Corporate &Commercial   

Middle EastMiddle EastMiddle EastMiddle East

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                ''A completely stellar firm, with real strength & depth. All the people are great - all are absolutely razor sharp with knowledge of the law."     Chambers UK, 2014

     

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   IntroductionIntroduction

Rupert Copeman-Hill Partner and head of Corporate and Partner and head of Corporate and Commercial in the Middle EastCommercial in the Middle East

  

Pragmatic advice focused on achieving client objectives in a cost-effective and low-risk way.'' 

Legal 500, 2014Legal 500, 2014

Charles Russell Speechlys LLP is an international law firm headquartered in London with offices in the UK, Europe and the Middle East. 

The merger of Charles Russell and Speechly The merger of Charles Russell and Speechly Bircham in 2014 created a Firm of over 170 Bircham in 2014 created a Firm of over 170 partners and over 500 lawyers operating partners and over 500 lawyers operating from 10 international business centres from 10 international business centres around the world. around the world. 

Over the past year, we have considerably Over the past year, we have considerably increased the size of our practice in increased the size of our practice in the Middle East in response to growing the Middle East in response to growing demand for our services. We now have demand for our services. We now have offices in Bahrain, Qatar and also two offices in Bahrain, Qatar and also two associate offices in Saudi Arabia (in Riyadh associate offices in Saudi Arabia (in Riyadh and Al Khobar). and Al Khobar). 

We provide comprehensive legal services We provide comprehensive legal services for governments, banks, financial for governments, banks, financial institutions, asset and fund managers institutions, asset and fund managers (including sovereign funds), corporations, (including sovereign funds), corporations, families and individuals. families and individuals. 

The Corporate & Commercial team at The Corporate & Commercial team at Charles Russell Speechlys prides itself on Charles Russell Speechlys prides itself on going that extra mile to get the deal done. going that extra mile to get the deal done. And our service goes beyond handling And our service goes beyond handling individual transactions. We offer a broad individual transactions. We offer a broad range of complementary advisory services range of complementary advisory services and seek to build strong professional and seek to build strong professional relationships over the long term, based on relationships over the long term, based on trust and cooperation. We provide a high trust and cooperation. We provide a high level of Partner involvement which, we level of Partner involvement which, we believe, differentiates us from other firms.believe, differentiates us from other firms.

Our approach is to provide a highly Our approach is to provide a highly professional but not overprofessional but not over--lawyered service, lawyered service, complemented by sound commercial complemented by sound commercial advice and a keen eye on costs. advice and a keen eye on costs. 

  

We provide a wide range of legal services, We provide a wide range of legal services, including:including:

l Commercial agreementsCommercial agreements

l Mergers & AcquisitionsMergers & Acquisitions

l Banking & FinanceBanking & Finance

l Private equityPrivate equity

l Investment fundsInvestment funds

l Quoted companiesQuoted companies

l Advisory servicesAdvisory services

l Corporate recovery and insolvencyCorporate recovery and insolvency

Our Partners based in the region are all Our Partners based in the region are all ranked as ranked as ““Leaders in their FieldLeaders in their Field” ” in the in the Chambers 2015 directory. In addition, Chambers 2015 directory. In addition, the the Firm is highly ranked across multiple Firm is highly ranked across multiple disciplines in Chambers Global and Legal disciplines in Chambers Global and Legal 500 EMEA directories.500 EMEA directories.

All of our lawyers are focused on delivering All of our lawyers are focused on delivering solutions and personal guidance, supported solutions and personal guidance, supported by legal insight and strong commercial by legal insight and strong commercial judgement.judgement.   

They know what we want from our lawyers, they are commercial and responsive and always have strength throughout the team." 

Chambers UK 2015, Capital Markets Chambers UK 2015, Capital Markets 

About Charles Russell Speechlys  

  

  

  

  

  

Corporate & Commercial | 02Corporate & Commercial | 02

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 Our Services Our Services

  

  

Expectation management is a major strength. They are realistic and pragmatic, and provide balanced advice." 

Corporate/M&A, Chambers UK 2014Corporate/M&A, Chambers UK 2014

The team at Charles Russell Speechlys is noted for its personable, commercial and practical approach to matters, with sources stating that ‘the firm is excellent – they have strength in depth from a well-led team." 

