Issue 261 I July / August 2013

UPDATE
LATEST LEGAL NEWS AND DEVELOPMENTS

Removing Content
from Social Media Sites

Local v International
Lawyers

The Foreign Ownership

of Land in Jordan

THE NEW UAE

COMMERCIAL
COMPANIES LAW
Regional Footprint

Al Tamimi & Company Offices

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 Contents

Dispute Resolution
4 No need for a POA in UAE Arbitrations
6 A financial broker is an agent with commission acting under fiduciary duty
8 Recent rulings on Arbitration by the Dubai Courts

11 Local v International Lawyers

Arbitration
12 Recovering legal costs in DIAC Arbitrations

Property
14 Dubai: lease renewals and rent controls
16 The Foreign Ownership of land in Jordan

Corporate Commercial
18 The New UAE Commercial Companies Law:
A comparative view
25 Corporate Governance

Technology, Media & Telecommunications

28 Removing content from social media sites

Banking & Finance

30 Guarantees as Security in the UAE

Construction & Engineering

32 Decennial Liability in Qatar: A contractor’s
adversary

Transport
34 CIF Contracts in International Sales of Goods

Get to know
36 A moment with Stephen Forster - Head of Abu Dhabi Office

Intellectual Property
38 Major anti counterfeit action in Ajman
39 Iran becomes new member of PCT
41 Anti-Counterfeiting Action in Kuwait

42 News & Events

48 Legislative Update
INTRODUCING OUR
NEW PARTNERS ACROSS
THE MIDDLE EAST

FRANK LUCENTE IBTISSAM LASSOUED JAWAD KHALAF MAMOON KHAN MUNIR SUBOH RAFIQ JAFFER
Doha Dubai Baghdad Dubai Dubai Doha

Al Tamimi & Company is pleased to announce the promotion of 6 of our

lawyers to our Partnership. These promotions demonstrate our commitment
to developing the finest legal talent across the region in line with the strategic
direction of the firm.

Congratulations to our new Partners.

2 Law Update
 IN THIS ISSUE
Welcome to this month’s edition of Law Update.

Many of us expected work to slow down over Ramadan however, business

has continued at a steady pace. This is a positive sign and a good
indicator of how business in the region is thriving.

This month, I’m pleased to announce the promotion of 6 of our lawyers to

partnership.

Promoted to partnership were Frank Lucente (Corporate Commercial,

Qatar), Ibtissam Lassoued (Special Projects, UAE), Jawad Khalaf
(Litigation, Iraq), Mamoon Khan (Banking & Finance, UAE), Munir Suboh
(Intellectual Property, UAE) and Rafiq Jaffer (Banking & Finance, Qatar).
These promotions bring the Al Tamimi partnership number to 44 and
support our commitment to developing the finest legal talent in the region,
ultimately benefiting our clients.

The UAE Federal National Council recently approved a revised form of

Editor: UAE Commercial Companies Law. This news received a very positive
Angela Maglieri response from the legal community as it resolves some outstanding issues.
How will the law affect you? Read our detailed review of the new law on
page…
Legal Editing:
Robert-Karrar Lewsley The Dubai International Arbitration Centre (DIAC) is the busiest arbitration
Gordon Barr centre in the region. For years there has been confusion regarding how
Andrew Hudson parties recover their legal fees in a DIAC arbitration. A recent judgment
has clarified the issue and confirmed that DIAC does not have the power to
Graphic Design: order the recovery of legal costs if there is no agreement by the parties or
provision in local arbitration law. How can parties then ensure they have a
Waad Barghouthi
right to recover legal fees in a DIAC arbitration? Read how on page…

For information on Jordan is currently experience a surge in foreign investment in the country.
Law Update: Our property team considers the regulation of foreign ownership of land in
[email protected] Jordan on page…

As we enter the Eid Al Fitr holiday, which I know many of us are looking
forward to, I wish you and your families a happy and joyful break. It’s a time
when many of us travel to be with family and friends around the world. I
look forward to seeing you in August.
@Al Tamimi & Company

Husam Hourani
Managing Partner

@AlTamimiCompany

Law Update 3
Judgment
Dispute Resolution

Law Update Judgments

Each month Law Update Judgments feature we highlight recent significance issued
by local courts. Our lawyers translate, summarise and comment on these judgments
to provide readers with a quick and insightful digest of decisions which are changing
the law.

If you have any queries relating to the Law Update Judgments please contact
[email protected]

NO NEED FOR
A POA IN UAE
ARBITRATIONS
SHERIF HIKAL MARWA EL MAHDY
Litigation Litigation
[email protected] [email protected]

INTRODUCTION agreement and ordering the respondent to refund the amount

paid for the purchase price with interest and arbitration costs.
In a recent judgment issued earlier this year, the Dubai Court The claimants initiated legal action against the respondent
of Cassation found that parties to an arbitration do not need to before the Dubai Court of First Instance seeking ratification of
submit powers of attorney for their legal representatives. This is the DIAC arbitral award.
because the arbitrator is not bound by all the provisions of the
UAE Civil Procedures Law (Federal Law No.5 of 1992), but only The respondent filed a counterclaim before the Dubai Court
those found in the chapter relating to arbitration and these do not of First Instance seeking to set aside the arbitral award on the
state that a power of attorney is needed. grounds that the person who signed the arbitration deed (terms
of reference) and who attended the arbitration proceedings on
FACTS OF THE CASE behalf of the respondent was not legally authorized.

The claimants (two individuals) and the respondent (a real estate PROCEDURAL HISTORY
company) entered into a purchase agreement for 16 real estate
units. They agreed on December 2007 as the completion date The Dubai Court of First Instance ratified the arbitral award and
for the project. Due to the respondent’s delay in handing over dismissed the counterclaim. The respondent appealed to the
the units, the claimant initiated legal action before DIAC seeking Dubai Court of Appeal which upheld the lower court’s decision.
the termination of the purchase agreement and a refund of the The respondent appealed to the Dubai Court of Cassation.
amount paid.

