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MAJOR PRACTICE AREAS
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Private Equity and Investment Funds Islamic Finance and Investment Banking and Financial Services Transactions and Projects in the Gulf States Governmental Contracting in the Gulf States Litigation and Dispute Resolution Bankruptcy/workouts/special situations
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Finance and Investments
Representing Gulf governmental, institutional and individual investors with respect to their investments in target companies, limited partnerships, private equity funds, hedge funds, venture capital funds, managed accounts, real estate or other assets, whether made publicly or privately, including the conduct of pre-investment "due diligence" reviews, negotiation and preparation of documentation, compliance with public reporting and registration requirements, and public or private dispositions of such investments; advising foreign clients as to the tax consequences of their transactions or portfolios and structuring such transactions and portfolios in order to minimize or eliminate taxation and limit liability (see also "Private Equity and Investment Funds", "Islamic Finance and Investment", "Real Estate", and "Tax", below). Representative finance and investment transactions: ·· We represented a Gulf investor (through an offshore special purpose corporation) acquiring 19% of the equity of a U.S. medical technology company in a private transaction, and in the subsequent sale of a portion of such equity in the company's initial public offering on the NASDAQ stock exchange and in Rule 144 sales. ·· We represented a Gulf investment bank with respect to various U.S. investments, including the private purchase of debentures from a U.S. manufacturer, the purchase of residential communities, and the creation of a limited partnership to finance equipment leases. ·· We have counseled several Gulf governmental pension agencies with respect to their participation in major corporate and real estate investments in the United States. ·· We represented a Gulf investor in numerous early-round financings of various emerging growth technology companies in an aggregate amount in excess of US$100,000,000. ·· Virtually at any given time, we are representing one or more Gulf investors in their participation in U.S. and international private equity funds, hedge funds, venture capital funds and/or other collective investment vehicles or managed accounts. (Top) Private Equity and Investment
Funds
Representing
Representative private equity and investment fund matters: ·· We represented a Kuwaiti institution in the formation of a family of investment funds with objectives ranging from global telecommunications, to U.S. public equities, real estate and fund of funds. ·· We represented a Gulf Islamic financial institution in the formation of a Shari’ah-compliant U.S. residential development fund involving joint ventures with developer partners in various U.S. jurisdictions. ·· We represented a Gulf Islamic financial institution in the formation of a Shari’ah-compliant U.S. multi-family residential fund involving joint ventures with operating partners in various U.S. jurisdictions. ·· We represented a ·· We advised a Gulf Islamic
financial institution in the formation of a Shari’ah-compliant ·· We advised a Gulf financial
institution in the formation of a Shari’ah-compliant Islamic Finance and Investment
Advising investors, fund sponsors and others with respect to investments and financings intended to comply with Islamic Shari'ah principles; assisting in the development of Islamically acceptable modes of investment and finance; engaging and working with Shari'ah advisors and advisory boards to obtain approval (fatwa) of investments and transactions; working to harmonize the requirements of Shari'ah to the commercial, tax and regulatory environment of the United States. Representative Islamic finance and investment matters (see also "Private Equity and Investment Funds", above, and "Real Estate", below) : ·· We negotiated Shari’ah-compliant terms of investment for a Gulf Islamic investor in various private equity and venture capital funds. ·· We represented a Gulf-based
Islamic financial institution in its financing of land development projects
on a murabaha basis in various ·· We represented a Gulf-based Islamic financial institution in its financing of commodities (on a wakala basis) and telecommunications equipment (on an ijara basis). ·· We advised the Real Estate
Representing investment funds, government agencies and private parties in a full range of real estate transactions, including commercial leasing, acquisitions, dispositions, joint ventures, financings and refinancings. Representative real estate matters (see also “Private Equity and Investment Funds” and “Islamic Finance and Investment”, above): ·· We represented two major Islamic financial institutions in their Shari’ah-compliant loans to a U.S.-based Islamic foundation to finance its acquisition of property for use as its North American headquarters. ·· We represented two separate Gulf governments in their acquisition of commercial condominium space in New York City for use as their missions to the United Nations, including successful prosecution of an application for exemption from real property taxes. ·· We represented an Islamic religious corporation in its Shari’ah-compliant (murabaha) acquisition and financing of property in New York City for use as its mosque and cultural center, including successful prosecution of an application for exemption from real property taxes. ·· We represented a Gulf
investment fund in its participation in an investment partnership with a ·· We represented several financial institutions in the structuring, formation and administration of numerous different investment funds intended to invest in residential development properties, multi-family apartment complexes, credit leases and other real estate opportunities. ·· We represented several Gulf