Chambers Global, 2013 Chambers Global, 2013 

Commercial Agreements Commercial Agreements Commercial decisions are at the heart of Commercial decisions are at the heart of business activity. The range of our work business activity. The range of our work varies from large scale managed service varies from large scale managed service and outsourcing agreements, IT contracts, and outsourcing agreements, IT contracts, supply chain logistics and procurement supply chain logistics and procurement through to sponsorship, merchandising, through to sponsorship, merchandising, property management and marketing and property management and marketing and advertising. We pride ourselves in having a advertising. We pride ourselves in having a wide variety of experience, including wide variety of experience, including financial services, aviation, sport, financial services, aviation, sport, telecommunications, real estate and telecommunications, real estate and construction.construction.

Mergers & AcquisitionsMergers & Acquisitions Our M&A team handles the full range of Our M&A team handles the full range of transactions from local/domestic and transactions from local/domestic and crosscross--border acquisitions and divestments border acquisitions and divestments to complex reorganisations and to complex reorganisations and restructurings, management buyrestructurings, management buy--outs and outs and buybuy--ins and corporate rescues (such as ins and corporate rescues (such as prepre--packs) and distressed transactions. packs) and distressed transactions. Our clients include international and Our clients include international and domestic quoted and private companies, domestic quoted and private companies, financial services organisations, financial services organisations, management teams and entrepreneurs management teams and entrepreneurs throughout the GCC.throughout the GCC.

For each transaction we build bespoke For each transaction we build bespoke partnerpartner--led teams delivering integrated led teams delivering integrated advice from specialists across a full service advice from specialists across a full service including real estate, competition, tax, including real estate, competition, tax, pensions and employment, intellectual pensions and employment, intellectual property and IT.property and IT.

Much of our work has an international angle Much of our work has an international angle and we will often project manage crossand we will often project manage cross--border transactions, calling on a network of border transactions, calling on a network of international lawyers to provide a seamless international lawyers to provide a seamless service whatever the complexities service whatever the complexities -- be it for be it for international companies looking to invest in international companies looking to invest in the Middle East, or assisting corporates the Middle East, or assisting corporates based in the GCC.based in the GCC.

But it is not just about having a strong team But it is not just about having a strong team of experts. It is also about our approach. of experts. It is also about our approach. 

We work tenaciously and We work tenaciously and creatively to find creatively to find the best solution for our clients. And we the best solution for our clients. And we ensure that matters proceed quickly and ensure that matters proceed quickly and efficiently. We focus on getting a efficiently. We focus on getting a successful outcome. successful outcome.

Banking & FinanceBanking & Finance Our team advises on the whole range of Our team advises on the whole range of domestic and crossdomestic and cross--border financing border financing transactions including acquisition and transactions including acquisition and leveraged finance, real estate finance, leveraged finance, real estate finance, structured finance and securitisations, structured finance and securitisations, Islamic finance, receivables financing and Islamic finance, receivables financing and restructurings.restructurings.

We have a strong and balanced client base, We have a strong and balanced client base, acting for both lender and borrower clients. acting for both lender and borrower clients. We advise the major clearing banks, We advise the major clearing banks, commercial and private banks, noncommercial and private banks, non--bank bank lenders, institutional investors, corporate lenders, institutional investors, corporate borrowers, hedge funds, finance boutiques borrowers, hedge funds, finance boutiques and family offices, as well as investment and family offices, as well as investment funds and structured funds.funds and structured funds.

Our team has the capability and the Our team has the capability and the resources to advise on complex resources to advise on complex transactions, while providing the handstransactions, while providing the hands--on, on, tailored support that you need. With a tailored support that you need. With a PartnerPartner--led service, our client relationships led service, our client relationships are long standing and we are are long standing and we are ’’trusted trusted advisersadvisers’ ’ to many of our clients. to many of our clients. 

Private equityPrivate equity Our experienced private equity team boasts Our experienced private equity team boasts an inan in--depth knowledge of all private equity depth knowledge of all private equity transactions including MBOs, MBIs, buytransactions including MBOs, MBIs, buy--andand--builds, secondary buybuilds, secondary buy--outs and exits outs and exits -- from small cap to some of the largest from small cap to some of the largest deals.deals.