The arbitration tribunal rendered an award terminating the

Law Update 4
4 Law Update
 Dispute Resolution

COURT OF CASSATION than in accordance with the law

• the award was issued by some of the arbitrators without
The respondent argued that the Court of Appeal erred in the their being authorized to make an award in the absence of
application of the law and breached the principle of equality of the others
arms by disregarding the respondent’s plea in respect to the lack
• the award was issued on the basis of an arbitration
of legal capacity of the person who represented the respondent
instrument that does not specify the subject matter of the
during the arbitration proceedings. The representative had not
dispute
presented any documentation proving his entitlement to attend
the arbitration proceedings on behalf of the respondent. • the award was issued by a person not having capacity to
make an arbitration agreement or an arbitrator not satisfying
The Cassation Court rejected this and upheld the appealed the requirements of the law;
judgment on the following basis: • there is a nullity in the award or a nullity in the proceedings
having an effect on the award.
1. Pursuant to Article 212 of the UAE Civil Procedures Law,
the general rule is that arbitrators are not bound by the 4. An application to set aside an arbitral award can only be
procedural rules followed by the UAE courts save for those based on irregularities in the procedures that affected the
provided in the arbitration chapter of the Civil Procedures validity of the award and not the substantive merits of the
Law (and any specific procedures agreed upon between arbitration award.
the parties for the arbitrator to follow). The arbitrator
must respect the principle of equality of arms by allowing 5. The First Instance judgment in its reasoning stated that the
each party to submit its pleas and memos and to ensure arbitrator in the award pointed out that the parties to the
procedures are followed in respect of notifying the parties arbitration were summoned and representatives of both
to arbitration of the dates of the hearing scheduled for each parties attended. The service of the process was therefore
party to furnish its evidence. successful and the parties notified of the existence of the
dispute between them. Even if one of the parties was absent
2. It is not essential that the parties to the arbitration attend the from the arbitration proceedings this does not nullify them.
arbitration proceedings themselves. However it is enough
that they authorize those who will attend on their behalf to Accordingly, the appeal was dismissed and the award ratified.
submit the parties’ pleas and memos. The representative Comment
does not need to be a lawyer nor is it necessary that the power
of attorney be an official document. The authorization may This judgment shows the Dubai Court of Cassation being
be explicit or it may be implicit. Whether the representative supportive of arbitration by removing one of the most common
is sufficiently authorised is an issue to be determined at technical arguments used to annul awards – that a party’s
the discretion of the court of substance (in this case the representative during the arbitration was not properly authorized.
arbitration tribunal). Although submitting a power of attorney may not be strictly
necessary, it is the best proof that a representative is authorised.
3. The grounds upon which a domestic arbitral award can be It therefore remains good practice in the UAE for parties to
annulled are set out in article 216 of the Civil Procedures Law submit powers of attorney for their representatives so as to
and may not be added to. they relate to irregularities either remove any possible doubt. A tribunal can also order that powers
in the arbitration agreement or the arbitration proceedings of attorney be submitted using its powers under article 7.3 of the
These grounds allow for an award to be annulled if: DIAC Rules.

• the award was issued by arbitrators appointed otherwise

Law
LawUpdate
Update55
Dispute Resolution

ZAFER OGHLI MARWA EL MAHDY

Partner Litigation
Head of Sharjah Office [email protected]
[email protected]

A FINANCIAL BROKER IS AN
AGENT WITH COMMISSION ACTING
UNDER FIDUCIARY DUTY
A Trading Agreement in stocks and bonds is an agreement defendant with the Dubai Financial Market (DFM). Transactions
between a brokerage company or agency and its customer (the were performed by the claimant on behalf of the defendant for
“investor”), pursuant to which the brokerage company acts as which the latter was receiving his profits directly.
the investor’s broker and dealer for the purpose of buying and
selling stocks and bonds. An outstanding balance accrued in the defendant’s account. The
claimant notified the defendant and several meetings were held.
Trading in securities in the UAE is subject to the provisions of The defendant did not however settle his account.
many federal laws including most prominently: (a) the Federal
Commercial Transactions Law (Law No. 18 of 1993), (b) the The claimant requested the Court to appoint a court accredited
Emirates Securities and Commodities Authority and Market Law expert in the field of financial trading to determine the amount
(Law No. 4 of 2000) and (c) the UAE Central Bank Law (Law No. owed to the claimant by the defendant, and further requested the
10 of 1980) and its amendments. court to order the defendant to pay the amount concluded by the
expert in his report.
In the following judgment, the Dubai Court of Cassation
classified the relationship between a Brokerage Agency and The defendant filed a counterclaim requesting the court to appoint
the investor as an agency created via agreement subject to the an expert in the field of financial trading to review his account
general statutory provisions governing bilateral contracts, and with the claimant and to (i) exclude all transactions executed
the provisions governing commercial agencies set out in the in contradiction to the DFM regulations; and (ii) to determine
UAE Commercial Transactions Law. the losses and damages resulted from such irregularities. The
defendant further requested that the court order the claimant to
FACTS OF THE CASE pay the amounts determined by the expert’s report.

The claimant (a licensed financial brokerage company) brought PROCEDURAL HISTORY

a claim before the Dubai Court of First Instance against
the defendant, an individual who had entered into a trading The Court appointed a banking expert specialized in the field
agreement with the claimant. of trading securities and bonds who concluded that the loss
suffered by the defendant (which amounted to AED 42 million)
The claimant had opened up an account on behalf of the was due to the market conditions at the given period of time and

