ADDLESHAW GODDARD ABOUT ADDLESHAW GODDARD IN OMAN

Transcription

1 ADDLESHAW GODDARD ABOUT ADDLESHAW GODDARD IN OMAN

2 Muscat

3 CONTENTS OUR INTERNATIONAL BUSINESS AT A GLANCE...2 SUPPORTING OUR CLIENTS IN OMAN...4 CORPORATE...6 EMPLOYMENT...8 COMMERCIAL LITIGATION...10 BANKING AND FINANCE...12 CONSTRUCTION AND PROJECTS...14 REAL ESTATE...16 OUR APPROACH TO FEES...18 VALUE ADDED SERVICES...19 KEY CONTACTS

4 OUR INTERNATIONAL BUSINESS AT A GLANCE OFFICES IN Dubai Doha Muscat Hong Kong Singapore Tokyo*... and major UK cities * in association with Strategic alliances major jurisdictions and economic centres worldwide 40+ FTSE 100 companies have instructed us in the last 12 months 147 lawyers recommended in global legal directories Arabic and English BILINGUAL capabilities in all of our GCC GCC fee earners practising in the region for a combined total of over 100 years Our clients include: 2

5 MORE THAN 100 leading public sector bodies and government agencies are clients Strong client loyalty: more than half of our largest clients have been clients for more than 10years 20+ major awards in the last two years for the quality of our service 30+ FEE EARNERS IN THE GCC FEE EARNERS GLOBALLY Tier 1 rankings in global legal directories 3

6 SUPPORTING OUR CLIENTS IN OMAN Our lawyers are permanently based in Oman and have been practising in the region for a combined total of over 100 years. They offer international expertise gained by working on complex and ground breaking multi-jurisdictional transactions combined with deep-rooted local law experience. CORPORATE Over the years we have developed strong relationships with the region s key government regulatory bodies and private individuals across our main operating divisions and chosen sectors. Our reputation for outstanding quality and certainty of service is built upon long term relationship investment and a deep understanding of client markets which creates and delivers superb value and results. REAL ESTATE COMMERCIAL LITIGATION OPERATING DIVISIONS CONSTRUCTION AND PROJECTS BANKING AND FINANCE EMPLOYMENT ENERGY AND UTILITIES DIGITAL HEALTHCARE RETAIL AND CONSUMER CHOSEN SECTORS REAL ESTATE INDUSTRIALS TRANSPORT FINANCIAL SERVICES 4

7 Addleshaw Goddard in Oman professionals. We can therefore advise on Omani law and represent clients in the Omani Courts without needing to engage separate local counsel. Our clients include: expertise with the wealth of experience held by our lawyers of advising on complex cross-border matters. 5

8 CORPORATE Our corporate practice is one of the most established in regional cross border M&A transactions as well as many noteworthy joint ventures and restructurings. Our clients range from global corporates to international and regional which is able to assist our clients in relation to all their regional corporate requirements. MERGERS AND ACQUISITIONS COMMERCIAL AND BRAND CORPORATE FINANCE COMPANY ADMINISTRATION SERVICES UNRIVALLED EXPERTISE PRIVATE EQUITY AND VENTURE CAPITAL RESTRUCTURING AND RE- ORGANISATIONS JOINT VENTURES IPOs / ECM CORPORATE GOVERNANCE 6

9 Significant deals Assisting companies with their entry into the Oman market, including acting on agency and local shareholder arrangements, and assisting with dayto-day corporate and commercial matters arising for companies doing business and dealing with the various governmental authorities in Oman; Acting for Bank Sohar on its proposed merger with Bank Dhofar, which would create a bank with a market capital of around US$1.5 billion; Acting for Oman s main sovereign wealth fund on its acquisition of a minority interest in an oil and petroleum the Middle East, Asia and Europe; Advising numerous suppliers on bids for major contracts with PDO, Government ministries and large oil companies and other entities within Oman, including contracts for hospitals, ports, airports and educational facilities; and Acting for listed and private corporate entities on company secretarial and corporate governance matters and assisting with the design and implementation of regulatory compliance schemes, including anti-bribery and corruption programmes. Acting for a sovereign development fund in the acquisition of an US$80 million foodstuffs group with business in four GCC countries; Acting for a state owned private equity fund on its Acting for an Oman sovereign wealth fund on the sale of its investment in a mobile telecommunications reseller; Acting for a private equity fund in its acquisition of a school group, telecommunications company and mining joint ventures; Acting for Oman International Bank in its merger with HSBC Oman creating the second largest bank in Oman with a combined value of around US$1 billion; Acting on the US$100m private equity raising for a workers accommodation development at Duqm Port that can house more than 18,000 workers; 7

