Article. Joint Ventures in the GCC. Article by Alison Hubbard, Partner Corporate and Björn Gehle, Partner Dispute Resolution. Updated: August 2013
|
|
- Esther Chapman
- 5 years ago
- Views:
Transcription
1 Article Joint Ventures in the GCC Article by Alison Hubbard, Partner Corporate and Björn Gehle, Partner Dispute Resolution Updated: August 2013 Introduction In response, amongst other factors, to global financial uncertainty, joint venture activity has been on the increase in the Gulf Region over the last few years, and there is every sign that this will continue as businesses seek to minimise the inherent risks associated with entering new markets. The benefits of a successful joint venture include the sharing of risk, the pooling of complementary skills and capabilities, as well as providing access to new markets. After years of economic growth, the governments of the GCC member states (Bahrain, Kuwait, Saudi Arabia, Oman, Qatar and the United Arab Emirates or UAE ) are regrouping in the face of global economic, and regional political, uncertainty in an effort to build economies diversified from oil, with the result that the Gulf Region is an attractive proposition for businesses looking to expand, and joint venturing is a potential means of so doing. A shared common objective can lead to a match made in heaven for many businesses that choose to joint venture. However, many joint ventures face barriers that can hinder its development and success. Therefore, before committing to what can be a long term, capital intensive venture, it is crucial to get the venture started on the right terms, both legally and commercially. Common barriers to successful joint ventures Holding back can lead to trust problems Mismatch in objectives Clash of culture Management styles, approach to risk, systems, policies, procedures Dominance by a party. Common features of successful joint ventures Trust Communication Strategic compatibility Interaction between colleagues Correct structure. What is a Joint Venture? The term joint venture can mean different things to different people. However, the common features of joint venture relationships are two or more parties working together for the purposes of executing a particular business venture. In the context of joint ventures in the Gulf Region, in addition to the traditional joint venture where both parties contribute to the business venture, there are other relationships that could be classified as joint ventures, for example, an agency/distribution relationship or the local sponsorship arrangement in respect of limited liability companies required by the laws of some GCC member States. However, in the context of this article, we focus on the joint venture relationship in the traditional sense. The Structure of the Joint Venture There are a number of different structures that a joint venture can take. Typically in the Gulf Region, the structure is likely to take the form of a contractual alliance, or limited liability company into which the venturing parties will invest. Ultimately, the laws of the jurisdiction in which the joint venture is to operate will dictate the structure, but several other factors will also influence the decision. Continued on next page >
2 Factors Influencing Structure Commercial objectives Single project/range of projects? To set up a long term cooperation? Tax Will tax impact on the structure? Is repatriation of profits easier in one form of joint venture than in another? Liability How important is it to limit liability? Nationality of the joint venture Do you need a local entity? Is it desirable to retain home nationality? Management What kind of management and decision making structure is desired? Transferability of interest Do the joint venture parties envisage new members? Funding If the joint venture needs access to funding, is it easier to achieve in one form of structure than another? Unwinding How important is ease of unwinding to the parties? The Structure of the Joint Venture Contractual Alliance Also referred to as a consortium or co-operation agreement, the contractual alliance does not involve the creation of a separate legal entity. The relationship between the venturing parties is created by contract; the parties are not stakeholders in a separate legal entity. The contract between the parties will cover, amongst other things, the rights and duties of the parties as between themselves and third parties, the duration of the legal relationship, and how the relationship may be terminated. In a contractual alliance, the liability of members is unlimited. Contractual alliances tend to be appropriate for parties who are coming together for a particular project for a specific length of time, or who do not want to be bound together indefinitely or formally through a special purpose vehicle, or who wish to keep assets and liabilities separate. Contractual alliances are commonly used for bidding for projects, or for bidding and execution of projects, particularly in the construction sector. The key advantages and disadvantages of the Contractual Alliance structure can be summarised as follows: Advantages Lack of formality Relatively inexpensive to set up Tax efficiency (although this depends on the jurisdiction) Usually each joint venture member retains management control over its own resources and personnel Accounting privacy Relative ease of termination. Disadvantages Unlimited liability Potential difficulty in obtaining funding. The Structure of the Joint Venture Corporate Entity Often driven by the need to have a permanent presence in order to be able to carry on business in the Gulf Region, establishing a corporate entity is arguably the most common structure for joint ventures in the region, particularly where the parties intend for the venture to be long term. The entity in question is usually in the form of a limited liability company. A joint venture structured as a limited liability company will be regulated by its Memorandum of Association, Articles of Association and the Shareholders or Joint Venture Agreement. Being a separate legal entity with its own legal personality, the company can own and deal in assets, sue and be sued, and contract in its own right. 3017
3 Pinsent Masons Joint Ventures in the GCC The key advantages and disadvantages of the limited liability company structure can be summarised as follows: Advantages Separate legal identity Assists in creating a clear internal management and employment structure Limited liability Financing company can hold assets in its own name and can access more financing possibilities. Disadvantages Compliance requirements Less flexibility in governance less freedom for changing arrangements Greater complexity involved in termination/unwinding. Regional Considerations Cultural Challenges For those unfamiliar with the Gulf Region, it is worth taking a moment to consider how the cultural differences between the venturing parties can impact upon the progress and success of the joint venture if not properly understood and accepted. It is important to bear in mind that the parties may be negotiating in what is for them a second language. This can present problems in translating some of the more sophisticated concepts associated with joint ventures; for example, Put and Call Options, Russian Roulette, Texas Shoot Out, Deadlock, Reserved Matters. These are concepts that experienced venturing parties will be familiar with, but that is not necessarily the case for the local party. Furthermore, as we discuss below, the legal framework does not generally provide for these more complex arrangements. There is a strong relationship culture in the Gulf Region, with a great deal of emphasis placed upon trust. Therefore, negotiations should be approached with this in mind. While the level of sophistication of transactions generally is increasing in the region, as local parties gain more international experience, long and complex joint venture agreements can be a surprise to local venturing parties who see the transaction as more straightforward; the inference from a long and complex document can be that you are not prepared to take your partner at his word. From a practical perspective, foreign parties to a joint venture will usually need to accommodate a different working week; the usual working week in the Gulf Region is Sunday to Thursday, although in Saudi Arabia it is Saturday to Wednesday. Similarly, foreign joint venture parties need to factor in the shorter working day during Ramadan when observing Muslims fast during the hours of sunrise to sunset. Government and private offices close early during this time, so there is significantly less time in which to liaise with any Government Ministry during Ramadan. Regional Considerations Legal Framework A good understanding of the laws that will apply to the joint venture is key to identifying the most appropriate structure of the joint