We act for private equity houses, We act for private equity houses, management teams and investee management teams and investee companies and have the capability to act on companies and have the capability to act on all stages of the private equity life cycle all stages of the private equity life cycle from fund formation and investment to from fund formation and investment to ultimate exit.ultimate exit.

Our Services

  

  

  

  

  

  

 03 | Corporate & Commercial 03 | Corporate & Commercial   

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    Our Services Our Services

Charles Russell Speechlys LLP's multidisciplinary team advises its broad client base on capital raising, corporate transactions and advisory matters across a number of industry sectors including real estate, aviation, energy and telecoms." 

Legal 500 EMEA, 2015 Legal 500 EMEA, 2015 

We greatly appreciated their professional and commercial approach on this important transaction in relation to our US$250 million refinancing." 

Mr Mahmood H. Al Kooheji, CEO, Bahrain Mr Mahmood H. Al Kooheji, CEO, Bahrain Mumtalakat Holding Company Mumtalakat Holding Company 

A unique aspect of our offering is our A unique aspect of our offering is our strong Private Wealth practice, which gives strong Private Wealth practice, which gives us access to family offices, high and ultraus access to family offices, high and ultra--high net worth individuals and business high net worth individuals and business owners. This presents creative owners. This presents creative opportunities from a private equity opportunities from a private equity perspective such as assisting deal perspective such as assisting deal origination and our ability to refer origination and our ability to refer transactions. transactions.  We also have a full service offering in the We also have a full service offering in the supporting areas for our transactional work supporting areas for our transactional work such as banking and corporate tax where we such as banking and corporate tax where we have teams with experience of advising on have teams with experience of advising on all aspects of debt financing and tax related all aspects of debt financing and tax related matters relevant to private equity matters relevant to private equity transactions.transactions.

Investment fundsInvestment funds Investment funds are a particular area of Investment funds are a particular area of expertise for Charles Russell Speechlys. expertise for Charles Russell Speechlys. Our services cover the full life cycle of an Our services cover the full life cycle of an investment fund investment fund –– from the initial from the initial structuring to launch; secondary issues; structuring to launch; secondary issues; changes in investment strategies and changes in investment strategies and realisations and liquidations. realisations and liquidations. 

Our clients may be open or closed ended; Our clients may be open or closed ended; onshore or offshore; unauthorised or onshore or offshore; unauthorised or authorised. They are a mix of corporate authorised. They are a mix of corporate funds, limited partnerships and unit trusts funds, limited partnerships and unit trusts and many of the funds are listed. and many of the funds are listed.  They include retail and institutional funds They include retail and institutional funds and their managers, and cover a range of and their managers, and cover a range of investment strategies: investment strategies: 

l charity fundscharity funds

l debt fundsdebt funds

l hedge fundshedge funds

l infrastructure fundsinfrastructure funds

l longlong--only fundsonly funds

l private equity fundsprivate equity funds

l real estate fundsreal estate funds

  

  

Our lawyers are experienced in alternative Our lawyers are experienced in alternative investment funds as well as collective investment funds as well as collective investment undertakings (CIUs). This has investment undertakings (CIUs). This has become increasingly important as become increasingly important as the the boundaries between CIUs and boundaries between CIUs and alternative investment funds have become alternative investment funds have become increasingly blurred with the implementation increasingly blurred with the implementation of new legislation.of new legislation.

We work closely with our funds team in We work closely with our funds team in Luxembourg and with correspondent Luxembourg and with correspondent lawyers in the Channel Islands, Ireland and lawyers in the Channel Islands, Ireland and the Caribbean to ensure we provide the the Caribbean to ensure we provide the international coverage that the funds international coverage that the funds industry now requires. In addition to acting industry now requires. In addition to acting for the managers we also act for, and work for the managers we also act for, and work closely with, the other service providers in closely with, the other service providers in the funds industry the funds industry -- the depositaries, the depositaries, custodians, fiduciaries and administrators. custodians, fiduciaries and administrators. With this range of expertise we are able to With this range of expertise we are able to provide effective solutions based on a fully provide effective solutions based on a fully informed perspective.informed perspective.

Quoted companiesQuoted companies Our quoted companies team represents Our quoted companies team represents issuers, investment banks, investors and issuers, investment banks, investors and others on a broad range of equity and debt others on a broad range of equity and debt capital markets transactions.capital markets transactions.