10 EMPLOYMENT We are a forward thinking and dynamic employment clients and enjoying the relationships we forge with them. We are committed to providing value to our clients by and the challenging business environments in which our clients operate. We are a friendly, approachable team providing proactive, pragmatic and commercial advice to local and international organisations in the GCC and its free zone areas across all sectors, including energy, construction, retail, industry, and media. RECRUITMENT EMPLOYMENT TRAINING TRANSACTIONAL COMPLIANCE UNRIVALLED EXPERTISE HR POLICIES AND PROCEDURES GENERAL ADVISORY RESTRUCTURING AND ORGANISATIONAL CHANGES INDUSTRIAL RELATIONS LITIGATION 8

11 Significant experience Advising an international communications, technology and services provider on the employment obligations arising under the Labour Law transferability provisions following the transfer of a contract to another provider; Drafting the employee handbook, including management guidelines for its disciplinary procedure, for a global logistics operator at the Port of Sohar, and advising on varying terms and conditions of employment, in particular with regard to shift patterns; Drafting secondment and consultancy agreements in relation to cross border employee postings from Saudi Arabia and the UAE to Oman for an independent power and water project company; Advising a number of clients during and after the Oman Arab Spring in 2011, operating in the power, ports and oil and gas sectors on illegal strike action, assisting with negotiations and drafting a number of collective agreements as well as investigating, as part of an independent grievance committee, multiple employee grievances; dismissal following unlawful work stoppages and backdated overtime claims; Advising a major port company in Oman on the termination and exit arrangements of key executive prosecution against two of its senior employees concerning allegations of union discrimination; Advising a state owned company on termination prosecution in relation to bribery and corruption offences; and formation on its employee structure, including on the Central Bank of Oman s requirements for employing key senior managers, and drafting the employment contracts and job descriptions from top down. 9

12 COMMERCIAL LITIGATION instance. Members of our GCC team sit as arbitrators and mediators and therefore have the necessary experience to We have a particular focus on shareholder, joint venture and commercial agency disputes, issues that are prevalent in the GCC. We have the experience and expertise to assist you with legal and commercial strategy and ensure the strategy is properly carried out. As well as engaging in disputes, the team advises on identifying and managing risk INTERNATIONAL ARBITRATION and attempts to resolve disputes before legal proceedings are commenced allowing you to carry on your commercial relationship with a potential litigation opponent. We are highly experienced in litigation before the DIFC Courts, the High Court and Court of Appeal of England & Wales, and in arbitration before the LCIA, DIFC-LCIA, ICC, Premier League Managers Arbitration Tribunal and Court of Arbitration for Sport. Addleshaw Goddard remains at the forefront of innovative funding solutions and can offer businesses budgetary certainty through its AG Cost Control product. RESTRUCTURING AND INSOLVENCY LITIGATION SPORTS AND MEDIA LAW LITIGATION FUNDING UNRIVALLED EXPERTISE COMMERCIAL AND CONTRACT DISPUTES DEBT RECOVERY OPTIONS DISPUTE AVOIDANCE JOINT VENTURE DISPUTES FRAUD AND REGULATORY INVESTIGATIONS 10

13 Significant experience Advising a Korean engineering contractor in relation to an ICC arbitration concerning the construction of a new port facility in Oman; Representing a major Indian construction company on a multi million dollar claim arising out of two contracts it had procured for the construction of two airports in Oman; Advising a Turkish contractor on a major dispute arising out of a multi million pound road construction contract in Oman; Acting for Hyundai Engineering & Construction on a contentious matter involving Siemens AG in relation to Jebel Ali L2 Power Generation Project in United Arab Emirates; Acting for a North American/Turkish joint venture in a US$450m ICC Arbitration concerning the design and construction of a magnesium oxide plant in Jordan on an EPC basis; and Advising on the insurance recovery relating to a high major bank, as well as making a claim in the relevant jurisdiction for whatever proceeds are recovered. 11

14 BANKING AND FINANCE quality legal advice to clients covering the full spectrum of organisations in the GCC in both the public and private sectors as well as individuals looking to work in, and with, the countries in the region. As the last few years have been some of the most made sure that our clients have been up to date with the latest regulatory and environmental changes by leveraging on our international network and drawing on our combined 50 years of regional experience. RESTRUCTURINGS ACQUISITION FINANCE DEBT CAPITAL MARKETS LEVERAGED FINANCE DERIVATIVES ASSET FINANCE UNRIVALLED EXPERTISE ISLAMIC FINANCE TRADE FINANCE PROJECT FINANCE REAL ESTATE FINANCE BILATERAL AND SYNDICATED LOANS 12

