Blog Archives

• Advising the Standard Bank of South Africa, the mandated lead arrangers, in connection with a US$500 million syndicated murabaha (Islamic) facility to Al Rajhi Bank. This was Al Rajhi Bank’s debut syndicated murabaha facility.
• Advising BNP Paribas in connection with a syndicated murabaha financing arising out of BNP Paribas’ participation in a US$100 million Islamic Development Bank syndicated facility to finance Bangladesh Petroleum Corporation imports of crude oil and petroleum.
• Providing consultation in connection with the establishment of Hail Economic City, including the offering of its shares through an initial public offering worth US$600 million.
• Aiding a Saudi Arabian pharmaceutical and health care company in connection with an exempt offer of its shares under the Capital Market Regulation.
• Leading the team advising Americana on the granting of a number of franchises.
• Leading a team negotiating a number of F&B franchise and master franchise agreements in Saudi Arabia.
• Acting as an arbitrator in highly technical disputes relating to such sectors as television broadcasting, telecommunications and securities.
• Acted for JP Morgan as local counsel in a family inheritance dispute at UK court. The value of the claim was estimated at US$ 300 million.
• Acted as an arbitrator for Sullivan & Cromwell in International Chamber of Commerce of International Court of Arbitration in the year of 2015.
• Acted as an arbitrator for highly confidential matters related to 9/11 as respondent expert witness in New York.
• Acted as an arbitrator for The United Nations Office for Project Services as respondent expert witness in Dubai.
• Recently acted as an Arbitrator for Harney’s Law Firm in connection with AHAB vs SIFCO matter appeared in Cayman Island Court as a respondent expert witness.

Litigating before the all-specialized judicial bodies in the Kingdom, including:

• The Negotiable Instruments Office at the Ministry of Commerce.
• The SAMA Banking Disputes Committee.
• CMA Committee for the Resolution of Securities Disputes.
• SAGIA Investment Disputes Settlement Committee.
• Representing clients in a wide variety of transactions including but not limited to, international commerce, banking, construction, customs, logistics, corporate governance and IT.
• Represented several banks in cases involving the retrieval of loan amounts worth several million dollars.
• Represented numerous companies in share ownership disputes.
• Acted as counsel for clients in corporate dissolution and winding down cases.
• Represented real-estate developers, contractors and sub-contractors in construction cases.
• Helped resolve many expensive disputes out-of-court.
• Represented parties against government bodies in disputes regarding public works contracts before the Board of Grievances.
• Advising clientele on various litigation strategies suitable for different courts and quasi-judicial bodies.
• Represented several insurers and re-insurers in numerous cases collectively worth tens of millions of dollars.

• Advising companies operating in the media and entertainment sector at various levels on drawing up contracts, negotiating deals, and compliance with local regulations (including Electronic Arts, UTurn Entertainment, Direct Influence Company)
• Advising local and regional tech solution providers and e-commerce platforms on developing their tech, protecting it, operating it, and/or licensing it (including Careem, Souq.com, Cura, Ajar)
• Advising various global and regional telecommunication companies on providing services in the Saudi market (including Zain, Huawei, du, Axiom Telecom)
• Advising numerous global pharmaceutical companies, medical device businesses and healthcare service businesses (including Siemens, Molnlycke Healthcare, Bayer, GSK, Becton Dickinson and Methodist International) on commercial, transactional, IP and regulatory matters in Saudi Arabia.
• Advising international defense and security companies on entering and operating in Saudi Arabia (including Airbus, ODAS, DCI)
• Advising the Small and Medium Enterprise Authority on setting-up and operating an Entrepreneurial Hub in KAEC
• Advising local and international clients on dealing with government authorities in Saudi Arabia, specifically in relation to Government Tenders and Procurement, as well as sub-contracting (including DAA International on managing T-5 at KKIA).