6 Law Update
 Dispute Resolution

the sharp drop in the prices of the shares and securities traded receiving the transaction statements and the invoices from
by the claimant at that period. the claimant, as well as the defendant’s acknowledgment
of some of the transactions, as proof for the validity of all
The expert also concluded that due to this loss, a sum of AED 14 transactions executed by the claimant.
million was owed by the defendant to the claimant.
The expert in his report acknowledged that the claimant
After the submission of the expert’s report the claimant requested contradicted DFM regulations by failing to keep on file a copy of
the Court to adjudicate the amount concluded by the expert. The all written instructions by its customers.
defendant however requested that the Court appoint a tripartite For the above reasons the defendant contested the expert’s
committee of experts specializing in the field of trading securities conclusion and argued that the appealed judgment should be
and bonds to reevaluate the matter and investigate the case overturned since it was not based on valid reasoning.
again.
The Court of Cassation agreed with the defendant and whilst
The Court of First Instance, before adjudicating the case, explaining its decision made a number of comments clarifying
returned it to the previously appointed expert to investigate the the relationship between brokers and their investors:
defendant’s objections. The Court further ordered the expert
to examine all telephonic orders and instructions issued by the
1. A financial brokerage agreement is a bilateral contract
defendant to the claimant.
binding to its parties, and it does not require a specific form
to be valid.
After submitting the expert report, the Dubai Court of First
Instance rendered its judgment ordering the defendant to pay the 2. The financial broker is an agent acting on behalf of the
claimant, with interest, the amount determined by the expert’s investor when executing transactions in relation to the
report. purchase or sale of stocks and bonds.
3. In order for all obligations and rights resulting from these
The defendant appealed before the Dubai Court of Appeals
transactions to be valid and binding on the principle (i.e.
which upheld the appealed judgment and dismissed the case.
the investor), the broker must act in good faith within the
The claimant consequently challenged the appeal court’s
limit of his authority to bind the principal. This is based on
judgment before the Dubai Court of Cassation.
Articles 202 and 229(2) of the UAE Federal Commercial
Transactions Code. The agent is under a fiduciary duty to
THE COURT OF CASSATION
act in the best interest of the principal. If the agent acted
otherwise, such transactions will not bind the principal.
The defendant argued that the First Instance judgment was
flawed because it relied on conclusions of the expert which 4. The general rule is that the opinion of an expert is one of the
were based on presumptuous grounds. The expert based elements of proof in the action and the court may appoint
his conclusion on his examination of the defendant’s account an expert to examine and provide his opinion in technical
statements with the claimant, but without confirming that the issues. The trial court may adopt conclusions of the expert
orders had been executed on the instructions of the defendant. in his report if the court is satisfied by the reasoning in it.
The defendant’s objections to the expert’s report were:
5. In this case, the lower court erred in its reasoning because
it relied in its judgment on the conclusions of the expert’s
a. In his report, the expert referred to several transactions report which were flawed for the reasons detailed by the
found in the defendant’s account statement which were defendant.
said to have been executed following written instructions
by the defendant. However copies of these instructions The Dubai Cassation Court therefore overturned the judgment.
were not provided to the expert. The expert assumed that
these transactions were performed on the instruction of the CONCLUSION
defendant and so concluded that the defendant was liable
for the losses sustained as a result. The Court of Cassation in this case classified the relationship
between a financial brokerage agent and an investor as an
b. The expert stated in his report that a number of transactions
agency agreement that creates a fiduciary relationship between
were based on oral orders issued by the defendant over
the parties by virtue of which the agent must execute transactions
the telephone, and which were recorded on a CD that the
within the limits of the principal’s instructions and not exceed
court requested the expert to examine. The expert did not
them unless specific conditions apply. If the broker does exceed
examine the CD, but nonetheless proceeded to rely on it as
his instructions then those transactions will not be binding on the
evidence that the defendant issued such orders.
investor.
c. The expert referred to the defendant’s acknowledgment of

Law Update 7
Judgment
Dispute Resolution

RECENT RULINGS
ON ARBITRATION BY HASSAN ARAB

THE DUBAI COURTS Deputy Managing Partner

Regional Head of Litigation
[email protected]

The Dubai Court of Cassation recently issued several rulings adjudicate the dispute and that as a result the claimant’s action
dealing with various aspects of arbitration. The following for appointment of an arbitrator was premature. The claimant’s
discussion gives an overview of these rulings to keep readers grounds for appeal were held to be substantive in nature and
apprised of the latest arbitration developments in Dubai. as such could not be raised for the first time before the Court of
Cassation, resulting in the dismissal of the appeal.
The UAE is striving to become an attractive venue for regional and
international arbitration, and to establish itself as the arbitration 2. Commercial Appeal No. 188-2012
capital of the Middle East. Since the UAE ratified the New York
Convention in 2006, the UAE Courts have significantly changed In Commercial Appeal No. 188-2012 (dated 9 October 2012), the
their approach to the recognition and enforcement of foreign Dubai Court of Cassation similarly ruled that an appeal should be
arbitral awards. This provides for a positive and encouraging dismissed for failure to comply with pre-arbitration requirements
perspective which – in addition to the modern infrastructure of after the appellant had sought to enforce a domestic arbitral
the UAE and its strategic geographic location – will likely make award against the respondent under the DIAC rules. The Court
Dubai the venue of choice for arbitration in the Middle East. of First Instance had confirmed the award and dismissed the
respondent’s request to set aside the award.
PRE-CONDITIONS TO ARBITRATION
The Court of Appeal upheld the ruling of the Court of First Instance
1. Commercial Appeal No. 53-2011 confirming the award. However, when the Appeal Court decision
was challenged the Court of Cassation overturned it on the basis
In Commercial Appeal No. 53-2011 (judgment dated 7 December that the pre-conditions to arbitration had not been satisfied and
2011), the Dubai Court of Cassation held that an arbitration that the lower court had failed to review the respondent’s pleas.
agreement, as a contract, may include any clause the parties
deem appropriate provided that such clause does not violate The Court of Casssation held that the Court of Appeal should
public policy or moral norms. The parties may, for example, have reviewed the arbitration file and joined it to the case file
include a clause imposing certain pre-conditions to arbitration. to confirm that the arbitrator had commenced proceedings
The burden of proof for such pre-conditions lies with the party only after compliance with the established pre-arbitration
initiating arbitration. requirements. The case was remanded to the Court of Appeal
for reconsideration. After joining the arbitration file along with
In this domestic case, the parties had agreed that any dispute a translation of its contents, the Court of Appeal overturned the
must be referred to a consulting engineer for amicable decision of the Court of First Instance. It dismissed the claimant’s
settlement before either party could pursue arbitration. The action to enforce the arbitral award because the claimant had
claimant requested the court to appoint an arbitrator on behalf failed to comply with the pre-arbitration requirements. The
of the respondent to hear the dispute. However, the Court of respondent’s request to set aside the award was upheld. The
First Instance dismissed the action on grounds of premature claimant appealed to the Court of Cassation but the appeal was
commencement of the action as the claimant had failed to dismissed. In explaining its ruling that the arbitration the Court of
request a consulting engineer to adjudicate the dispute prior Cassation held as follows:
to arbitration. The claimant appealed and the Court of Appeal
upheld the lower Court’s decision. a. The general rule in contracts is that the contract is the law
of the contracting parties and that parties to a contract
The claimant then appealed to the Court of Cassation, arguing may include any clauses in their agreement that they deem
that the Court of Appeal erred in dismissing the action. appropriate provided they do not violate public policy or
moral norms.
The Court of Cassation held that it was clear from the record
b. Parties agreeing to arbitrate may impose pre-conditions to be
that the claimant did not request the consulting engineer to