15 Significant experience Advising Ahli Bank SAOG for the US$ 178 million Global Development and Investment LLC for the construction and development of the Palm Mall at Muscat Oman though a Diminishing Musharaka structure and associated security package. We acted for Ministry of Defence Pension Fund of the 5 star Anantara Hotel in Jabal Akhdar, Oman. advised in connection with all the project documents that were initially entered into by MODPF and as part of the transaction was non-recourse to MODPF s assets Advising the Islamic Finance Arranger and the Conventional Arranger for the syndicated secured conventional and Islamic facilities totalling US$ 257 million for the Moon Iron & Steel Company SAOC project at Sohar. Leading the US$ 235 million secured club term Petroleum Industries Company LLC to construct the 290 km Muscat Sohar Pipeline Project for the Advising the Mandated Lead Arrangers to the syndicate Bandar Jissah Integrated Tourism Complex and structuring and perfecting the security package in Oman. Advising Bank Muscat SAOG as mandated lead arranger for the US$ 815,000,000 amended and restated facility to Jindal Shadeed Iron & Steel LLC and the associated security package and intercreditor issues. Advising Electricity Holding Company SAOC and its subsidiaries under 4 stand-alone unsecured facility agreements totalling US$ 325,000,000 and acting on the derivate aspects of the transactions, which included negotiating the ISDA agreements, long-form hedges were initially entered into with the agent Bank Advising Bank Sohar SAOG as Issuer on its issue of its US$ 260,000,000 Tier 1 Perpetual Capital Securities issue and advising on the prospectus, corporate and regulatory issues. 13

16 CONSTRUCTION AND PROJECTS Our GCC construction and projects practice is one of the largest and most active in the region. We have a long and proud history of representing government bodies, developers, contractors, subcontractors, consultants, suppliers and funders, and have appeared in all the major centres for International Arbitration. We also have across sectors which include oil and gas, water, power, transport, infrastructure and industrials. CONTRACTOR CONFLICT AND PERFORMANCE MANAGEMENT DISPUTE AVOIDANCE Every one of our practitioners have advised on each of the main stages of a typical construction project, namely, Project Conception, Project Delivery and Dispute Resolution. We have acted on projects in UAE, Qatar, Oman, KSA, Kuwait, Yemen, Pakistan and Africa. DISPUTE RESOLUTION O&M CONTRACTS UNRIVALLED EXPERTISE PROJECT ADVISORY DESIGN AND CONSTRUCT CONTRACTS CONTRACT DOCUMENTATION E.G. FIDIC The team is excellent for constructionrelated litigation and arbitration Chambers Global 2016 BUILD, OWN AND TRANSFER CONTRACTS EPC / TURNKEY CONTRACTS 14

17 Significant experience Advising a Singaporean power company on a US$1 in Salalah, in the south of Oman, with capacity for 450 MW of power generation and 15m gallons per day of desalinated water; Acting for Sohar Power Company, a producer of existing facilities worth approximately US$400m and the associated Omani securities; Acting for the sponsors to build a 2,000 MW power plant for the Sur IPP project and, in particular, providing Acting for Bauer Umwelt GMBH in relation to the construction and operation of a water treatment plant at Nimr, Oman for Petroleum Development Oman and its Acting for SNF SAS on a US$180m project awarded by Petroleum Development Oman, for the engineering and Advising Special Technical Services LLC on a contract steel fabrication and erection at an oil terminal in Acting for local law advisers to the lenders in connection with the restructure of the Dhofar Generating Company and Dhofar Distribution Company; 15

18 REAL ESTATE Our GCC real estate team acts for public and private companies, pension funds, investment banks and other funds, real estate funds, hotel owners and operators, retailers, public sector bodies, developers and unit trusts on the full range of real estate-related transactions. We view real estate in the broadest sense, taking into accounts all aspects impacting the built environment in which we operate. It will always include the physical land or the building constructed on that land but it doesn t stop there. We consider the design of the building, its energy consumption and how technologically future-proof it is, how the land or building relating to public property companies. We have a number of dedicated teams specialising in legal advice driven by innovation, research and market GCC to have the experience to advise on strata law and jointly owned property schemes. STRATA LAW AND SCHEME PROJECTS CONSTRUCTION AND PROJECT DEVELOPMENT UNRIVALLED EXPERTISE LEGISLATION AND REGULATION REAL ESTATE FINANCE: CONVENTIONAL AND SHARI AH COMPLIANT MIXED-USE DEVELOPMENTS 16