• Lead counsel on all firm PE, VC transactions. This included advising several governmental investment funds including Saudi Arabian Investment Company (Sanabil), Fund of Funds Company (Jada) and Saudi Venture Capital Company (SVC), and major regional investment fund managers such as Raed Ventures, STV, Sukna Ventures, OBIC, Jahez, Derayah, Aljazira Capital, GFH Capital, and VentureSouq.
• Lead counsel on all firm fund establishment and capital formation work. This includes advising fund managers on key fund documentation and negotiations, and advising key government investors in respect of anchor positions in investment funds.
• Lead counsel to investment funds in respect of the launch of venture builders, including Sanabil / Stryber, MCIT / TechStars, STC / InspireU, and others.
• Lead counsel for client’s choice award for Saudi Arabia M&A 2020 and for best M&A Law Firm transaction awards for 2017 and 2018.
• Lead counsel to Saudi Aramco and its associated subsidiaries to structure and execute a refining joint venture with Sinopec in the Kingdom, Yanbu Aramco Sinopec Refining Company.
• Counsel to Saudi Aramco and Sadara Chemicals Company with regards to structuring and issuing $2 billion of publicly traded Sukuk in Saudi Arabia.
• Lead counsel to Saudi Aramco and subsidiaries with regards to structuring a significant multi-use residential and commercial development (Ajyal) and the establishment of real-estate master development subsidiary.

• New York, District of Columbia.
• Kuwait Bar Association.

Mergers and Acquisitions

Advised Agility Logistics as its regular designated counsel and also in connection with:

• The $4.1 billion sale of its global integrated logistics business to DSV Panalpina.
• The $4.5 billion global reorganization and listing of Agility Global on the Abu Dhabi Stock Exchange.
• The acquisitions of Geologistics, Transoceanic, and Translink.
• Its respective joint ventures in Kuwait, Kazakhstan, Bahrain, the United Arab Emirates, Yugoslavia, Oman, and Saudi Arabia.
• Advised National Aviation Services in connection with its $924 million acquisition of UK-listed Menzies Aviation by means of a strategic toehold, followed by a tender offer.
• Advised Zain Group in connection with the $846 million sale of its entire block of treasury shares, representing 9.84% of Zain’s fully paid and issued share capital, to Oman Telecommunications Company (Omantel).
• Advised Tristar Transport LLC on its acquisition of Abu Dhabi-based Emirates Ship Investment Company, also known as “Eships”, from Egon Oldendorff GmbH & Co. KG, a company of The Oldendorff Group.
• Represented the shareholders of Abyat Megastore in the sale of a 35% strategic interest in Abyat Megastores to Saudi Arabian-regional conglomerate, Al Muhaidib Group.

Advised The Carlyle Group in:

• Its acquisition and subsequent disposal to Philips Lighting of a significant minority equity interest in General Lighting Company, the largest light fixtures manufacturing company in the Middle East.
• Its acquisition of Alamar Foods, the master franchisee of Domino’s Pizza and Wendy’s in the Middle East.
• The acquisition of Al Nabil Food Products.

Project Development and Finance

• Advised Mubadala in (i) negotiating and drafting the Development and Production Sharing Agreement and the Joint Venture Agreement relating to Project Dolphin, the landmark project to develop a tract of Qatar's giant North Field and produce up to 2 billion cubic feet of gas per day for export to the United Arab Emirates, (ii) negotiating the purchase from Enron Corporation of a 24.5% strategic equity interest in Project Dolphin and Dolphin Energy Limited, and the subsequent $340 million sale of such interest to Occidental Petroleum Corporation.
• Advised Abu Dhabi National Oil Company in (i) its auction sale of a 28% strategic undivided interest in the Upper Zakum Field, one of the largest offshore oilfields in the world, and (ii) the merger of Abu Dhabi Gas Industries Limited and Abu Dhabi Gas Company.
• Advised The Government of Kazakhstan in connection with the administration of the production sharing arrangements in respect of the Karachaganak Field and the Kashagan Field.
• Advised National Drilling Company in its joint cooperation arrangements with Noble Drilling Corporation.
• Advised International Petroleum Investment Company in the $450 million restructuring of Hyundai Oil Refining Company.
• Advised National Bank of Kuwait as lead arranger in the $475 million Sulaibiya Wastewater Project in Kuwait, the first BOT in the State of Kuwait (Winner of Project Finance Magazine’s Middle East Water Deal of the Year for 2002).
• Advised National Waste Management Company and Boubyan Petrochemicals Company as sponsors of the $120 million Amghara Solid Waste Treatment Project in Kuwait.