venture. The countries in the GCC are civil law jurisdictions, with codified statutes, which are still evolving to meet the demands of global trade. In the UAE, for example, several new laws are in draft form which aim to address some of the limitations of the legal framework, however, it remains to be seen when these laws with be formally adopted. In the meantime, therefore, the legal framework applicable to the joint venture is likely to be less sophisticated than foreign venturing partners are used to. As mentioned above, the laws of the countries in the GCC do not generally facilitate mechanisms often incorporated into joint venture arrangements in other more developed jurisdictions; for example, where the joint venture is structured as a limited liability company, where permitted, the Articles of Association will often be tailored to the reflect the shareholder agreement between venturing parties. This generally has the effect of binding the special purpose vehicle to the terms of the joint venture, and can give the shareholders recourse under relevant company laws, as well as in contract. However, in the Gulf Region, companies are limited as to the extent that they can amend the standard form Articles of Association, and so venturing parties must rely on the shareholder agreement to enforce their rights. In some cases, the concepts included in the shareholder agreement may be difficult to enforce as a matter of contract. It may sometimes, therefore, be appropriate for joint ventures structured as a corporate entity operating in the Gulf Region to consider an off-shore holding structure through which to invest. Continued on next page >
4 Similarly, careful consideration should be given to the governing law of the joint venture. In some cases it may be appropriate for the joint venture agreement to be governed by a foreign law even though the operations of the venture will be in the Gulf, particularly if disputes between the venturing parties are to be referred to arbitration, as discussed below. Regional Considerations Foreign Participation Rules Where the joint venture is to be structured as a corporate joint venture, it is important to factor into the equation the impact of any foreign ownership restrictions in the relevant jurisdiction; to varying degrees foreign ownership is limited in the Gulf Region, which means that irrespective of the origin of the venturing parties, a local shareholder may be required to satisfy legal requirements. Foreign Participation in the GCC Bahrain KSA Kuwait Oman Qatar UAE mainland UAE free zones 100% foreign ownership permitted for most sectors 100% foreign ownership subject to negative list 51% local ownership 51% local ownership 51% local ownership 51% local ownership 100% foreign ownership Obviously, and depending on the jurisdiction, if it is not intended that the foreign shareholder will hold a controlling interest, this issue may not be relevant. However, if the foreign shareholder is intended to hold a controlling interest, then clearly the issue must be addressed. Several mechanisms have been developed to protect the foreign shareholder s position in these circumstances; firstly, although the law may require the majority of the legal interest to reside with a local shareholder, in some cases the law permits economic interest (i.e. a shareholder s entitlement to dividends and share on liquidation) to be held in different proportions, so for example, although a foreign shareholder may only hold 49% of the shares in a company, it could be entitled to 80% of the profits. Note, however, that maximum portion of the profits that a foreign shareholder can take may vary depending on the relevant jurisdiction. Another means of protecting the foreign shareholder s interest is to set the threshold for passing resolutions at a level higher than the simple majority that is usually required, which would mean that the foreign shareholder s vote is required before a resolution can be passed. Certain resolutions, such as a change to the Articles of Association, or a resolution to wind up the company will generally always require unanimity. Another important method of ensuring that the foreign shareholder controls the day to day running of the business is to ensure that the foreign shareholder has the right to appoint the executive management team, such as the CEO, CFO and COO, and that the removal of these officers be subject to the consent of both shareholders. In these circumstances it will be essential to ensure that the authority of the officers of the company is carefully set out in the company s constitution and the POA that will invariably be granted to the executives. Similarly, it is equally important to put in place clear corporate governance procedures and policies that clearly define what the board is responsible for, what the executive managers are responsible for and establishing governance committees where appropriate. The issue of corporate governance is becoming increasingly more important in the Gulf Region, particularly following the global financial crisis. In some jurisdictions, a practice has built up whereby side agreements are entered into relating to the management of a joint venture company. This practice is usually adopted outside of the true joint venture scenario, where a local shareholder is required pursuant to the relevant laws, but is not intended to participate in the management of the company. The basic position is that any arrangement that seeks to by-pass the relevant laws would not be enforceable. However, there may be merit in having such agreements in place depending upon the context and circumstances of the arrangement. 3017
5 Pinsent Masons Joint Ventures in the GCC Regional Considerations Corporate Governance & Probity Corporate governance and probity are playing an increasingly important role on the international playing field, with the US Foreign and Corrupt Practices Act becoming a benchmark for international standards of probity, closely followed by EU legislation, such as the UK Bribery Act. Such legislation will have a significant impact upon many international businesses seeking to enter into a joint venture in the Gulf Region. In addition, the jurisdiction in which the joint venture is operating is likely to have its own legislation on the issue, albeit not necessarily in one codified statute. This issue is unavoidable with serious penalties for failure to comply with relevant legislation, so a clear understanding of the relevant laws, as well as a comprehensive approach to ongoing policing and enforcement are of the utmost importance. Regional Considerations Due Diligence The importance of doing due diligence on prospective joint venture partners can not be overstated in view of the potential reputational risk associated with a joint venture gone wrong, or possibly worse, the wrong joint venture partner. Due diligence should, therefore be a key part of the process. However, with little publicly available information, and a potential lack of understanding on the part of a venturing partner as to why due diligence must be carried out, it is not always easy to get to know your joint venture partner. Due Diligence key issues to cover The corporate affairs of the partner Shareholders who are they? Board & Executive management who are the key managers? Market research what do people who have done business with your potential partner say about them? Anti-corruption enquires what policies and procures do they have in place to prevent corrupt practices? Regional Considerations Disputes & Enforcement Most joint venture arrangements will include escalation provisions with the objective of amicable resolution of any disputes. However, the joint venture agreement will also have to provide for those circumstances when the parties can not come to terms on a dispute. The key concern for the foreign venturing party will be the enforcement of any court or arbitral award in the country in which the joint venture s assets are situated. This raises two principal issues: 1) the choice of governing law; and 2) the forum for dispute resolution. Taking first the issue of governing law, while the civil codes of the countries in the Gulf Region generally leave the parties free to choose the governing law of their arrangements, as a general comment, it is often the case that, irrespective of the parties having opted to apply a specific governing law, the local court will instead apply its own domestic law. Where the parties opt for arbitration the venturing parties can be more confident that where an agreement stipulates that it shall be governed by the law of a particular jurisdiction, the arbitrator will abide by such stipulation. This is one of the reasons why most joint venturing parties opt for arbitration as a dispute resolution method. Another benefit of choosing arbitration over litigation in the local courts is the time it takes