented Daihatsu on the share purchase of a regional automobile sales and distribution company in the Dubai Auto Zone.
  • Advised a leading North American global market leader in the largest ever private share and asset acquisition of multiple Iraqi companies, including restructuring, due diligence, full legal documentation, liaising with relevant authorities, and securing all regulatory approvals.
  • Advised a multinational investor on the acquisition of a major dairy plant in Egypt.
  • Represented a U.S. private equity fund in the acquisition of Iraq’s largest oil service company.
  • Advised a consortium of a GCC sovereign wealth fund, a European oil major and a private investor on the acquisition of a corporate vehicle holding a concession in Libya.
  • Advised a purchaser on acquisition of petrochemical-related target in the UAE including full due diligence, structuring, negotiations, documentation, regulatory and legal advice.
  • Established more than 200 branches and more than 400 subsidiaries of foreign companies in Iraq.
  • Advised a major bottler of a leading international beverage company on the acquisition of several factories in Iraq.
  • Advised a leading local Iraqi family in relation to a joint venture involving a leading US private equity company and the investment vehicle of an Arab sovereign wealth fund.
  • Advised several of the largest foreign multinational companies active in Iraq on the establishment and restructuring of their corporate presence.
  • Ongoing advice on all aspects regarding the business of several of the largest foreign automobile manufacturer selling into Iraq.
  • Structured advice and establishment of the first insurance brokerage firm in Iraq.
  • Ongoing advice on countless commercial transactions including distribution agreements, agency agreements, licensing agreements and service agreements for multinational companies active across Iraq.

Trade Sanctions Compliance

We represent multiple major automobile manufacturers and many other companies active in the automotive sector, including shippers, and manufacturers of car parts, tires, batteries and accessories. An abbreviated list of some of the companies we have represented is set out below:

  • Created an OFAC trade sanctions compliance program for numerous clients including a Japanese technology company, a Japanese elevator manufacturer, a Japanese automotive manufacturer, a European industrial manufacturer, a Singaporean trading company, a European shipping company, and a Japanese food manufacturer, among many others.
  • Represented a Japanese trading company on the implementation of its compliance system across eleven offices in the Middle East and Africa.
  • Represented a leading Egyptian business in the successful defense concerning allegations wrongdoing in the award government contracts from authorities in the United States and the United Kingdom.
  • Advised some of the first multinational companies entering into new business in Sudan following the first lifting of US sanctions against Sudan in 2017.
  • Advised a leading European chemical manufacturer on its supply of products to sanctioned jurisdictions and required OFAC, EU and UN trade compliance.
  • Advising an Asian automotive company on sanctions issues involved with the use of their vehicles by organizations designated as Foreign Terrorist Organization by the US Department of State.
  • Advising an Asian automotive company on supply of vehicles and parts to Syria to comply with OFAC trade sanctions.
  • Advising a leading international logistics corporation on OFAC compliance of its transactions with Azerbaijan and Turkmenistan.
  • Advising a major Asian telecommunications supplier of resolution of sanctions issues regarding the supply and installation of mobile telecom equipment to a government operator.

Major Projects, Development and Real Estate

  • Advising a foreign IOC on various legal aspects of a USD 60bn infrastructure project in Iraq.
  • Advising a UAE real estate developer on various legal aspects of the largest real estate development central Iraq, including negotiations with NIC.
  • Advising two of the three largest real estate developers in KRI in relation to various legal aspects of their projects.
  • Advising a major Dubai developer on a large real estate project in Baghdad and related off plan sales.
  • Advising a consortium of foreign embassies in relation to an embassy compound in Baghdad.
  • Advising foreign operators and foreign and local investors on numerous hotel projects in KRI and central Iraq.
  • Ongoing advice of a foreign consortium in relation to project involving construction and finance of 3,000 schools in Iraq.

Oil & Gas

  • Ongoing advice to the two largest IOCs operating in KRI.
  • Advised an IOC active in Federal Iraq on the assignment of its interest in a TSC with the Iraqi Ministry of Oil to members of the TSC consortium.
  • Advising an IOC on withdrawal from a DPSC.
  • Advised an international investment fund in the indirect acquisition of in interest in a PSC with the KRI Ministry of Natural Resources with a value of 150 million USD in the KRI Region of Iraq.
  • Advised an international investment fund on the feasibility of an oil prepayment instrument in KRI.
  • Advised an IOC on the acquisition of one of the largest independent oil companies active in KRI.
  • Advice on numerous transactions relating to upstream oil and gas assets and change of control, license transfers, JOAs and contractual issues, and other regulatory and corporate matters.