banks in the financing and refinancing of ·· We negotiated numerous leases of office space for U.S. branches of Gulf banks, investment houses, airlines, ocean carriers and industrial companies, including subleases, assignments and terminations thereof, work letters and renewals. (Top) Banking and Financial Services
Advising lenders, borrowers and other principals in connection with financing transactions, including secured and unsecured loans and credit facilities, participations in syndicated lendings, aircraft and vessel financing, project finance, acquisition financing, letters of credit, receivables financings, and export finance facilities; reviewing and preparing forms of financing and customer documentation; ensuring compliance with regulations governing the establishment and operation of U.S. offices of foreign banks and investments in U.S. financial institutions by foreign persons. Representative banking and finance matters: ·· We advised the U.S. branch of a Gulf-based bank on its participation in a US $100,000,000 aircraft financing facility led by a major Japanese bank. ·· We represented two of the largest Gulf banks in their $200,000,000 Revolving/Term Loan to a Texas-based refining and marketing company. ·· We assisted Gulf-based institutions in securing banking licenses and favorable tax status in the United States in accordance with the applicable standards under U.S. law. ·· We represented the offshore branch of a
Gulf bank in its multi-million dollar refinancings of several properties in
different ·· We advise numerous financial institutions and investors with respect to their compliance with various relevant U.S. laws and regulations, including the USA PATRIOT Act, embargoes decreed by the U.S. Office of Foreign Assets Control (OFAC), securities regulations, environmental legislation and other relevant regimes. (Top) Transactions and Projects in the Gulf States
Advising on the conduct of business abroad, including the application of U.S. business and trade laws and statutes and governing bilateral or multilateral treaties and conventions; preparing agency, distributorship, franchise, investment, consulting, management, licensing and technology transfer, shareholder and joint venture agreements in conformity with the laws of the Gulf States and the United States; assisting with registration and licensing requirements and qualifying for investment incentive programs. Representative
transactions and projects in the ·· We assisted the Saudi Basic Industries Corporation (SABIC) to establish and operate various multi-national joint ventures with such partners as Mobil, Exxon, Shell, Celanese and other companies from Germany, Taiwan and Japan, and an international marketing organization for the products of such ventures. ·· We represented the local investor in the establishment of a joint venture industrial project with a subsidiary of a major German medical products concern to manufacture hemodialyzer units in Saudi Arabia. ·· We represented a major U.S. manufacturer of television set-top cable converter boxes in the performance of its agreements to install a wireless television system in Saudi Arabia for up to 300,000 subscribers. ·· We represented a ·· We represented a major ·· We have represented both Gulf-based franchisees and master franchisees as well as U.S. and international franchisors and licensors with respect to the negotiation of franchise and license agreements and the establishment and administration of franchise networks and facilities in Middle Eastern and other countries involving food, entertainment, retail and other concepts. ·· We have represented licensees of transferred technology and other intellectual property rights in their negotiation and documentation of licensing agreements in industrial, medical, telecommunications, biometrics and other technological applications. (Top) Governmental Contracting in the Gulf States
Advising bidders on government tenders and counterparties under government contracts with respect to compliance with local rules governing submission of bids, retention of local service agents, posting of performance and bid bonds, payment of local income and employment taxes, and offset requirements. Representative
governmental contracting assignments in the ·· We assisted multinational corporations including ITT and General Electric to prepare bids on government contracts for various infrastructure projects in the Gulf. ·· We advised a ·· We advised the Offset Committee of Saudi Arabia with respect to the implementation of the first Offset Program, and the negotiation of the commitments of U.S. investors under that program. ·· We advised on the negotiation and administration of concession agreements and project development agreements for mineral exploration and production, port facilities, industrial estates and other ventures and infrastructure. (Top) Foreign and Comparative Law
Analysis and review of the laws of the Gulf States (including Islamic law as interpreted and applied in such states) in connection with pending proceedings or corporate transactions and the rendering of expert reports, testimony or legal opinions regarding the same where necessary; assisting clients in understanding such laws and explaining the same to commercial counterparties and to authorities from other states. Representative foreign and comparative law matters (see also “Litigation and Dispute Resolution” and “Services to Law Firms”, below): ·· We represented a major U.S. industrial company in connection with challenging a tax assessment imposed by the Saudi Arabian Department of Zakat and Income Tax on revenues derived from the licensing of technology to a Saudi petrochemical joint venture. ·· We served as expert witness and consultant on Saudi laws for the taxpayers in the so-called "Aramco advantage" case in U.S. Tax Court in which the IRS unsuccessfully claimed $10 billion in back taxes allegedly due from former Aramco shareholders in connection with certain intercompany transfers of Saudi crude oil. ·· We prepared an extensive survey of the federal and local laws of the United Arab Emirates for a major Japanese industrial concern seeking to enter the market and tender for government projects. ·· We assisted in settling the