to get a judgement or an award, as well as the cost which the parties will incur during this process. In the UAE for example, the WTO s index for Ease of Doing Business suggests that it takes an average of 537 days for a matter to move through the courts, at a cost of 26% of the claim value. In addition, the proceedings will be held in Arabic, using procedures that are very different to the procedures adopted in common law jurisdictions, and in fact many western civil law jurisdictions. While arbitration is not necessarily known as the cheaper alternative to litigation, arbitration allows the parties to exercise much more control about the way the proceedings are conducted and therefore to have more influence on the time and the cost devoted to the arbitration. Furthermore, local court judgements in the UAE may be subject to an appeal by the Court of Appeal, and a further review by the Court of Cassation (the court of final appeal). Therefore, in a worst case scenario, three stages of court proceedings may be required, which significantly adds to the time and money required to be spent by a joint venture partner to enforce its rights under the joint venture agreement. In comparison, arbitration awards can not be appealed. Most countries, especially those which base their arbitration law on the UNCITRAL Model Law on Arbitration, allow arbitration awards to be set aside only on very narrow grounds, such as due process and unequal treatment of the parties. Only a few countries allow for awards to be set aside based on an error of law in the arbitration award. Continued on next page >
6 An exception to the general rule of arbitration as the preferred the mechanism for resolving disputes would be the use of the courts of the Dubai International Financial Centre, or DIFC, as the forum for resolving disputes. Since their inception, the courts of the DIFC have presided over civil and commercial disputes involving entities registered, and disputes arising out of transactions carried out, in the DIFC. The DIFC employs English common law principles, administered by internationally recognised judges, with proceedings held in English. The courts also recognise the ability of the parties to choose their own governing law, and permit the recoverability of the winner s costs against the losing side. Until recently, the jurisdiction of the DIFC courts was limited to matters which had a link with the DIFC. A new law passed at the end of 2011 dramatically extended the jurisdictional scope of the courts to allow parties which have no connection to the DIFC to explicitly agree to submit to the jurisdiction either before or after a dispute arises. In addition, recent case law from the DIFC appeals court has clarified the position regarding foreign companies which operate in both the Centre and mainland Dubai, stipulating that its jurisdiction can be invoked even if the dispute relates to a situation occurring outside of the DIFC. As a court which applies English Common Law principles and procedure, claimants and respondents alike will of course be confronted with the usual layers of formality during the process. If the parties choose arbitration as the preferred dispute resolution method, they will need to enter into an arbitration agreement. This is usually facilitated by including an arbitration clause within the joint venture agreement. While the parties are generally free to agree to refer a dispute to arbitration after it has arisen, in practice, parties are rarely able to agree on anything once they are in dispute with each other. From that perspective it is preferable to include an arbitration clause in the joint venture agreement. The arbitration clause needs to be drafted carefully as it forms the basis of the arbitration proceedings. Issues to consider when drafting arbitration clauses The scope of the arbitration clause -- Which matters shall be referred to arbitration? --Should statutory or quasi contractual claims (e.g. misrepresentation claims) fall within the scope of the arbitration agreement? Where should the seat of the arbitration be (i.e. the supervisory jurisdiction of the arbitration proceedings)? What is the venue for the arbitration? Which arbitration rules should apply to the proceedings (e.g. institutional arbitration or ad hoc arbitration)? What is the language of the arbitration? Are there any matters of procedure that should be incorporated (e.g. the number and appointment of arbitrators)? Arbitration clauses can be overlooked or even considered boilerplate because the venturing parties are focussed with optimism on the opportunities their joint venture will present. However, venturing parties would be wise to focus on the issue of dispute resolution at the outset of discussions as it will directly impact on whether, and how, the rights and obligations of the parties are enforced against the other party if this becomes necessary. The seat and venue of the arbitration are also key factors to consider. The seat of the arbitration (i.e. the country whose arbitration laws apply to the arbitration and whose courts have supervisory jurisdiction over the arbitration) should be distinguished from the venue of the arbitration (i.e. the place where the arbitration proceedings will actually take place). While in many cases the venue and the seat will be the same, in other cases the seat and venue are separated for convenience; for example, the seat may be London, but the venue may be Dubai. Some venturing parties prefer to opt for a neutral venue, and so it may be easier to reach agreement on a seat if the seat and venue are dealt with separately. Whatever the outcome of negotiations on this point, the foreign partner should ensure that the seat of arbitration is in a country that is signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the New York Convention), which requires the courts of the contracting states to give effect to, and enforce, arbitration agreements as well as foreign arbitral awards. Each of the GCC states is a signatory to the New York Convention, but enforcement can still be time consuming and problematic, particularly as the states in question can limit enforcement of the award for public policy reasons, which is often interpreted differently and more broadly in certain jurisdictions such as, for example, Saudi Arabia. 3017
7 Pinsent Masons Joint Ventures in the GCC Potential GCC arbitration institutions Dubai International Arbitration Centre (or DIAC ) London Court of International Arbitration at the DIFC ( or LCIA-DIFC ) Abu Dhabi Commercial Conciliation & Arbitration Centre GCC Arbitration Centre in Bahrain International Centre for Dispute Resolution ( or ICDR ) local branch in Bahrain Arbitration Centre of the Qatar Chambers of Commerce & Industry. Potential international arbitration institutions International Court of Arbitration at the International Chamber of Commerce ( or ICC ) London Court of International Arbitration (or LCIA ) International Centre for Dispute Resolution in New York (or ICDR ). Joint Ventures in the GCC Conclusions The GCC has seen significant change in the last few years; the oil rich GCC states were not immune to the global financial crisis, and the effects of the Arab Spring in the wider Middle East are palpable. However, as the global economy slowly recovers and the Middle East comes to terms with the biggest political change in many years, the GCC member states are tackling significant economic issues head-on in an attempt to build sustainable and diversified economies. In addition, there is an increased appetite on the part of local businesses for engaging with international partners. Each of these factors contributes to making the GCC an attractive and realistic proposition for joint venturing. About Pinsent Masons LLP Our corporate and commercial team in the UAE includes lawyers fluent in Arabic who advise clients from all the key global financial markets including the Gulf, Asia, Europe and the US. Our local team comprises experienced, solution driven lawyers who are actively engaged with companies looking to participate in the expanding economy of the Gulf. We advise clients at every stage of their development and growth in the region; from initial establishment, to advising on commercial contracts and disputes, to growth through joint ventures and acquisitions. The local team is supported by our wider international corporate team of over 140 lawyers based in the UK and Asia Pacific, which is recognised as a leader in corporate finance, private equity and M&A. For further information contact your usual Pinsent Masons advisor or: Alison Hubbard Partner Corporate and Commercial T: M: +971 (0) E: alison.hubbard@pinsentmasons.com Björn Gehle Partner Dispute Resolution T: M: +971 (0) E: bjorn.gehle@pinsentmasons.com This note does not constitute legal advice. Specific legal advice should be taken before acting on any of the topics covered.