8 Law Update
 Dispute Resolution

fulfilled before they can initiate arbitration. The burden of TIME LIMITS FOR ISSUING AWARDS
proving the fulfillment of such pre-conditions lies with the
party requesting the arbitration. 4. Civil Appeal No. 2-2012
c. Whether a pre-arbitration provision has been satisfied is a
In Civil Appeal No. 2-2012 (dated 7 October 2012) the Dubai Court
question of fact in the discretion of the trial court based on
of Cassation ruled that where the parties agree on a specific
evidence without review.
time limit for the issuance of an award, they are not precluded
d. In this case, there was no evidence that the three pre- from agreeing, expressly or implicitly, to extend such time
conditions agree by the parties had been fulfilled. limit, or from authorizing the arbitral tribunal to determine such
extension. The courts may, upon request of any of the parties
or the arbitrator, also extend such time limit by whatever period
WRONGFUL INCLUSION OF A THIRD PARTY
they deem appropriate, provided that the extension begins to run
after completion of the previous period and not separately.
3. Civil Appeal No. 65-2012
In this case, the arbitration agreement stated:
In Civil Appeal No. 65-2012 (dated 27 May 2012), the Dubai
Court of Cassation held that the issues adjudicated upon in
‘The arbitrators shall issue an award no later than 6 months after
an arbitral award are subject to res judicata upon the award’s
the first hearing. The time limit may be extended upon approval
issuance, even though the award’s enforcement is contingent
of the relevant court and is renewable for a further period(s)
upon its confirmation. An action to set aside an award may be
of similar duration without having to obtain the consent of the
filed, but the doctrine of res judicata precludes the parties from
parties to the dispute. Interruption or suspension will not count
re-litigating issues already decided, even if there is new legal or
towards the time fixed for determination of the dispute.”
factual evidence. The court has absolute discretion to explain
the terms of the arbitration agreement and the extent to which
The first hearing in the arbitration was held on 8 December
the arbitrators have complied with such terms. However, the
2007. The arbitrators then issued their decision to suspend the
courts may not address the substantive aspects of the award or
arbitration proceedings pending the final decision of the Court
the extent of its conformity with the law.
of Cassation in Civil Appeal No. 241-2007, which was dismissed
on 3 March 2008. The six month period therefore expired on 17
In this case, the respondent sought confirmation of the award
August 2008. The arbitrators made an application to the Court
before the Dubai Court of First Instance. Under the award, the
on 10 June 2008 to approve an extension of the time within which
respondent was awarded payment by the claimant and another
to issue the award until 20 September 2008, and the application
party of AED 1 million plus 9% interest and arbitration costs. The
was approved on 16 June 2008.
respondent instituted the action in order to confirm the award so
that it could be enforced. The claimant countered that the action
The appellant argued that the Arbitration Agreement had lapsed
should be dismissed on the basis that the arbitral award was void
with the expiration of the period within which the award should
because it included a party who was not a party to the arbitration
have been issued under Article 210 of the Civil Procedure Law
agreement.
and Clause 2 of the Arbitration Agreement. However the Court
of Appeal held that the award was timely because the extension
The Court of First Instance confirmed the award, and the claimant
began to run after the completion of the previous period.
appealed. The Court of Appeal subsequently joined the other
party to the appeal. The lower court’s decision was affirmed
Additional Observations on interest claim
and the claimant then appealed to the Court of Cassation on
the basis that the Court of Appeal had incorrectly applied the
The Court of Cassation further ruled that while arbitrations
law, and contradicted articles 216 and 217 of the Civil Procedure
are limited to the issues which are submitted to arbitration, the
Law (which relate to the grounds on which an award can be set
parties may raise issues incidental to and directly connected
aside). The claimant argued that the Court of Appeal’s retroactive
with the subject matter of the dispute which they agreed in
exclusion of the other party from the arbitration was an invalid
advance to refer to arbitration. A late penalty awarded to a
exercise of its supervisory authority given the prohibition on
creditor for delay in payment is incidental to the principal debt.
judicial review of arbitral awards on the merits.
Therefore, an agreement to arbitrate in respect of an outstanding
financial obligation necessarily includes, in addition to disputes
The Court of Cassation however dismissed the claimant’s
concerning the principal, related claims for late payment of
argument because the Court of First Instance, and in turn
interest. This meant that the appellant’s argument, that the
the Court of Appeal, had confirmed the award based on clear
arbitral award should have been set aside because it awarded
evidence that the respondent was legally entitled to relief against
10% interest despite the fact that the Arbitration Agreement did
the claimant alone. The Court of Cassation found that the Court
not include a claim for interest, was dismissed. The Court of
of Appeal’s confirmation of the award was within the scope of its
Cassation held that the Arbitration Agreement concerning the
authority to explain the terms of the arbitration agreement and
outstanding obligation necessarily included the related claim for
the extent to which the arbitrators complied with such terms,
interest.
and that the Court of Appeal had not invalidly interfered with or
divided the award as argued by the claimant. The appeal was
dismissed with costs.