Our lawyers handle the full range of Our lawyers handle the full range of transactions involving listed companies, transactions involving listed companies, including takeovers (whether by way of including takeovers (whether by way of public takeover offer, scheme of public takeover offer, scheme of arrangement or reverse takeover), arrangement or reverse takeover), mergers, acquisitions and disposals, as well mergers, acquisitions and disposals, as well as helping clients put in place innovative as helping clients put in place innovative financing arrangements. We have advised financing arrangements. We have advised on numerous complex crosson numerous complex cross--border border transactions involving businesses and transactions involving businesses and assets in the Americas, Africa, Russia, assets in the Americas, Africa, Russia, Eastern Europe, Australia, the Middle East, Eastern Europe, Australia, the Middle East, Far East and Asia. Far East and Asia. 

Offering specialist and commercial advice, Offering specialist and commercial advice, we operate across a spectrum of industry we operate across a spectrum of industry sectors, with particular expertise in sectors, with particular expertise in technology, investment trusts and financial technology, investment trusts and financial services generally, and energy and natural services generally, and energy and natural resources.resources.

  

  

     

  

  

  

  

Corporate & Commercial | 04Corporate & Commercial | 04

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Our ServicesOur Services   

Central Bank of Bahrain reappointed the firm as external administrator of Awal Bank, the largest administration case in the region with multibillion-dollar claims and assets."

Legal 500 EMEA, 2015Legal 500 EMEA, 2015

The team in Bahrain effectively combined international standards of analysis and responsiveness with detailed local knowledge to provide clear, robust and practical legal advice to support the restructuring of our business.'' 

Ritchie Skelding CEO, BMB Investment Ritchie Skelding CEO, BMB Investment Bank Bank 

Advisory services Advisory services Our work runs in parallel with and Our work runs in parallel with and complements our transaction services. We complements our transaction services. We are able to provide comprehensive are able to provide comprehensive specialist advice to companies and specialist advice to companies and partnerships and other entities on the daypartnerships and other entities on the day--toto--day issues affecting their business day issues affecting their business operations, including:operations, including:

l general meetings of both public and general meetings of both public and private companies, where these are private companies, where these are difficult or out of the ordinarydifficult or out of the ordinary

l directors duties and conflicts of directors duties and conflicts of interestinterest

l share ownership and shareholder share ownership and shareholder disputesdisputes

l solvent restructuringsolvent restructuring

l company law and regulationcompany law and regulation

l corporate governance and compliance corporate governance and compliance issuesissues

l annual reports and accountsannual reports and accounts

 We also advise on risk management issues,  We also advise on risk management issues, the implementation, management and tax the implementation, management and tax treatment of share incentive schemes, treatment of share incentive schemes, competition law, data protection, anticompetition law, data protection, anti--bribery and fraud, and investigations. bribery and fraud, and investigations. 

We offer a full suite of services to support We offer a full suite of services to support head office, general counsel and company head office, general counsel and company secretarial teams dealing with these secretarial teams dealing with these issues.  issues.  

Corporate recovery & insolvencyCorporate recovery & insolvency Dealing with restructuring and insolvency Dealing with restructuring and insolvency issues is often complex, challenging and issues is often complex, challenging and time critical. Access to an experienced and time critical. Access to an experienced and specialist legal team, which is responsive, specialist legal team, which is responsive, commercially minded and quick thinking can commercially minded and quick thinking can make a real difference to the outcome.  make a real difference to the outcome.  

We advise insolvency practitioners, We advise insolvency practitioners, companies, directors, lenders, investors, companies, directors, lenders, investors, secured and unsecured creditors and other secured and unsecured creditors and other stakeholders on all insolvency and stakeholders on all insolvency and restructuring related issues including restructuring related issues including corporate insolvency, workcorporate insolvency, work--outs, rescues, outs, rescues, restructurings, asset and debt recovery, restructurings, asset and debt recovery, voidable transactions, factoring and invoice voidable transactions, factoring and invoice discounting, property insolvency, fraud, discounting, property insolvency, fraud, boardroom disputes and personal boardroom disputes and personal insolvency. insolvency. 