8 Pinsent Masons LLP is a limited liability partnership registered in England & Wales (registered number: OC333653) authorised and regulated by the Solicitors Regulation Authority and the appropriate regulatory body in the other jurisdictions in which it operates. The word partner, used in relation to the LLP, refers to a member of the LLP or an employee or consultant of the LLP or any affiliated firm of equivalent standing. A list of the members of the LLP, and of those non-members who are designated as partners, is displayed at the LLP s registered office: 30 Crown Place, London EC2A 4ES, United Kingdom. We use Pinsent Masons to refer to Pinsent Masons LLP and affiliated entities that practise under the name Pinsent Masons or a name that incorporates those words. Reference to Pinsent Masons is to Pinsent Masons LLP and/or one or more of those affiliated entities as the context requires. Pinsent Masons LLP For a full list of our locations around the globe please visit our websites: w w w.pinsentmasons.com/gulf w w w.out-law.com 3017
Legal Business. Arbitration As A Method Of Dispute Resolution
Memoranda on legal and business issues and concerns for multiple industry and business communities Arbitration As A Method Of Dispute Resolution 1 Rajah & Tann 4 Battery Road #26-01 Bank of China Building
More informationDoing Business in the UAE September Alan Wood and Nigel Wilson Pinsent Masons LLP Dubai Branch
Doing Business in the UAE September 2009 Alan Wood and Nigel Wilson Pinsent Masons LLP Dubai Branch Introduction The Legal Framework of the UAE Legal Issues faced operating in the UAE Trading from Overseas
More information4. Drafting arbitration clauses
1. Essential matters to include in an arbitration clause In an arbitration clause, the parties should always: select a seat; consider whether they wish to select the rules of an arbitral institution or
More informationPinsent Masons in the UAE
Pinsent Masons in the UAE Pinsent Masons In the UAE Introduction Our UAE office, based in the heart of Dubai s financial district, combines local knowledge with an international experience to advise clients
More informationINTERNATIONAL COMMERCIAL ARBITRATION - THE ESSENTIALS.
INTERNATIONAL COMMERCIAL ARBITRATION - THE ESSENTIALS The Issues 1. Arbitration as a mechanism for resolving disputes 2. Why Arbitrate rather than Litigate or Mediate 3. Drafting Arbitration Agreement
More informationInternational Dispute Resolution and Arbitration in the Oil & Gas Industry
An Intensive 5 Day Training Course International Dispute Resolution and Arbitration in the Oil & Gas Industry 18-22 Sep 2017, London 11-JUN-17 This course is Designed, Developed, and will be Delivered
More informationStaying out of court: Avoiding litigation in M&A
Staying out of court: Avoiding litigation in M&A 20 January 2015 Baker & McKenzie Habib Al Mulla is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world.
More informationDr Habib Al Mulla. Chairman of DIAC s Board of Trustees
Dr Habib Al Mulla Chairman of DIAC s Board of Trustees v Strong tradition of private out of court dispute resolution dating back thousands of years. The Prophet Mohammed (PBUH) arbitrated disputes and
More informationSLQS JOURNAL. Arbitration and its Development in the UAE Construction Industry - an Overview. September 2009
Arbitration and its Development in the UAE Construction Industry - an Overview E.A.Thusitha P. Edirisinghe, B Sc (Hons)QS, MCIArb, CCE, Pg Dip (Arb & Const. Law) is a quantity surveyor graduated from University
More informationMiddle East Regulatory Update
Middle East Regulatory Update Muneer Khan Partner - Dubai Ahmed Butt Partner - Riyadh Ali Hassan Senior Representative Europe & North America DIFC Authority 7 & 8 October 2015 Agenda Introduction Saudi
More informationPinsent Masons in Spain
Pinsent Masons in Spain Pinsent Masons in Spain Pinsent Masons is a sector focussed global law firm. Our strategy is to invest in geographies that connect our clients to where they want to do business.