Law Update 9
 AED 350
Summaries of UAE Courts’ Decisions on Arbitration

Summaries of
UAE COURTS’
DECISIONS
on Arbitration

Edited by:
Hassan Arab
Lara Hammoud
Graham Lovett

Summaries of UAE Courts’ Decisions on Arbitration is available for sale with ICC UAE.

To place your order, please contact [email protected]

Law Update
LOCAL v INTERNATIONAL LAWYERS
By: ESSAM AL TAMIMI, Senior Partner / [email protected]

Historically, lawyers were

trained in and operated within
their national borders dealing
with domestic matters with
no external competition. The
world has changed dramatically
since that simple time. As a
result of globalisation, many
transactions are now effected
across a number of jurisdictions
and many law firms have opened
global offices in response to the
internationalisation of business.

In response to globalisation’s affect on the legal industry, are beneficial because the lawyers are already familiar
some regulators have enacted legislation to protect their with the terms of the contract and minimal negotiation
local lawyers. India, for example, is closed to foreign is required.
lawyers. In my opinion, this is not good practice because
the legal industry and clients both benefit from total Local lawyers need to receive training in certain areas
competition. Competition puts pressure on lawyers to so they are familiar with standard contracts and the law
maintain a high level of skills and receive ongoing training. which governs them, which tends to be English. Legal
It was as recent as 2011 that the Dubai Civil Court of education is modernising and local lawyers need to
Appeals ruled that non-Emirati lawyers may represent develop more to be valuable to their clients. We are
clients in all courts in Dubai and local lawyers were no seeing local law firms merge with international law firms
longer protected. who gain the local knowledge and can consequently advise
on contracts as a whole. This can result in the local firm
Local lawyers risk becoming irrelevant if they do not get losing its identity and changing beyond recognition.
up to speed with international standards and practices.
International contracts are usually drafted in English Clients seek lawyers with specialised skills and relevant
and are governed by English law. The English language is experience. They do not choose lawyers based on
now a fundamental skill for lawyers. The areas of local whether they are local or international. Local lawyers
lawyers’ expertise are getting smaller because they are need to focus on learning and development to achieve
only advising clients on how contracts apply in a certain an international level capability or they will be bypassed.
country. Local lawyers will consider if a contract is
enforceable in the country and if it conflicts with any Junior lawyers in particular need to ensure they are
local laws. Their input is unlikely to go further than that receiving ongoing training and increasing their skill
because they are not trained in English law and do not set. Al Tamimi & Company established its Centre for
have the qualifications to advise on English law. Professional Development which provides a framework
for the coordinated development of all professional staff
In certain sectors there are unified language, principles in the firm as well as career paths and courses for support
and contracts. This is apparent in sectors such as banking, staff. The Centre for Development also introduced a
shipping, intellectual property, oil and gas, insurance fast track Management Development Programme aimed
and telecommuncations where few local clauses are at lawyers with partnership potential. It is our intention
incorporated into international contracts. With respect that the Centre for Development will ensure our lawyers
to the oil and gas industry, lawyers from around the world receive ongoing training and develop the skill set required
work together to create standard contracts that are to successfully advise clients in today’s global business
industry specific. When clients enter into agreements environment.
for major projects they use the standard contracts which

Law Update 11
Arbitration

ROBERT KARRAR-LEWSLEY
Arbitration
[email protected]

RECOVERING LEGAL COSTS

IN DIAC ARBITRATIONS

The Dubai International Arbitration Centre (DIAC) is the most THE DIAC RULES
widely used arbitration centre in the region. It has a modern set
of rules that generally work well. However a recent Dubai Court The original DIAC rules were drafted in 1994. In this version it
of Cassation judgment has confirmed what many believe to be was mandatory for the tribuna’s final award to include a finding
a flaw in its rules: they do not grant the tribunal power to order as to the ‘costs of the arbitration and the party who will bear them
the recovery of legal costs. Therefore in the absence of express or the proportions allocated among the parties’ (article 459(f)).
agreement by the parties, legal costs are not recoverable in a The ‘costs of the arbitration’ were defined at article 48 to include
DIAC arbitration. This article puts this recent judgment in context the ‘normal expenses incurred by the parties in preparation of
and offers guidance as to how parties might still recover their their pleadings’, which would allow legal fees to be claimed.
legal fees in a DIAC arbitration.
The DIAC Rules were however revised in 2007. Under the 2007
RECOVERING LEGAL COSTS IN ARBITRATION GENERALLY Rules, although the tribunal must still fix in the award the costs
of the arbitration and their apportionment (article 37.10), the
A party to an arbitration will usually incur three types of costs: definition of the phrase ‘costs of the arbitration’ was revised as
follows:
1. Administrative fees charged by any institution
administering the arbitration (such as DIAC). ‘The costs of the arbitration shall include the Centre’s
2. Tribunal fees. administrative Fees for the claim and any counterclaim and
3. Legal fees, being those of its legal representatives and the fees and expenses of the Tribunal fixed by the Centre in
any disbursements (such as expert fees). accordance with the Table of Fees and Costs in force at the
time of the commencement of the arbitration, and shall include
The legal fees will usually be the main expense incurred by a any expenses incurred by the Tribunal, as well as the fees and
party and they can run to thousands, and sometimes millions, expenses of any experts appointed by the Tribunal.’
of dirhams. It is often said that one of the benefits of using
arbitration in the UAE is that it is possible to claim these legal As can be seen, the definition no longer contains reference to
fees should you win, which is not the case in the local courts the ‘normal expenses incurred by the parties in preparation of
where only nominal amounts are ever awarded. their pleadings’. This has led to confusion as to whether legal
fees can be claimed under the DIAC Rules.
Allowing the winner in a dispute to recover its legal fees is
not a universal principle. In the USA for example, the usual RECENT COURT OF CASSATION JUDGMENT
practice is for each party to bear its own costs, and to share
the administrative costs equally. However the rules of most Earlier this year the Dubai Court of Cassation directly considered
international arbitral institutions explicitly allow the tribunal whether legal fees could be awarded under the DIAC Rules. In
to order the losing party to pay the legal costs incurred by the Case No. 282/2012, a claim had been filed to enforce a DIAC
winner (see for example the DIFC-LCIA Rules (art. 28.3); ICC arbitration award which included an order that the losing party
Rules (art. 37.1); and UNCITRAL Rules (art.40)). pay the successful parties legal costs of AED 110,000.