Dispute Resolution

Advised Agility Logistics in all its litigation related to its investment in Korek Telecom, including:

• The first-ever bilateral investment treaty claim against Iraq under the auspices of ICSID, the successful annulment of the initial award dismissing Agility’s claims, and the subsequent re-filing of claims before a new ICSID tribunal.
• Securing a $1.7 billion ICC arbitral award against Korek Telecom and its controlling shareholders for multiple breaches of a shareholder's agreement.

• German Bar Association.

• Advised Kuwait Capital Market Authority on the privatisation and IPO of the Kuwait Stock Exchange, including the structuring of the privatisation under the new Kuwait Companies Law, drafting of all relevant documentation, and the drafting of the special law on the privatisation of the Kuwait Stock Exchange.
• Co-authored the Kuwait Companies Law.
• Advised A’ayan Leasing & Investment Company KSCC on all aspects of its US$ 1.5 billion restructuring, including advising on court proceedings under the Financial Stability Law.
• Advised Egis - French multinational company on its acquisition of a 51% interest in one of the largest Middle Eastern project and construction management firms.
• Advised Boubyan Petrochemicals Company, sponsors of the $120 million Amghara Solid Waste Treatment Project in Kuwait.
• Advised the shareholders of Iso Octane Company, an independent refining company in the Emirate of Dubai, in its proposed $200 million sale to affiliates of The Carlyle Group and Riverstone Holdings.
• Advised the Industrial and Commercial Bank of China (ICBC) on Central Bank regulations and Kuwait Foreign Investment Bureau processes.
• Advised Kuwait Investment Authority on the implementation of the national development plan conceived through law no. 9 of 2010. The national development plan envisions the establishment of a media city as part of Kuwait's endeavours to enhance the competitiveness of Kuwait.

• Kuwait Bar Association.

• Advised the Government of Kuwait on the $85 billion development of Madinat al-Hareer (Silk City), a 450 square kilometer city on the northern coast of Kuwait Bay with residential, leisure, commercial and industrial components, including road, rail, sea, and airport infrastructure.
• Represented The Arab Contractors Company before the Ministry of Public Works in Kuwait in connection with the Jahra Road rehabilitation project, with a value exceeding KD 50 million.
• Successfully defended a Kuwait-based investment company against a claim filed by one of its shareholders demanding to set aside a sale of shares owned by the investment company to a third party.
• Represented Ford Motor Company in connection with the registration of a new Kuwaiti commercial agent, and in connection with the defense of claims in local courts brought by Arabian Motors Group, its previous agent.
• Represented Daimler AG in its dispute regarding its Agency in Kuwait against the previous agent.
• Represented Massaleh Real Estate Company (“Massaleh”) in the dispute with the Tourism Enterprises (a state-affiliated company). Tourism Enterprises filed a lawsuit against the Corniche Club Company, which is affiliated with Massaleh, and requested that it paid compensation based on the fact that the Corniche Club Company deprived it of the investment value of the Corniche Club. The claim is now being reviewed by the Court of First Instance following remand from the Court of Appeal.
• Advised on Kuwaiti commercial agent matters; both the termination and the registration arrangements were made under Kuwait's new commercial agency law, which came into force in March 2016.
• Represented Honda Motor Company in Kuwait in litigation cases with their local distributor and agent.

• Kuwait Bar Association.