More informationPinsent Masons in Qatar
Pinsent Masons in Qatar For over a decade, we have been serving both Qatari clients and their businesses and the wider local business community. We operate from our office in the iconic Tornado Tower in
More informationRESOLVING COMPLEX INTERNATIONAL DISPUTES USE OF THE ENGLISH JURISDICTION FOR EFFECTIVE DISPUTE RESOLUTION. Andrew Manning Cox
RESOLVING COMPLEX INTERNATIONAL DISPUTES USE OF THE ENGLISH JURISDICTION FOR EFFECTIVE DISPUTE RESOLUTION Andrew Manning Cox Tel: +44 (0) 121 393 0427 Email: andrew.manningcox@wragge-law.com CHOOSING A
More informationTHE EVOLUTION OF INTERNATIONAL ARBITRATION
2018 International Arbitration Survey THE EVOLUTION OF INTERNATIONAL ARBITRATION In partnership with: Contact: Adrian Hodis (White & Case Research Fellow in International Arbitration) a.hodis@qmul.ac.uk
More informationFRANCHISING DISPUTES IN INDIA CHOICES DICTATE THE CONSEQUENCES
CHOICES DICTATE THE CONSEQUENCES Divya Sharma, Bird & Bird LLP, London, UK This article analyses the factors franchisors should take into account when choosing an appropriate dispute resolution mechanism
More informationYour Arbitration Agreement Matters: Tips for Drafting Effective Arbitration Clauses in the U.S. Andrew Behrman February 2017
Your Arbitration Agreement Matters: Tips for Drafting Effective Arbitration Clauses in the U.S. Andrew Behrman February 2017 Tips for Drafting Effective Arbitration Clauses 1. Why Are You Choosing Arbitration?
More informationGovernment consults on new requirements for Directors' Remuneration Report
Update July 2012 Executive Remuneration Government consults on new requirements for Directors' Remuneration Report The UK Government has published draft regulations setting out what UK quoted companies
More informationThe Most Innovative Law Firm in Europe. Shale Gas Toolkit. Managing Protest Action Part 4
The Most Innovative Law Firm in Europe Shale Gas Toolkit Managing Protest Action Part 4 Part 4: Introduction The recent commitment to the exploitation of shale gas through fracking has given rise to well
More informationBEST PRACTICES IN INTERNATIONAL ARBITRATION. Summary of Contents
BEST PRACTICES IN INTERNATIONAL ARBITRATION Summary of Contents The NAFTA 2022 Committee... 2 ADR in the NAFTA Region... 2 Guide to Private Sector Dispute Resolution in the NAFTA Region... 2 I. Methods/Forms
More informationTALKINGPOINT: DISPUTE RESOLUTION IN THE MIDDLE EAST
R E P R I N T F I N A N C I E R W O R L D W I D E. C O M O N L I N E A R T I C L E TALKINGPOINT: DISPUTE RESOLUTION IN THE MIDDLE EAST 2010 Financier Worldwide Limited. Permission to use this reprint has
More informationInternational Commercial Arbitration - An Introduction. Steven Lim Managing Partner, Singapore, Nabarro LLP 12 October 2016
International Commercial Arbitration - An Introduction Steven Lim Managing Partner, Singapore, Nabarro LLP 12 October 2016 Overview Rise in international arbitration Foundations of modern international
More informationArbitration Newsletter
Arbitration Newsletter 2014 I Issue 2 An overview of significant International Arbitration developments by Al Tamimi & Company In this Issue Recent Developments Qatari Court Decisions on Enforcement of
More informationBrexit Paper 2: International Arbitration
1 Brexit Paper 2: International Arbitration Summary For decades, London has been the seat of choice for parties seeking to resolve international commercial disputes through arbitration. But the capital
More informationCASE STUDY: INTERNATIONAL ARBITRATION FRAMEWORK AND PRACTICE IN TURKEY by BENNAR AYDOĞDU 1
CASE STUDY: INTERNATIONAL ARBITRATION FRAMEWORK AND PRACTICE IN TURKEY by BENNAR AYDOĞDU 1 I. INTERNATIONAL ARBITRATION FRAMEWORK IN TURKEY The term arbitration first appeared in the Code of Civil Procedure
More informationbuying property in UAE A comprehensive guide to buying a property in UAE
buying property in UAE A comprehensive guide to buying a property in UAE Judicare Law International Limited is a company incorporated in England & Wales under Company Number 10043006 and is authorised
More informationFundraising. Investment. Transactions. Exits
United Arab Emirates Amjad Ali Khan Afridi & Angell www.practicallaw.com/6-500-6174 MARKET TRENDS AND ACTIVITY 1. Please describe briefly the private equity market in your jurisdiction, in particular:
More informationINDIA UNLEASHED. Gateway to India An end-to-end deep dive into Indian and overseas regulations essential for business and investors
INDIA UNLEASHED 2017 LEGAL AND INVESTMENT GUIDE Gateway to India An end-to-end deep dive into Indian and overseas regulations essential for business and investors A JOINT PUBLICATION BETWEEN: COUNTRY-BY-COUNTRY
More informationFailure to prevent the facilitation of tax evasion:
Failure to prevent the facilitation of tax evasion: Our solution to help you avoid committing the new offence October 2016 This note does not constitute legal advice. Specific legal advice should be taken
More informationArbitration Provisions in M&A Transaction Documents
Arbitration Provisions in M&A Transaction Documents September 22, 2015 Today s Speakers Joseph Tirado Co-Chair, International Arbitration Practice London +44 (0)20 7011 8784 jtirado@winston.com Alejandro
More informationRegional competition for the international shipping center: the development of maritime arbitration center in Asia
Regional competition for the international shipping center: the development of maritime arbitration center in Asia Meifeng Luo/ Jimmy Ng In chapter 57 of the 12 th 5-Year plan, Hong Kong is assigned an
More informationResolving Islamic Finance Disputes
23 September 2013 Practice Group(s): Islamic Finance and Investment Alternative Dispute Resolution Finance Financial Institutions and Services Litigation International Arbitration Securities and Transactional
More informationRole of the State on Protecting the System of Arbitration
1 Role of the State on Protecting the System of Arbitration Presentation by Karl-Heinz Böckstiegel at the CIArb Centenary Conference London 3 July 2015 When we consider the role states should play in protecting
More informationFailure to prevent the facilitation of tax evasion: Our solution to help you avoid committing the new offence
Failure to prevent the facilitation of tax evasion: Our solution to help you avoid committing the new offence November 2016 Tax evasion can take many forms, and distinguishing tax evasion from tax avoidance
More informationthe Home of International Arbitration
PARI N Le Méridien de Paris PARI Arbitration is now established as the preferred international dispute settlement mechanism, ranging from private commercial arbitrations to investment arbitrations involving
More informationEstablishing a joint venture in india An Overview
MLS Chase solicitors Establishing a joint venture in india An Overview Manoj Ladwa & Vaibhav Shukla MLS Chase 2007 The information in this document is provided for general information purposes only and
More informationLitigation Finance for Boutique Law Firms
Litigation Finance for Boutique Law Firms Woodsford Litigation Funding Insight Founder Member of the Association of Litigation Funders www.woodsfordlitigationfunding.com Litigation finance for boutique
More informationK&L Gates A Guide to Establishing a Business Presence in Dubai
K&L Gates A Guide to Establishing a Business Presence in Dubai This guide written by K&L Gates lawyers, includes a high level overview of the regulatory environment to establish a business presence in
More informationConstruction Contracts Issues and Practical Solutions. Shahram Safai Partner Afridi & Angell
Construction Contracts Issues and Practical Solutions Shahram Safai Partner Afridi & Angell About Afridi & Angell is one of the most established law firms in the UAE. The firm conducts a general corporate,
More informationCould London be the easiest place to settle your clients disputes?