Finance

  • Advised IFC and Bank Audi on the combined debt and equity investment in an IPP owned by Mass Global in the Kurdistan Region of Iraq.
  • Advised IFC on the financing of the Unit IPP in Zakho in KRI.
  • Advised IFC and further lenders (including DEG) on the refinancing of the Iraqi operations of telecom operator Zain (2011 and 2018).
  • Advised IFC and Proparco on the financing of the Iraqi operations of Lafarge (Bazian and Kerbala).
  • Advised an international technology company on the proposed debt and equity investment in an Iraqi power plant.
  • Advised Deutsche Bank and Goldman Sachs on a proposed sovereign debt transaction with the KRI Regional Government.
  • Advised a Chinese contractor on an EPC+F transaction for the extension of a refinery in the KRI Region of Iraq.
  • Advised a Chinese contractor on an EPC+F transaction for the expansion of a power plant in the Basra area.
  • Advised KfW on a EUR 500 million untied facility extended to the Republic of Iraq.
  • Advised UKEF on the financing of a waste-water treatment plant in the KRI Region.
  • Advising the financing vehicle of an international supplier of telecom equipment on an ongoing basis on the vendor financing of telecom equipment supplied to an Iraqi mobile operator.
  • Advising a UK-based fund on forward sales of Iraqi oil.
  • Advised a major multinational construction company on USD1.2 billion infrastructure project in KRI.
  • Advised foreign banks on numerous bond issues relating to Iraq.
  • Advised a European bank on USD1.5 billion secured loan to a leading local corporation for the acquisition and operation of a power plant in KRI.
  • Advised an ECA on the first sovereign financing in KRI.

Litigation and Arbitration

  • Acting as adviser to Claimant on Iraqi law issues in three ICSID arbitrations.
  • Acting as legal experts appointed by the Ministry of Oil in various arbitrations.
  • Representing one of the largest Asian trading companies active in Iraq in the successful dismissal of a claim in the Karada Commercial Court and Baghdad District Court arising from the termination of a joint venture.
  • Representing major oil companies and operators in numerous litigations in KRI.
  • Representing various foreign defendants in the largest civil liability case ever initiated in Iraq against foreign defendants.
  • Handling in parallel of more than 200 labor disputes involving foreign or foreign-owned contractors.

EGYPT

Corporate and M&A

  • Advising a leading French producer of veterinarian products on their local set-up and handling all related corporate and regulatory issues
  • Advising on the establishment of the first farm project for dairy production in Egypt adopting ecosystem with investments exceeding EGP 150 million and related regulatory and licensing issues
  • Advising a leading US producer and provider of rail and road equipment and services on their local set-up and contracts to be concluded with local partners
  • Advising a leading player in the tobacco industry on the acquisition and finance of a local business in Egypt and handling the due diligence exercise on target and the drafting of all transaction documents
  • Advising a leading Private Equity Firm in connection with the acquisition of the white goods’ business of a local producer and rescheduling of debts
  • Acting as counsel in connection with the sale of Schweppes bottling business to Coca-Cola Bottling Company of Egypt
  • Advising a leading German company in the tourism sector on the acquisition of a number of hotels and management companies in Egypt and handling the due diligence exercise on target companies and the drafting of all transaction documents
  • Acting as counsel in connection with acquisition of listed glass manufacturer in Egypt by an international private equity investor
  • Advising a leading French manufacturer of telecommunications equipment and information systems in connection with an asset deal in Egypt.
  • Advising a leading German producer of white goods on the restructuring of their business model in Egypt and set-up of a joint venture in Egypt
  • Advising a leading German company on the carve-out and sale of its healthcare business under an asset deal to a French investor
  • Advising a German publishing house on the acquisition of a portfolio of online journals from an academic publisher based in Egypt
  • Advising a Luxembourg-based investment fund in connection with the setting up of a greenfield micro finance institution

Labor and Employment

  • Advising a German automotive company on all aspects of employment law in Egypt and handling of more than 80 labor cases on the client’s behalf up to the enforcement process
  • Advising an international technology company on all aspects of employment law in Egypt
  • Advising an international bank on all aspects of employment law in Egypt
  • Advising an international oil company on employment law issues in Egypt and the UAE An  international group of companies on the implementation of an employee incentive program (including stock options) in Egypt
  • Advising a Scandinavian telecom company on liability issues relating to a work accident (including litigation and out of court settlement) in Egypt
  • Advising three leading international companies in the fields of pharmaceuticals and nutrition products on their codes of ethics and Insider Guidelines in Egypt
  • Advising Goethe-Institut, the German Embassy, the Konrad Adenauer-Foundation, the Hanns Seidel-Foundation, and the GIZ on employment law issues in Egypt Advising numerous free zone entities, LLCs and joint ventures, and international companies on all aspects of labor and employment law in the UAE and Egypt
  • Construction, Infrastructure, and Real Estate
  • Advising foreign contractors, concessionaires and financing institutions on 3 of the 5 largest port projects in Egypt
  • Advising a foreign contractor in relation to a sub-contract dispute related to the expansion of Cairo airport
  • Advising an international supplier of rolling stock in connection with a proposed bid for the extension of the Cairo Metro. Our work included advice on all legal matters relating to the tender (public procurement law, administrative contracts, dispute resolution, review of tender documents, advice on guarantees, liability, including product liability)
  • Advising a leading US producer and provider of rail and road equipment and services on the laws and regulations pertaining to the national railway network, and setting up its local subsidiary
  • Advising the consultancy arm of a leading European rail-network owner and operator in relation to various projects in Iran, Egypt, Saudi Arabia, Qatar, Iraq and UAE.
  • Advising an international supplier of rolling stock in connection with a bid for a railways project in Oman
  • Representing an international supplier of railway technology in a dispute with ENR Advising a foreign consortium on a PPP project in relation to waste water
  • Advised foreign multinational on various power projects in Egypt in relation to contract structuring, taxes and general questions of Egyptian law
  • Advising a leading local developer on a EGP 8bn mixed use projects and drafting and structuring of all related contracts
  • Advising a leading private equity firm on its investment in a major real estate project