• Represented Kuwait-based Bayan Holding Company before the Court of Cassation in the Kingdom of Bahrain, as well as before the Bahrain Chamber for Dispute Resolution (BCDR) in one of the cases with claim amounts exceeding USD100 million.
• Represented Bayan Holding Company and the Kuwait Finance and Investment Company (KFIC) in tax cases against the Kuwaiti Ministry of Finance from 2015 to date.
• Represented a group of creditor companies during negotiations and settlements of their total claim amounting to more than USD 220 million.
• Represented First Dubai Real Estate Development Company (KSC) in relation to the long-term loan agreements and insurance transfer agreement for the purpose of financing the SKY GARDENS residential tower project in the Dubai International Financial Center (DIFC) with Abu Dhabi Commercial Bank, with a value exceeding USD 90 million.
• Represented First Dubai Real Estate Development Company (KSC) in relation to the agreements with Emirates Bank International, worth more than USD 60 million.
• Represented KFIC Financial Brokerage Company during the stages of negotiations, settlements and legal representation towards the Kuwait Clearing Company and collecting an amount equivalent to USD 12 million in 2011.
• Represented Kuwait Finance and Investment Company (KFIC) in relation to signing several executive seizures for the benefit of the client on a group of debtors whose debts amount to more than USD 30 million.
• Represented Industrial Bank of Kuwait and the Kuwait Industrial Projects Company affiliated with the bank in recently obtaining a final court ruling to dismiss the liquidator of the Industrial and Financial Investments Company in December 2021.

• US Supreme Court Bar.
• District of Columbia Bar.
• New York State Bar.
• Kuwait Bar Association.

• Advised Beyout Investment Group Holding, a family business group managing integrated services portfolios, on the successful offering of 90,000,000 ordinary shares, representing 30% of the issued share capital and its listing on the Premier Market of the Boursa Kuwait. This private offering was oversubscribed approximately by 17 times with a total demand of more than USD 2.5Bln. This transaction marks the first private offering of shares using the book building process to determine the final offer price.
• Advised Ali Alghanim Sons Automotive Company K.S.C.C on the $3 billion private placement offering on Boursa Kuwait. The listing, which represented the region’s first-ever family business offering, was 11 times oversubscribed.
• Advised Agility Public Warehousing Company KSCP on the sale and the completion of the sale of its Global Integrated Logistics business to DSV Panalpina A/S, one of the largest private M&A deals in the region in 2021.
• Advised Boubyan Petrochemicals KSCP in the acquisition of the English Education Providers Group (EPG), which provides quality education to over 8,500 children on various educational stages.
• Advised Global Auto Group, a consortium comprised of Ali Alghanim Sons Automotive Company, Mohamed Yousuf Naghi Motors Company, Organi Group, and Al Safy Automotive Company, in their successful acquisition of 100% of Mid-East Auto Company Ltd, a Bermuda incorporated company directly and indirectly owning the Bavarian Auto Group, BMW’s Egypt dealership.
• Advised Kalaam Telecommunications, Bahrain’s leading technology solutions provider, in the purchase of 100% share capital of Zajil International Telecom Co. (KSCC), one of Kuwait’s longest-established ISP and ICT services companies.
• Advised the winning consortium in relation to the privatization of Boursa Kuwait. The Consortium included National Investment Company, First International Company, Arzan Financial Group for Financing and Investment and Athens Stock Exchange SA Holding (the qualified international operator). The Consortium has acquired a 44% equity stake in Boursa Kuwait. 50% of Boursa Kuwait’s equity was sold to the public through an IPO, and the remaining 6% continued to be owned by the Public Institution for Social Security (PIFSS).

• Beirut Bar Association.

• Advised the Capital Markets Authority (CMA) on the privatisation of the national stock exchange including setting the regulatory framework for exchanges and establishing a corporate governance structure based on global best practice.
• Acted for Kuwait Direct Investment Promotion Authority (KDIPA) on the preparation of a feasibility study for the establishment of three special economic zones (``SEZs``) in Kuwait.
• Acted for Kuwait Investment Authority (KIA), the investment arm of the State of Kuwait, on the implementation of the national development plan conceived through Law No. 9 of 2010.
• Acted for the World Bank on the preparation of the corporate restructuring and rehabilitation law and insolvency laws of Kuwait.
• Advised the government of Kuwait on the $85 billion development of Madinat al-Hareer (Silk City), a 450 square kilometer city on the northern coast of Kuwait Bay with residential, leisure, commercial and industrial components, including road, rail, sea, and airport infrastructure.
• Advised Kuwait Media City Company, in respect of its feasibility study under the KAPP Law and the Kuwait Development Plan law; including the preparation and review of the auction and bidding processes applicable to the strategic investors; preparation and review of the project company IPO process; preparation and presentation of the project company model shareholders agreement; preparation and presentation of the O&M and EPC Model Agreements.