In its judgment the Court of Cassation began be noting that a

tribunal only has the power to order a party to pay the opposing

12 Law Update
 Arbitration

party’s legal fees if given that power by

one of the following:

a. The applicable procedural law; or

b. The arbitral rules agreed by the
parties; or
c. By an explicit reference in the
arbitral agreement granting the
power.

The arbitration law in the UAE does not

grant the power, nor was there an express
agreement by the parties in the arbitration
clause. The power would therefore need
to be found in the DIAC rules. As noted
above the DIAC Rules grant the tribunal
power to apportion the costs of the
arbitration, but does not explicitly refer
to legal fees in its definition of what the
‘costs of arbitration’ consists of. The
Court held that this list was exhaustive,
and that since it did not include legal fees
or any other costs incurred by the party
in presenting its case, the DIAC rules do
not confer such a power on the tribunal.
In the words of the Court: ‘Where the law
is silent, fees and expenses that are not
clearly and expressly referenced in the
arbitration clause are not recoverable as
incidental costd [of the arbitration]’. The
section of the award regarding legal fees
was therefore annulled, but the rest of the
award was upheld.
from the consent of the parties and If the DIAC rules are revised then no doubt
this must be clear and explicit. The the new rules will make it clear whether
DISCUSSION
current 2007 DIAC Rules are at legal fees are recoverable. Until then
best ambiguous. there are two ways in which parties can
There has already been some criticism of
ensure that they have a right to recover
this judgment. The issue revolves around 3. It is unlikely that the drafters of the
legal fees in a DIAC arbitration:
how the verb ‘include’ in the definition of 2007 Rules either overlooked legal
Costs of Arbitration is to be interpreted. fees or assumed their recovery 1. Include in the arbitration
The rules were drafted in English and it would be implied. Legal fees in agreement the words ‘The arbitral
has been argued that in English the verb arbitration are substantial and their tribunal may include in its award
‘include’ is normally used to introduce recovery is routinely sought by an allocation to any party of such
a non-exhaustive list. On this view the parties. Such fees were covered costs and expenses, including
Court erred in its interpretation that the by the 2004 rules, the wording lawyer’s fees, as the arbitral
definition is exhaustive. However there of which could easily have been tribunal shall deem reasonable’.
are three problems with this argument: carried over. Anyone revising the
2. Ensure that the terms of reference
1. Whilst the verb ‘include’ can denote rules would know that almost all
prepared during the arbitral
a non-exhaustive list, it can also other international arbitration rules,
proceedings include a power to
be used to describe the individual including the UNCITRAL rules,
award legal costs, in the same
parts of a total, such as when a box explicitly allow for the recovery of
language as (1) above.
of equipment has written on it ‘this legal fees.
box includes…’ before listing the Finally, if both parties claim their legal
contents. This ambiguity is often CONCLUSION fees during the arbitration the tribunal can
avoided in legal documents by the arguably infer from this the parties’ mutual
use of the phrase ‘includes (but is The confusion regarding the recovery consent to confer on the tribunal a power
not limited to) the following…’. of legal fees under DIAC rules has now to award legal fees as part of the costs. It
been resolved – in the absence of any is recommended however that any doubt
2. The argument does not address
agreement by the parties or provision in be removed by explicitly recording the
the key issue raised by the Court
the local arbitration law, the tribunal has power in the terms of reference.
that in the absence of a legal
provision granting the power to the no power to allow the recovery of legal
tribunal, the power can only come fees under the DIAC rules.

Law Update 13
Property

DUBAI
LEASE RENEWALS AND RENT CONTROLS

14 Law Update
 Property

Uncertainty regarding the rights and obligations of landlords and

KATRINE KOFOED
tenants often arise in relation to lease renewals and rent increases. Property
In this article we consider these issues in light of the applicable [email protected]

Dubai laws.

The relevant law is Law No. 26 of 2007 Regulating the 25 (2). In most situations, Article 25 (2) will override any such
Relationship between Landlords and Tenants in the Emirate clauses in a lease but this is not always the case depending
of Dubai, as amended by Law No. 33 of 2008 (“Landlord and upon the specific circumstances.
Tenant Law”), which applies to landlord and tenant relationships
for all residential and commercial leased lands and properties It should also be noted that if a tenant remains in occupation
in Dubai. upon expiry of a lease, and the landlord does not object, then the
lease shall be renewed for a similar term or for 1 year (whichever
Further, Decree No. 2 of 2011 Regarding Rentals in the Emirate is shorter) on the same terms and conditions.
of Dubai (“Rent Cap Law”) regulates rent increases.
2. RENT CONTROLS
1. LEASE RENEWALS
In any event where there are changes to the lease terms and
The Landlord and Tenant Law permits landlords to evict tenants conditions for the renewal period, at least 90 days notice of such
upon lease expiry in limited circumstances. Specifically, Article change must be given to the other party before the expiry of the
25 (2) provides that landlords can give tenants notice not to lease (unless otherwise agreed by the parties). This also applies
renew leases in the following instances: with respect to rent increases.

i. If the landlord wishes to demolish the property for Pursuant to Article 1 of the Rental Cap Law, no increases are
reconstruction (provided the necessary licences for such permitted if the rent is up to 25 % below “average similar rent”.
reconstruction are obtained); If the rent is more than 25% below average similar rent, there
is a staggered permitted increase ranging from 5 % to 20% per
ii. If the landlord wishes to renovate the property (provided annum. “Average similar rent” is determined pursuant to Real
such renovations cannot be completed while the tenant Estate Regulatory Agency (“RERA”) rental index.
is in occupation and this fact has been certified by the
Dubai Municipality); RERA has established an online rental increase calculator,
pursuant to which landlords and tenants can assess whether a
iii. If the landlord wishes to recover the property for use by rental increase is permitted under the Rent Cap Law.
him personally or by his next of kin of first degree; or
In any event of dispute, the Rent Committee can determine
iv. If the landlord wishes to sell the property. the applicable rent having regard to the RERA rental index,
similar market rent for properties in the same area, the relevant
The landlord must give the tenant at least 12 months notice not property’s status, the general economic circumstances of Dubai,
to renew stating the applicable reason, and such notice must be any valid legislation regarding rental values and any other factors
sent through a Notary Public or by registered mail. the Rent Committee may decide.