19 Significant experience Our team in Oman and the wider GCC region has extensive experience in advising on real estate transactions. Advising Taameer Investments on a hotel management star resort hotel in Salalah; Acting for an Oman property company on a mixed use development in Muscat with a hotel and mall complex; Acting for Sama Dubai on its negotiation of an investment in and the development agreement for the Yitti project, a US$1.5 billion proposed development for Yitti; Acting for Oman Investment Fund on the acquisition of a hotel development in Salalah; Acting for The Wave on the sale of the Kempinski Hotel development to a company owned by various Omani government funds; Acting for Blue City developers on initial bond issue, including issuing opinion for the purposes of a US$925m bond issue on Oman law aspects of property ownership and ITC status, drafting sale and purchase agreement for villa and apartment buyers; Acting for the developers of the Ziggy Bay Six Senses Hotel; Advising Shangri-La Hotel in respect of its hotel management agreement for Barr Al Jissah resort; and in Salalah. 17

20 Addleshaw Goddard is committed to delivering outstanding value and to doing all it can to help clients succeed in their ambitions. CHAMBERS OUR APPROACH TO FEES Value is key to our proposition. We believe that we can provide you with excellent value for money. To us, value is not about the fee as such; rather, we believe it is about whether the fee matches your expectations about the cost of the project and the value of the services you need in order to accomplish it. FIXED FEES VOLUME DISCOUNTS COMPETITIVE HOURLY RATES We are committed to providing you with creative and flexible costings to suit each project and can offer you an array of models RETAINER OPTIONS ABORT / SUCCESS FEES CAPPED FEES 18

21 VALUE ADDED SERVICES used in marketing documents with no intention of implementation but Addleshaw Goddard takes them very seriously as they help form strong working relationships and ensure we understand your business. We are keen and committed to developing a long term relationship with you and would be delighted to discuss the following services from our value added services suite PARTNER LEGAL SURGERY ANNUAL BESPOKE SEMINARS AND TRAINING PROGRAMMES VASS benefits could include TRAINING AND DEVELOPMENT GUIDES LEGAL E-ALERTS 19

22 KEY CONTACTS ROGER BYRNE Banking and Finance t: e: OLIVER STEVENS Partner and Head of Corporate Oman t: e: NASSER AL-HABSI Oman Partner Oman t: e: and leads our regional banking GCC. Roger advises on banking projects and corporate law. He also advises sponsors establishing investment funds. Roger has practiced law in Oman since Roger spent a number of years at leading Australian Law Firm Clayton Utz, where he was a partner for 10 years from In 2002 Roger joined a listed investment company conducting private equity investments and corporate advisory services for clients conducting M&A, private equity and equity capital markets transactions. Legal 500 has rated Roger as a leading individual in 2015 and says Roger has developed a reputation as a go-to-lawyer for sophisticated and complex banking Oliver is a partner and head of our Oman corporate practice. He has over ten years of experience of advising clients on the legal aspects of regional and international mergers and acquisitions, joint ventures, private equity investments and general corporate governance and compliance matters. His clients include a number of international blue-chip organisations from a wide variety of sectors. Oliver has recently advised Bank Sohar SAOG on its proposed merger with Bank Dhofar SAOG in Oman and an Oman sovereign wealth fund on the sale of its investment in a mobile telecommunications reseller. Oliver has also advised Rolls-Royce plc on GCC aspects of the 985 million sale of its gas turbines and compressors energy business to Siemens and UPAC, a listed Kuwaiti projects company, in relation to its US$ 250 million investment and shareholding arrangements in the US$ 1 billion Reem Mall project in Abu Dhabi. Oliver has worked in the region since Prior to joining Addleshaw Goddard, Oliver worked Nasser is a founder of Nasser Al Habsi & Saif Al Mamari Law Firm which operates in association with LLP in Oman. He is an expert in Omani corporate and commercial law and advises clients in both Arabic and English. to graduate in commercial law from Sultan Qaboos University and he also achieved an LLM from Reading University specialising in International Commercial Law. Nasser has worked in the corporate six months. Nasser has broad experience in doing business in Oman and dealing with different authorities in Oman including the Ministry of Commerce, the Capital Market Authority and the Tender Board. 20