Our corporate restructuring and insolvency Our corporate restructuring and insolvency expertise has been developed across many expertise has been developed across many industry sectors. The team has advised on industry sectors. The team has advised on the refinancing and restructuring of a the refinancing and restructuring of a number of clients in a variety of sectors number of clients in a variety of sectors including real estate, banking, healthcare, including real estate, banking, healthcare, automotive, engineering, retail and various automotive, engineering, retail and various other industries. Insolvency and other industries. Insolvency and restructuring can often lead to contentious restructuring can often lead to contentious matters between parties involved. Our matters between parties involved. Our multimulti--disciplinary team also includes disciplinary team also includes specialist litigators with extensive specialist litigators with extensive experience of such work. Much of our work experience of such work. Much of our work is international in nature and we are well is international in nature and we are well positioned to undertake restructuring positioned to undertake restructuring assignments both domestically and assignments both domestically and overseas.overseas.

  

  

  

  

 05 | Corporate & Commercial 05 | Corporate & Commercial   

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If you are interested in more information on If you are interested in more information on our Corporate & Commercial expertise, our Corporate & Commercial expertise, please speak to your usual contact or please speak to your usual contact or alternatively:alternatively:

Rupert Copeman-Hill PartnerPartner T: +973 17 133211 T: +973 17 133211 rupert.copemanrupert.copeman--hill@crsblaw.comhill@crsblaw.com

  

Contact

London 5 Fleet Place5 Fleet Place LondonLondon EC4M 7RD  UKEC4M 7RD  UK

T: +44 (0)20 7203 5000+44 (0)20 7203 5000

Cheltenham Compass HouseCompass House Lypiatt RoadLypiatt Road CheltenhamCheltenham GloucestershireGloucestershire GL50 2QJ  UKGL50 2QJ  UK

T: +44 (0)1242 221122+44 (0)1242 221122

Guildford One London SquareOne London Square Cross LanesCross Lanes GuildfordGuildford SurreySurrey GU1 1UN  UKGU1 1UN  UK

T: +44 (0)1483 252525+44 (0)1483 252525

Our offices

Doha Level 21  Burj Doha Level 21  Burj Doha  West BayWest Bay Doha Doha  QatarQatar

T: +974 403 16611 +974 403 16611

Geneva 99--11  rue du Prince11  rue du Prince 1204  Geneva1204  Geneva SwitzerlandSwitzerland

T: +41 (0)22 591 18 88+41 (0)22 591 18 88

Luxembourg 2 rue  Jean Monnet2 rue  Jean Monnet LL--2180  Luxembourg2180  Luxembourg

T: +352 26 48 68 00+352 26 48 68 00

Manama Bahrain World Trade CenterBahrain World Trade Center Floor 24  East TowerFloor 24  East Tower PO Box 31249  ManamaPO Box 31249  Manama Kingdom of BahrainKingdom of Bahrain

T: +973 17 133200 +973 17 133200

Paris 41 Avenue de Friedland 41 Avenue de Friedland 75008 Paris 75008 Paris France France T: +33(0) 1 70 99 09 00T: +33(0) 1 70 99 09 00

Zurich Basteiplatz 7Basteiplatz 7 CHCH--8001  Zurich8001  Zurich SwitzerlandSwitzerland

T: +41 (0)43 430 0200+41 (0)43 430 0200

charlesrussellspeechlys.comcharlesrussellspeechlys.com    Charles Russell Speechlys LLP is a limited liability partnership registered in England and Wales, registered number OC311850, and is authorised and regulated by the Solicitors Regulation Authority. Charles Russell Charles Russell Speechlys LLP is a limited liability partnership registered in England and Wales, registered number OC311850, and is authorised and regulated by the Solicitors Regulation Authority. Charles Russell Speechlys LLP is also licensed by the Qatar Financial Centre Authority in respect of its branch office in Doha. Any reference to a partner in relation to Charles Russell Speechlys LLP is to a member of Charles Russell Speechlys LLP is also licensed by the Qatar Financial Centre Authority in respect of its branch office in Doha. Any reference to a partner in relation to Charles Russell Speechlys LLP is to a member of Charles Russell Speechlys LLP or an employee with equivalent standing and qualifications. A list of members and of nonSpeechlys LLP or an employee with equivalent standing and qualifications. A list of members and of non--members who are described as partners, is available for inspection at the registered office, 5 Fleet Place, London. members who are described as partners, is available for inspection at the registered office, 5 Fleet Place, London. EC4M 7RD.EC4M 7RD.

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