Could London be the easiest place to settle your clients disputes? London has long been recognised as the World s leading financial centre. However, London could now also arguably be considered the global
More informationInternational Investment Arbitration in
INTERNATIONAL ARBITRATION TEAM International Investment Arbitration in the Middle Elevator East: Year Speeches in Review 0 International investment arbitration also known as investment treaty arbitration
More informationDechert and the Law Firm of Hassan Mahassni
Dechert and the Law Firm of Hassan Mahassni PROVIDING COMPREHENSIVE LEGAL SERVICES IN MENA, ASIA AND BEYOND MAHASSNI 900+ LAWYERS 40+ LANGUAGES 29 OFFICES 14 COUNTRIES 1 ASSOCIATION 2 Attorney advertising.
More informationERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT.
ERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT. Version: March 2014 EMIR Article 39 Disclosure Document 1 Introduction 1.1 Throughout this document references to we, our and us are references to Marex Financial
More informationIntroduction to Arbitration and Dispute Resolution under FIDIC. Dr. Asanga Gunawansa Attorney-at-Law
Introduction to Arbitration and Dispute Resolution under FIDIC Dr. Asanga Gunawansa Attorney-at-Law PART 1 ARBITRATION Arbitration Arbitration is a procedure in which a dispute is submitted, by agreement
More informationArbitration and Forum Shopping in the Seat
2016/SOM1/EC/WKSP1/006 Session 5 Arbitration and Forum Shopping in the Seat Submitted by: Hong Kong, China Workshop on Dispute Resolution Lima, Peru 26 February 2016 Arbitration and Forum Shopping in the
More informationTHE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC) A COMPLETE GUIDE TO WEALTH STRUCTURING OPTIONS
THE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC) A COMPLETE GUIDE TO WEALTH STRUCTURING OPTIONS Executive Summary The Dubai International Financial Centre (DIFC) has successfully positioned itself as a
More informationFinancing Litigation. Chapter from. The little green book of dispute resolution
Financing Litigation Chapter from The little green book of dispute resolution Financing Litigation When a business faces a dispute, one of the key factors which can influence the decision whether to pursue
More information1. Ad hoc and institutional arbitration in Italy
HOT TOPICS IN INTERNATIONAL ARBITRATION AND INTERNATIONAL LITIGATION NYSBA International Section Seasonal Meeting 2014 Vienna, Austria Program 15 Friday, October 17 th *** Donato Silvano Lorusso *** INTERNATIONAL
More informationGulf Cooperation Council VAT may impact international law firms
22 August 2017 Indirect Tax Alert Gulf Cooperation Council VAT may impact international law firms EY Global Tax Alert Library Access both online and pdf versions of all EY Global Tax Alerts. Copy into
More informationDISPUTE RESOLUTION SIMPLIFYING MATTERS
DISPUTE RESOLUTION SIMPLIFYING MATTERS SWEDEN FINLAND THE BALTIC SEA REGION LAW FIRM NORWAY ESTONIA LATVIA RUSSIA MAGNUSSON WHO ARE WE? DENMARK LITHUANIA POLAND BELARUS We offer seamless legal services
More informationEuropean Commission s Working Document on Implementing Measures under the Third Money Laundering Directive Response of the Law Society
European Commission s Working Document on Implementing Measures under the Third Money Laundering Directive Response of the Law Society 1 European Commission's Working Document on Implementing Measures
More informationThe Most Innovative Law Firm in Europe. Getting the end-game right SPCs and unitary patents in Europe. By Charlotte Weekes
The Most Innovative Law Firm in Europe Getting the end-game right SPCs and unitary patents in Europe By Charlotte Weekes Pinsent Masons Getting the end-game right SPCs and unitary patents in Europe This
More informationDutch Treaty Developments With Gulf Cooperation Council Countries
Volume 56, Number 4 October 26, 2009 Dutch Treaty Developments With Gulf Cooperation Council Countries by Emile Bongers Reprinted from Tax Notes Int l, October 26, 2009, p. 285 Dutch Treaty Developments
More informationInternational Trade, Logistics & Transport
International Trade, Logistics & Transport "Very hard-working and thoughtful people who come up with solutions." Chambers Global, 2015 Overview of International Trade, Logistics & Transport Overview Charles
More informationClient Alert. UAE Funds Update: Arrival of the UAE s New Investment Funds Regulation. Summary of the Key Changes
Number 1380 9 August 2012 Client Alert Latham & Watkins Corporate Department UAE Funds Update: Arrival of the UAE s New Investment Funds Regulation The Regulation marks a significant step in the development
More informationGoing Global Strategies, Risks and Rewards
Going Global Strategies, Risks and Rewards David N. Kay Drinker Biddle & Reath LLP david.kay@dbr.com 312/569-1121 Is Your Strategy Global? 2 International (home based) v. global (the world is one market)
More informationBun & Associates ATTORNEYS AT LAW INTRODUCTORY GUIDE. Commercial Arbitration in Cambodia. Arbitration
INTRODUCTORY GUIDE Commercial Arbitration in Cambodia Arbitration 2014 * This guide is part of our publication series introducing the development of commercial arbitration in Cambodia. Subsequent publications
More informationGCC update. NASDAQ Dubai Listing Rules consultation. January Contents
January 2011 GCC update. NASDAQ Dubai Listing Rules consultation On 18 January 2011 NASDAQ Dubai issued a consultation paper proposing changes to its Listing Rules that have been in effect since 2005.