·· We served as an expert witness on the laws of Saudi Arabia on behalf of parties in various forums and matters, including in U.S. federal court on behalf of the Saudi distributor of Canada Dry beverages in a suit brought against the manufacturer, in Delaware state court on behalf of Raytheon in a case brought by a Saudi party alleging breach of a joint venture agreement, in U.S. tax court on behalf of a taxpayer defending against claims for U.S. taxes due on account of a Saudi mineral venture, and in New York family court on behalf of a party seeking permission to relocate to Saudi Arabia with the children of a prior marriage. ·· We advised a ·· We conduct in-house seminars for major U.S. companies on the Saudi legal system and business culture and review the clients' standard forms of contract for compliance with Saudi laws. ·· We have supplied legal
opinions on local laws for the closing of loans from ·· We have advised numerous issuers and underwriters with respect to their planned offerings of securities to Gulf investors in compliance with local laws. (Top) Tax
Tax planning and structuring to achieve tax efficiency for in-bound investments, including acquisitions, dispositions and financing transactions; advising on compliance with relevant tax laws and regulations, including intercompany transfer pricing; responding to inquiries of tax authorities and resolving tax disputes. Representative tax assignments: ·· We structured ·· We routinely represent Gulf investors (including foreign government agencies) in their participation in private equity funds and other collective investment vehicles, including the design and establishment of tax-efficient holding structures and the negotiation and inclusion of favorable tax provisions in the investment documentation. ·· We have advised foreign
airlines and shipping companies regarding the ·· We have represented
multiple foreign companies and their ·· We have assisted Gulf high net-worth individuals with respect to structuring their affairs in a manner intended to be efficient under U.S. gift and estate tax laws and settling U.S. estates of decedents. (Top) General Corporate
Advising business organizations from start-ups to family-owned enterprises and publicly traded companies in a wide variety of industries regarding matters of choice of business entity, formation and incorporation, corporate finance, regulatory reporting and compliance, corporate governance, employment, licensing and mergers and acquisitions; forming and advising non-profit organizations; serving as “general outside counsel” to U.S. branches and subsidiaries of Gulf companies. Representative general corporate work: ·· We represented a Gulf institution in the formation of a start-up biometrics company, including the incorporation and financing of the entity, the licensing of relevant technology from multiple licensors, the employment of key personnel pursuant to employment contracts and stock incentive arrangements, the negotiation of an acquisition of another company in the field, and compliance with applicable U.S. tax and regulatory requirements. ·· We represented a Gulf investor in its capacity as a major investor and holder of Board seats in several private emerging companies. ·· We assisted in the
formation of a non-profit Islamic religious and cultural society in midtown Litigation and Dispute Resolution
Representing clients before state and federal courts, arbitral panels and administrative agencies on such matters as contract disputes, unfair trade practices, embargoes, misappropriation of proprietary information, employment relationships, and tort claims, as well as complex commercial litigation and tax issues. Based on the nature of our clientele, such matters often involve litigation under international conventions and treaties, including the Warsaw Convention (relating to international carriage by air) and the Vienna Conventions (on diplomatic and consular relations), as well as U.S. foreign sovereign immunities legislation. Representative litigation and dispute resolution matters: ·· We overturned a $220 million judgment before the Third Circuit Court of Appeals on behalf of an investment group from Kuwait and Saudi Arabia that had acquired a former Dutch affiliate of Remington Rand and whose companies had been adjudged liable for misappropriating proprietary information. ·· We represented the
offshore holding company of a Gulf investor in its federal lawsuit against a ·· We advised one of the principals in multiple aspects of the BCCI case, including points of Saudi Arabian law and Shari’ah. ·· We obtained a temporary restraining order freezing the New York accounts of two entities involved in the misappropriation of funds from a major Kuwaiti bank and then succeeded in prevailing in the case and recovering all funds involved. ·· We are representing foreign investors in their securities fraud claims against a start-up telecommunications company arising from a private placement. ·· We responded to third-party subpoenas issued to a Gulf bank in the Enron and Worldcom cases in relation to syndicated credit facilities extended to those companies in which the bank participated. ·· We succeeded in dismissing a federal case brought by a former employee of a U.S. subsidiary of a Gulf company alleging breach of employment contract and other tort claims and in having the dismissal upheld on appeal. ·· We prepared, submitted and defended claims on behalf of a U.S. party before the United Nations Compensation Commission arising from Iraq’s invasion and occupation of Kuwait. ·· We administer a nationwide account collection program for a Gulf-based transportation company. (Top) International Trade
Advising