The landlord’s rights not to renew are strictly limited to the In summary, the Landlord and Tenant Law and Rent Cap Law are
grounds stated in Article 25 (2) and in the event of a dispute, the similar to other landlord and tenant laws in other emirates within
Rent Committee may require the landlord to prove the applicable the United Arab Emirates. Its focus is clearly oriented towards
reason. residential tenancies and protecting those in a weaker bargaining
position. Its terms can, however, be unduly prescriptive for
Some leases contain provisions that allow either party to give commercial tenancies.
notice not to renew upon expiry (e.g. by giving 60 notice days
prior to the lease expiry date), which is inconsistent with Article

Law Update 15
Property

MARIA MAZZAWI
Jordan
[email protected]

THE FOREIGN OWNERSHIP OF LAND

IN JORDAN
INTRODUCTION or the General Director of the Survey Department). Nationals of
Arab countries are exempt from this requirement.
In a climate of regional unrest and political instability, Jordan’s
relatively safe political and economic environment is proving Furthermore the 2006 Law does not apply to foreigners who
increasingly attractive to foreigners seeking to invest their inherit the ownership of immovable assets, or who intend to
money in the region. employ the assets for economic activity within industrial cities
(provided the plots do not exceed 50 acres).How Land is Bought
In the year of the Arab Spring alone the value of Arab and foreign and Developed by Foreign Nationals
real estate purchases in Jordan skyrocketed, with the total
value of investments reaching 449 million dinars ($630 million), In order to purchase land the foreign national must either himself,
according to a study conducted by the Ministry of Finance (Lands or by an authorized realtor or an agent, complete an application
and Survey Department) (“the Survey Department”). In terms of form filled out with personal information specifying the existence
the market value of the purchased property, Iraqis ranked first of a spouse and any minor children of the buyer, in addition to
with an aggregate investment value of over half the total value of a copy of the buyer’s passport and a site plan issued by the
property purchased by foreign nationals. concerned municipality. The site plans must have been issued
within one year of the date of application.
FOREIGN OWNERSHIP OF LAND
If the buyer is seeking permission for more than two houses
Foreign ownership of Jordanian land and assets is governed and a single operating office to be erected on a plot exceeding
by The Leasing of Immovable Assets, and Their Sale to Non- 10 acres, the buyer will need to apply for the permission of the
Jordanian and Judicial Persons Law No 47of 2006, (the “2006 Minister of Finance on a recommendation of the Director General
Law”) which repealed all previous laws in this regard. of the Survey Department. Notably, if the buyer, whether a person
or a company, holds a dual nationality, he is legally mandated
As per Article 3 of the 2006 Law, provided that the buyer’s by virtue of Article 3 to disclose such information within his
country of residence maintains a reciprocal relationship, foreign application. Failing to do so will render the contract of sale null
nationals are afforded the right of ownership of property within and void. Notably, nationals of Arab countries are exempt from
urban borders in Jordan for residential purposes (but only after the reciprocal relationship requirement mentioned above.
acquiring the required permission from the Minister of Finance

16 Law Update
 Property

RECIPROCAL RELATIONSHIP

The existence of a reciprocal relationship is crucial in two

situations. First, for foreigners seeking to file an application of
ownership of land for industrial or commercial purposes (within
urban borders, not exceeding 10 acres). Secondly, for Diplomats
or Regional Organizations seeking to own land for either business
purposes or to accommodate their affiliates and representatives.
Where temporary passport holders is seeking to own land in
Jordan, the Council of Ministers retains the right to approve such
ownership in accordance with regulations issued to that end,
based on the review and approval of the Minister of Interior and
the recommendation of the Minister of Finance.

As for Arab passport-holding citizens, if the ownership of land is

sought in pursuance of an investment in agricultural, commercial
or residential projects, the land may fall outside urban borders.
Approval will be needed from the Minister of Finance based
on the recommendation of the General Director of the Survey
Department if the plot does not exceed 50 acres, or from the
Council of Ministers based on the recommendation of the
Minister of Finance if it does.

In addition, any company may own land within urban borders

necessary for the conduct of its business upon the approval of
the Minister of Finance based on the recommendation of the
General Director of the Survey Department. If the plot of land DISPOSING OF LAND
exceeds 30 acres the approval of the Council of Ministers (which
is based on a recommendation by the Minister of Finance) is The 2006 Law also imposes stringent restrictions on the freedom
necessary. of foreigners to dispose of the land which they have acquired.
By virtue of Article 14 of the 2006 Law, any foreign person or
Conversely, should a company seek ownership of land outside company is legally required to complete the project for which
urban borders, it requires the approval of the Minister of Finance the land was acquired within a period of three years if the land
who will grant it based upon a recommendation of the General was for a residential project, or five years for any other project.
Director of the Survey Department, and after seeking out the A failure to do so shall render any contract or ownership deed
opinions of ‘concerned bodies’. Where the land exceeds 50 voidable, unless the permission and approval of the Minister
acres approval must again be from the Minister of Finance, of Finance (upon the recommendation of the General Director
based upon a recommendation from the Council of Ministers. of the Survey Department) is granted. The owner of the land
shall be exempt from this limitation if it can be shown that the
RENTING LAND land is used for investment purposes, whether it be for housing,
residential, or commercial investment. The Minister of Finance
Foreign nationals may rent immovable assets for business or may add conditions on such ownership.
accommodation purposes, provided that the plot of land does
not exceed 10 acres and the lease is for no more than 3 years . CONCLUSION