More informationWorking Party on the Protection of Individuals with regard to the Processing of Personal Data
EUROPEAN COMMISSION DIRECTORATE GENERAL XV Internal Market and Financial Services Free movement of information, company law and financial information Free movement of information and data protection, including
More informationIntroduction. Michael Kortbawi Bin Shabib & Associates (BSA) LLP
Michael Kortbawi Bin Shabib & Associates (BSA) LLP 1. Introduction The Middle East and North Africa (MENA) has been a hub for trade and commerce throughout history, originally comprising an integral part
More informationChoosing the right arbitration institution guidance for businesses on costs
Page 1 Choosing the right arbitration institution guidance for businesses on costs First published on Lexis PSL Arbitration on 09/04/2018 Arbitration analysis: Pelin Baysal and Bilge Kağan Çevik of Turkish
More informationUnauthorized Amiable Compositeur?
Unauthorized Amiable Compositeur? Kiev Arbitration Days Think Big! Dr. Mark C. Hilgard Partner +49 69 7941 2271 mhilgard@mayerbrown.com 14 November 2013 Mayer Brown is a global legal services provider
More informationJoint Venture/ Joint Stock Company Checklist
Introduction Joint venture arrangements in infrastructure projects were until recently generally only relevant to regulating the relationships between private parties to a project company in a Build-Own-Transfer
More informationKorea s Ease of Doing Business
The Association of Southeast Asian Nations Korea s Ease of Doing Business Commercial Legal Affairs Division Ministry of Justice Republic of Korea Table of Contents 1. What is Doing Business? (Enforcing
More informationInternational arbitration: Corporate attitudes and practices 2006
International arbitration: Corporate attitudes and practices 2006 Introduction The growth in international trade and the flow of capital to fund investment in new markets create opportunities for corporations,
More informationPresentation. Tax risks faced by Chinese investors eyeing attractive investment opportunities in GCC. 15 March 2016
Presentation Tax risks faced by Chinese investors eyeing attractive investment opportunities in GCC 15 March 2016 1 Agenda 1. Introduction 2. Chinese investment in the GCC 3. Middle East/ GCC recent tax
More informationWhy Finland Should Adopt the UNCITRAL Model Law on International Commercial Arbitration Christopher R. Seppälä
Why Finland Should Adopt the UNCITRAL Model Law on International Commercial Arbitration Christopher R. Seppälä 25 January 2018, Discussion and Seminar on the Need for Revisions of the Finnish Arbitration
More informationInternational arbitration
International arbitration They are very pragmatic, sensible and commercial. Chambers UK 2016 International arbitration As international trade and foreign investment continues to grow, so do disputes across
More informationKevin Connor, Squire Sanders
M E R G E R S & A C Q U I S I T I O N S F E B R U A R Y 2 0 1 2 A N N U A L R E V I E W F I N A N C I E R W O R L D W I D E M E R G E R S & A C Q U I S I T I O N S A N N U A L R E V I E W S A U D I A R
More informationInternational Commercial Agreements
International Commercial Agreements A Primer on Drafting, Negotiating and Resolving Disputes SECOND EDITION William F. Fox, Jr. Professor of Law The Catholic University of America Washington, DC Kluwer
More informationSeveral members of the Subcommittee have contributed to this draft and appropriate attribution will be made in a later version.
This is a working draft of a Chapter of the Practical Manual on Transfer Pricing for Developing Countries and should not at this stage be regarded as necessarily reflecting finalised views of the UN Committee
More informationDiscuss how the UAE legal system is organized
Discuss how the UAE legal system is organized The United Arab Emirates is a Federation that has seven emirates that have united in 1971, forming a coherent and centralized base of the legal structure in
More informationArbitration Agreements DOs and DON Ts
Arbitration Agreements DOs and DON Ts CIArb Nuts & Bolts Lecture series Month Day, Year 11 September 2012 Mary Thomson Partner, FCIArb, FHKIArb, M.Energy Inst. Accredited Mediator & Adjudicator T +852
More informationLending to overseas borrowers. July 2011
Lending to overseas borrowers July 2011 1 Lending to overseas borrowers Introduction When lending to an overseas borrower a lender will need to consider a number of matters, and should take advice from
More informationEstablishing a business presence in the UK. lewissilkin.com
Establishing a business presence in the UK lewissilkin.com Contents 1. Establishing a UK branch or other place of business 1 2. Establishing a UK subsidiary 3 3. Establishing a UK limited liability partnership
More informationIntellectual property newsletter
MENA Intellectual property newsletter July 2015 Middle East & North Africa region Ramadan Kareem to all our readers. As reported in our June 2015 newsletter, government offices and many local businesses
More informationSTEP SOUTH AFRICA CONFERENCE Year of Zayed
STEP SOUTH AFRICA CONFERENCE 2018 Update from Dubai, United Arab Emirates (UAE) Year of Zayed by Carlyle K Rogers MBA LLM TEP Barrister/Principal and Managing Director CARLYLEROGERS/Stafford Corporate
More informationBANCO BILBAO VIZCAYA ARGENTARIA, S.A., ( BBVA ) EMIR Article 39(7) CLEARING MEMBER DISCLOSURE DOCUMENT
Version: February 2015 BANCO BILBAO VIZCAYA ARGENTARIA, S.A., ( BBVA ) EMIR Article 39(7) CLEARING MEMBER DISCLOSURE DOCUMENT Introduction Throughout this document references to we, our and us are references
More informationThe Most Innovative Law Firm in Europe. How to re-evaluate your patent strategies? By Asawari Churi and Adrian Murray
The Most Innovative Law Firm in Europe How to re-evaluate your patent strategies? By Asawari Churi and Adrian Murray Pinsent Masons How to re-evaluate your patent strategies? Currently Spain, Croatia and