Agency & Distribution

  • Advising and contract drafting and review of various agency, distribution and cooperation agreements for a major oil services company in Egypt concerning their investments in Egypt and the GCC countries, in particular the UAE, Saudi Arabia and Jordan; setting up a number of local vehicles for this Group in GCC countries for the implementation of their regional structure
  • Advising a leading French producer of veterinarian products on the restructuring of their local distribution network, including termination of existing agency and distribution agreements
  • Advising a global German manufacturer in the field of mechanical and electronic pressure equipment on the restructuring of their agency and distribution network in some countries in the region, including Jordan, Egypt and Syria and the legal implications of termination of existing agency/distribution agreements
  • Advising on contracts, in particular agency and distributorship agreements and the setting-up of regional distribution channels for a major German pharmaceutical producer

Banking and Finance

  • Representing a Dutch social responsibility fund on a convertible loan granted to an Egyptian natural food company
  • Advising a Swiss private bank on lending into, and taking security in, Egypt
  • Advising a Luxembourg microfinance fund on investing in microfinance institutions in Egypt
  • Representing a private equity house on a convertible shareholder loan to a portfolio company (and related security agreements) in Egypt
  • Representing an investment company on a sharia compliant loan (on Islamic basis) for the financing of drilling activities

International Arbitration and Dispute Settlement

  • Counsel to a leading German-based international conglomerate in an investment arbitration against a Middle Eastern State
  • Counsel to one of the Middle East’s largest private equity companies in two related arbitrations arising in connection with the acquisition of shares in a large group of companies, involving 16 parties, and cross-claims in excess of a billion EGP. The firm also advised on pre-arbitration steps and coordinated arbitration and court proceedings and handled related settlement negotiations and agreement 
  • Counsel to one of the largest tourism developers in the Middle East in a cluster of Cairo-based and foreign arbitrations concerning a large development project on the Red Sea Coast, involving 6 parties and aggregate claimed amounts of about 175 million USD
  • Counsel to the owner of one of Cairo’s landmark hotels in a dispute arising under the management agreement with a multinational hotel management company under the UNCITRAL Arbitration Rules, in what is probably the largest current hotel management dispute in the Middle East
  • Representing a major investor in commercial arbitration proceedings against several State entities and a Middle Eastern State in disputes arising out of a sale of assets agreement with a value in excess of 300 million USD

Litigation

  • Representing one of the leading French companies before Egyptian courts in a lawsuit against the company and some of its former employees concerning termination of an agency agreement in Saudi Arabia and breach of a non-competition clause with a compensation claim in the amount of USD 100 million.
  • Representing a leading British firm in the field of credit bureau services in a dispute against the company before Egyptian courts in the amount of USD 20 million
  • Acting as co-counsel in litigation proceedings before Egyptian and US courts against a leading French producer of veterinarian products in a related dispute in an amount exceeding USD 120 million.

 

LIBYA

We advice on all aspects of Libyan business law, with a particular focus on projects in the fields of energy and infrastructure. In addition, we regularly represent clients in disputes relating to Libya and act as experts on Libyan law in international court and arbitration proceedings.  

  • Advising an IOC on all aspects of the sale of their Libyan oil assets to an international investor.
  • Advising an international supplier of medical products on the restructuring of its distribution network in Libya.
  • Advising an oilfield services provider on a contract for a Libyan oilfield.
  • Advising a supplier of identity solutions on a contract with the Libyan government for the personalization of passports and related IT systems.
  • Advising an automotive company on the restructuring of its distribution network in Libya.
  • Providing ongoing advice to an IOC on all aspects of Libyan petroleum, employment, tax and social insurance law.
  • Advising an international technology company on issues of force majeure in relation to a cement plant.
  • Advising an international sponsor on a power project with Libyan GECOL.
  • Representing an international technology company in Libyan court proceedings and related ICC arbitral proceedings defending against claims brought by a former Libyan state trading company.
  • Regularly providing expert advice on Libyan law in court and international arbitral proceedings.

 

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