clients regarding matters of Representative international trade matters: ·· We represented a Saudi steel company in an enforcement action before the U.S. Department of Commerce seeking to impose antidumping and countervailing duties on the company on its export of steel reinforcing bars to the United States. ·· We advised a major Saudi exporter of downstream products regarding the potential implications that the General Agreement on Tariffs and Trade (GATT, later the WTO) would hold for the export of their products to member countries upon Saudi Arabia’s accession to membership. ·· We advised a Saudi offset company regarding compliance with the U.S. Federal Acquisition Regulations (FAR) in its efforts to supply the U.S. armed forces. ·· We have advised numerous parties on compliance with economic sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC) against Iraq, Iran and other specially designated nationals and the application for licenses to transact in accordance with such sanctions. (Top) Aviation and Maritime Law
Advising transportation companies with respect to their operations, equipment, offices and personnel; assisting in compliance with governing conventions, laws and regulations; advising on tax treatment of transportation income. Representative aviation and maritime matters (see also “Litigation and Dispute Resolution” and “Tax”, above): ·· We represented a national flag carrier in its construction and acquisition financing of six state-of-the-art very large crude carriers (“VLCCs”). ·· We defend our airline and ocean carrier clients against claims brought by passengers, commercial counterparties and others, as well as prosecute collection claims on their behalf against customers and other counterparties. ·· We defended a Gulf ocean carrier against claims relating to personal injuries and property damages caused when one of its vessels broke free from her moorings in Port Newark while discharging cargo, toppled two gantry cranes in operation and collided with another vessel in the channel. (Top) Employment Law
Advising with respect to obligations under U.S. federal, state and local employment, workplace and civil rights laws; preparing and reviewing employers' policies and procedures in light of such laws; defending against employees' complaints or claims alleging wrongful termination or other employer malfeasance; negotiating and preparing employment agreements and secondment agreements; advising on reductions in force and separation of employment. Representative employment law matters (see also “Litigation and Dispute Resolution”, above): ·· We assisted a major Gulf-based bank in its recruitment and employment of a general manager, including retaining an executive recruiting firm for such purpose and retaining and supervising an investigative firm to conduct background "due diligence" of such candidate. ·· We developed an employment
policies and procedures manual for the wholly-owned ·· We have defended subsidiaries and branches of Gulf companies against complaints filed with the U.S. Equal Employment Opportunity Commission and similar state and local agencies and/or federal and state courts by employees alleging unlawful employment discrimination and other claims. ·· We represented numerous ·· We have negotiated numerous separation of employment agreements and settlement agreements on behalf of employers. (Top) Bankruptcy/workouts/special situations
Addressing the rights of creditors and equity holders in default, distress and bankruptcy/workout situations, both in and outside of court, and both domestically as well as cross-border. Representative bankruptcy and workout assignments: ·· We advised a Gulf bank on the repossession of a Boeing 747 aircraft in which it had a security interest, and in the creation of an offshore entity to hold title, perform maintenance, and make leasing arrangements. ·· We prepared documentation to establish a multimillion dollar line of debtor-in-possession financing from an offshore financier to a U.S. textile manufacturing company in a U.S. Chapter 11 bankruptcy proceeding. ·· We represented several Gulf
franchisees as creditors of various ·· We are representing a Gulf investor in its workout and disposition of a portfolio of investments in troubled emerging-growth companies. (Top) Construction
Preparing project proposals, bids and requests for proposals (RFPs); drafting and negotiating management, design, architecture, engineering and construction agreements and work letters; arranging for performance bonds and security. Representative construction matters: ·· We represented a Gulf bank with respect to its planned construction of a new "landmark" headquarters building, including the negotiation and preparation of agreements with a design planning firm, architecture firm and construction manager. ·· We negotiated turnkey construction agreements with international contracting and engineering companies to build numerous industrial facilities for a major Gulf petrochemical company. (Top) Private Client Services
Assisting high-net worth and other individuals with respect to their personal legal needs, including the formation and administration of personal investment vehicles, the purchase of U.S. real estate for personal or family use, estate planning in accordance with U.S. law as well as Islamic principles, formulating and implementing asset protection strategies and assisting with tax compliance, domestic relations, immigration and criminal matters. (Top) Services to Law Firms
Law firms
to whom the firm has rendered services or advice in connection with
transactions or disputes involving the laws of the ·· Skadden, Arps, Slate, Meagher & Flom ·· ·· Willkie Farr & Gallagher ·· Paul, Weiss, Rifkind, Wharton & Garrison ·· Paul, Hastings, Janofsky & Walker ·· Morgan, Lewis & Bockius ·· Vinson & Elkins ·· Richards, ·· Reed, Smith, Shaw &
McClay ( ·· Seyfarth, Shaw, Fairweather
& Geraldson ( ·· Holland & Knight ( ·· Kilpatrick & Cody ( ·· Phillips, Lytle, Hitchcock,
Blaine & Huber ( ·· Haynes & Boone ( ·· Caplin & Drysdale ( ·· Miller, Canfield, Paddock
and Stone ( ·· Nabarro Nathanson ( |
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