More informationANATOMY OF INTERNATIONAL ARBITRATION. E. Y. Park Co-Head, International Arbitration & Litigation Group Kim & Chang 12 February 2018
ANATOMY OF INTERNATIONAL ARBITRATION E. Y. Park Co-Head, International Arbitration & Litigation Group Kim & Chang 12 February 2018 What is International Arbitration? Traditional Method of Dispute Resolution
More informationCLEARING MEMBER DISCLOSURE DOCUMENT 1
Version: November 2013 CLEARING MEMBER DISCLOSURE DOCUMENT 1 Introduction 2 Throughout this document references to we, our and us are references to the clearing broker. References to you and your are references
More informationNEWS. The settlement deficit in arbitration
NEWS The settlement deficit in arbitration 17 September 2018 While arbitral institutions have addressed many concerns about the arbitral process, the problem of how to reduce the settlement deficit in
More informationIMPLEMENTATION OF THE TAKEOVERS DIRECTIVE
IMPLEMENTATION OF THE TAKEOVERS DIRECTIVE Response to PCP 2005/5 by the Joint Working Party on Takeovers of the Law Society of England and Wales' Standing Committee on Company Law and the City of London
More informationHélène Mathieu. Hélène Mathieu Legal Consultants
Hélène Mathieu Hélène Mathieu Legal Consultants CONTENTS INTRODUCTION EVOLVING LEGAL ENVIRONMENT REGULATORY AUTHORITY LEGAL BUSINESS TYPES THE CASE FOR THE LLC (FOREIGN OWNERSHIP) FOREIGN OWNERSHIP AGENCY
More informationGuide to International Arbitration
Guide to International Arbitration Latham & Watkins International Arbitration Practice The firm s international arbitration lawyers represent private corporations, States and State-owned enterprises in
More informationMediation in Investor-State Dispute Settlement: still parallel Worlds?
Mediation in Investor-State Dispute Settlement: still parallel Worlds? Abstract This paper aims to give an overview of investor-state dispute settlement (ISDS), with descriptions of mediation and international
More information2 IN-HOUSE COUNSEL PRACTICAL GUIDE 3
International Commercial Arbitration, an introduction 2010 in-house counsel practical guide 1 2 IN-HOUSE COUNSEL PRACTICAL GUIDE 3 Table of Contents 1 Introduction 7 2 Key points 9 3 Arbitration v. Litigation
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationNEWS. Mixed messages: developments in recognition of foreign arbitral awards in Russia
NEWS Mixed messages: developments in recognition of foreign arbitral awards in Russia 25 January 2019 The Russian Supreme Court in Moscow Partner and head of international arbitration at Akin Gump Justin
More informationNew Terminology. References to. The main theme of NEC4 is that it represents an evolution rather than a revolution in thinking
New Terminology The main theme of NEC is that it represents an evolution rather than a revolution in thinking References to project participants as him and his actions are now stated in a neutral voice
More informationCorporate. Burges Salmon Guide to joint ventures
Corporate Burges Salmon Guide to joint ventures Introduction This Guide provides an overview of the most common legal structures used in joint venture arrangements in the UK. It assumes that the venture
More informationMURABAHA CONDITIONS. Beehive P2P Limited, Office N1204B Emirates Financial Towers, Level 12, PO Box 72479, Dubai, UAE Regulated by DFSA
Murabaha Conditions v5.0 MURABAHA CONDITIONS These murabaha conditions (Murabaha Conditions) shall govern and be incorporated into every murabaha contract (Murabaha Contract), which consists of these Murabaha
More informationBank Corporate Governance in the MENA Region
Bank Corporate Governance in the MENA Region Institute for International Finance MENA CEO Summit Dubai International Financial Centre 24 February 2008 Dr. Nasser Saidi Executive Director Hawkamah, The
More informationChallenges and Considerations
Challenges and Considerations in Evaluating International Arbitration Venues Claudia T. Salomon Partner and Co-Chair, International Arbitration Practice Group DLA Piper LLP 1 [An Excerpt] Understanding
More informationThe Response of Islamic finance to the recession. 12 May 2009 Farmida Bi, Partner
The Response of Islamic finance to the recession 12 May 2009 Farmida Bi, Partner Islamic Finance: A different model September 2008 confidence Islamic banks had not invested in toxic assets, held actual
More informationWhat legislation applies to arbitration in your country? Are there any mandatory laws?
The Legal 500 & The In-House Lawyer Comparative Legal Guide UAE: Arbitration This country-specific Q&A provides an overview of the legal framework and key issues surrounding arbitration law in United Arab
More informationLegal Risks Arising from Floating Employee Arrangements. in the Arab Middle East
Legal Risks Arising from Floating Employee Arrangements in the Arab Middle East by Donald C. Dowling, Jr. and Howard L. Stovall Multinational companies face various legal obstacles and economic costs when
More informationCorporate Governance. & Board Composition. A Comparison of GCC Boards with UK, European and US Boards
Corporate Governance & Board Composition A Comparison of GCC Boards with UK, European and US Boards Contents Recent Developments in Corporate Governance Corporate Governance and the Board of Directors
More informationValue Added Tax (VAT) in Bahrain Frequently asked questions Volume 3
Value Added Tax (VAT) in Bahrain Frequently asked questions Volume 3 VAT FAQ Answering your VAT questions Contents 04 General 08 Financial services 09 Imports and exports 10 Free trade zones 11 Transitional
More informationInstitutional vs. ad hoc arbitration: when and why?
Institutional vs. ad hoc arbitration: when and why? GASI/ACC CONFERENCE 19.10.2017 1 Institutional vs. ad hoc arbitration Article 2(a) of the UNCITRAL Model Law on International Commercial Arbitration
More informationJust a few good reasons why
Admiralty Solicitors Group LONDON ARBITRATION Just a few good reasons why 1. Familiarity within the international maritime community 2. Certainty and commerciality 3. Confidentiality 4. Enforcement of
More information