23 By understanding what really matters to clients, spending time in their markets and through finding new and better ways to deliver and price its services, clients report time and again that the firm s investment in them, allied with first rate technical expertise, sets Addleshaw Goddard apart. CHAMBERS AND PARTNERS DIRECTORY SAIF AL MAMARI Oman Partner Oman t: e: s.almamari@aglaw.com GORVINDER PANNU Legal Director Employment t: e: g.pannu@aglaw.com JAMIE KELLICK Legal Director Litigation t: e: j.kellick@aglaw.com Saif Al Mamari is an expert in Omani litigation law. Prior to joining as a Partner of Nasser Al Habsi and Saif Al Mamari Law Firm, Saif has worked Muscat for more than seven years. Saif holds a Bachelor of Law degree from the Beirut Arab University, Lebanon and has extensive experience advising on Oman experience acting on complex Oman law disputes and regularly appears as an advocate in the Oman courts. Saif has also completed ten years in the Royal Navy of Oman where he was awarded special honours from the Commander of the Royal Navy of Oman. senior employment lawyer in Addleshaw Goddard s Oman contentious and non contentious employment matters both in the UK and, since 2006, in the Gulf region. Gorvinder regularly advises multinational companies, blue chip companies and local companies across all sectors, in particular oil and gas, power and water, transportation, telecoms, education, training sessions and workshops to clients on various employment topics. Gorvinder has particular expertise on union legislation and industrial action. covers both the United Arab Emirates and the Sultanate of Oman markets in relation to various commercial disputes; advising government entities, local companies and foreign investors. One of only two construction law practitioners in Oman recognised by Who s Who Legal 2015, Jamie s specialities include contentious and non-contentious construction law and project disputes. In addition, given his previous off-shore legal experience, Jamie is also regularly instructed on matters around the region. Comfortable with both common law and civil law jurisdictional systems, Jamie advises in relation to contracts and issues arising under both. With regard to his construction experience, Jamie is familiar with most, if not all, international standard forms of construction contracts including FIDIC, IChemE, NEC and JCT as well as the standard forms used by the Oman government and quasi-government entities. Jamie s extensive ADR experience includes mediations, expert determinations, 21

24 ANDREW J JOHNSTON Managing Associate Banking t: e: a.j.johnston@aglaw.com NICHOLAS HENRIKSON Managing Associate Commercial Litigation t: e: n.henrikson@aglaw.com FAISAL AL HINAI Associate Oman t: e: h.alhinai@aglaw.com practice. Andrew is an experienced has vast experience across real and debt and equity capital markets transactions. Prior to joining Addleshaw Goddard, and investment banks in Sydney and London. Andrew holds degrees in law Australian National University. Nic is based in the Sultanate of Oman. He advises on arbitrations, commercial disputes and construction matters. He is an experienced litigator across the construction and infrastructure sectors. Nic has acted for principals and major contractors in disputes including extensions of time, delay claims and contract termination issues. He also advises on noncontentious matters such as procurement, risk and insurance issues. He has extensive experience defending construction professionals in respect of professional negligence claims. Prior to joining Addleshaw Goddard, Nic was a senior associate at Minter While practising in Australia, he was a senior member of the team acting in some of the largest construction adjudication claims ever submitted in his home state. Nic has represented clients in a range of alternative dispute resolution forums. lawyer in Addleshaw Goddard s experience in litigation, corporate, employment and energy matters both in Oman. Faisal often attends before and liaises on behalf of clients with the Ministry of Commerce and Industry, the Ministry of Manpower, the Primary Court and other governmental authorities. Faisal s experience includes: Assisting with ICC arbitrations; Assisting with litigation in respect of a full range of employment disputes at mediation and the Primary, Appeal and Supreme Courts; Assisting a major bank in Oman with the drafting of a bond prospectus to the bank s shareholders for the issuance of million Omani Rials; and Advising Oman Power and Water Procurement Company SAOC in relation to the design and implementation of a revised, more procurement process in Oman. 22

25 MA ATHIR AL BUSAIDI Associate Corporate t: e: Ma athir is a corporate lawyer at Addleshaw Goddard in Oman. Ma athir holds a Bachelor of Laws from Swansea University, a Master of Laws from Queen Mary, University in Oman. Ma athir regularly assists our corporate, employment and litigation teams and often attends before and liaises on behalf of clients with the Ministry of Commerce and Industry, the Ministry of Manpower, the Primary Court and other governmental authorities. 23

26 aglaw.com Aberdeen, Doha, Dubai, Edinburgh, Glasgow, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo* 2018 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged. This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. It does not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to any facts and circumstances. Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability Dubai International Financial Centre through Addleshaw Goddard (Middle East) LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong, Addleshaw Goddard (Hong Kong) LLP, a Hong Kong limited liability partnership pursuant to the Legal Practitioners Ordinance and regulated by the Law Society of Hong Kong. In Tokyo, legal services are offered through Addleshaw further information please consult our website or