DURATION OF OWNERSHIP Hopefully the next few years will be remembered as years of
positive change for the Middle East and Jordan. Whilst the rights
The most peculiar restriction imposed by the 2006 Law relates of foreign owners of immovable assets in Jordan are relatively
to the period within which the ownership of immovable assets well provided for by virtue of the 2006 Law, Jordan would gain
by foreigners remains valid. Foreign owners of immovable from easing the restrictions on the foreign ownership of land.
assets in Jordan are allocated a period of three years from This would help Jordan make the most of being the economic
the date of the acquisition of ownership rights, to conclude the and political safe haven it has managed to become during the
purpose for which they have acquired such rights, whether for period of political turmoil witnessed in neighboring countries.
residential or business projects. A onetime extension reflecting
the same period may be granted if sought, depending on the
approval of the Minister of Finance (which shall be based on
the recommendation of the General Director of the Survey
Department).

Any breach of these requirements will result in a fine worth 5%

of the land’s real worth for a period of 10 years (article 13 of the
2006 Law). If the land remains unutilized the Minister will allow
for a decision to be made to sell the land in public auction.

Law Update 17
Corporate Commercial

AHMED IBRAHIM
Head of Equity Capital Markets
[email protected]

THE NEW UAE COMMERCIAL

COMPANIES LAW
A COMPARATIVE VIEW

INTRODUCTION under the Existing Law (namely five managers) has been lifted
under the New Law.
The new draft Companies Law (“New Law”) as approved by the
Federal National Council introduces some incremental reforms On the other hand, the New Law introduces some new concepts.
to the existing Companies Law (“Existing Law”), but mostly For example, the New Law:
maintains the fundamental framework and features of the old
provisions. • allows for sole-shareholder companies, either in limited
liability or private joint stock companies;
Whilst the New Law introduces some new concepts and • addresses employees’ incentive share schemes;
approaches, most of the essential features of the Existing Law • enables shareholders in pubic joint stock companies to sell
are maintained. Despite media speculation, the New Law applies their preemption rights (rights issue);
the same conservative approach in relation to foreign ownership • facilitates strategic share placements by public joint stock
restrictions under the Existing Law, so foreign investors are companies within pre-emptive complications;
limited to 49%. Also, the New Law does not allow sell-downs • prohibits financial assistance (in line with the international
in IPO deals. market practice);
• enables the legal pledge of quotas in limited liability
By the same token, the majority of board seats, including the companies. Some other reforms are discussed below in
chairman of the board, of public joint stock companies must be details.
held by UAE nationals. Founders of public joint stock companies
continue to be restricted by a lockup period of two years under the This note aims to shed some light on the main differences
New Law, which defeats sell-down exist options in IPOs. Also, between the New Law and the Existing Law, the fresh concepts
the New Law has not reformed the governance of limited liability enacted under the New Law, and to highlight the practical impact
companies through introducing a proper board of directors’ of these differences.
structure, but has maintained the old form of governance by
“managers”. However, the restriction on the number of managers This note follows the same sequence of the New Law.

18 Law Update
 Corporate Commercial

limited liability company to a public joint stock company as

DETAILED VIEWS provided for under article 275 of the New Law.
8. Article 32 – offering of shares to public – This article explicitly
General Rules:
prohibits any company (either in one of the free zones or
1. Article 5 – Free Zone Companies – Free zone companies are onshore) from making any advertisements or marketing to
exempted from the application of the New Law. However, it invite general public to subscribe in shares without obtaining
is to be noted that article 5 states that there will be a Cabinet the prior approval of SCA. Under the Existing Law, there is
decree that will set out the conditions which should be no explicit provision prohibiting such practices, but rather it
followed in registering free zones companies in case these is a matter of practice and unwritten rules followed by SCA.
companies wish to operate onshore or outside the borders
9. Article 36 – Retention of Documents - Similar to article 26
of the free zone in question.
referred to above, article 36 provides that the Minister will
2. Article 6 – Corporate Governance – The New Law provides issue a decree setting out the time limit for companies to
that private joint stock companies will be subject to retain corporate documents.
corporate governance rules provided that such companies
are composed of more than 75 shareholders. A ministerial
decree setting out the applicable corporate governance RULES GOVERNING LIMITED LIABILITY COMPANIES
rules will be issued in due course. The expected corporate
10. Article 71 – Sole ownership – Article 8 provides that a
governance rules will include financial penalties on board
limited liability company may be established by one natural
members, managers and auditors of any defaulting
or corporate person. This approach follows free zone
company.
regulations which allow the incorporation of a free zone
3. Article 8 – The Concept of “sole founder” – The New law establishment (FZE), which originally is a common law
provides for the first time the concept of having a company concept. Under the Existing Law, limited liability companies
with a sole founder. This applies on private joint stock may only be established by a minimum of two founders and
companies and limited liability companies. a maximum of fifty. The maximum limit of fifty partners still
applies under the New Law.
4. Article 10 – Local Ownership – The New Law continues to
follow a conservative approach in respect of local ownership 11. Article 79 – Pledge of Quotas1 (shares) - The New Law
restrictions, so companies must be owned 51% by the UAE provides that limited liability quotas (or shareholdings) may
nationals or 100% by GCC nationals. be pledged. The Existing Law is silent in respect of pledge
of quotas, and so it is questionable whether quotas can be
5. Article 24 – Exclusion of Liability – The New Law introduces an
pledged legally.
explicit clause stipulating that any provision in the articles of
the company allowing the company or any of its subsidiaries This new development will assist raising of debt finance by
to agree to exclude any person from their current or previous owners of limited liability companies and will enhance the
liability towards the company will be void. security package that can be offered to the financiers.
However, this article does not address the provisions that Pledge of quotas will add another level of comfort to
may be agreed upon between the shareholders in separate beneficial owners of quotas (foreign investors) in respect
shareholders agreement (in particular between nominees of their shareholding relationship local registered owners
and beneficial owners) whereby one of the shareholders is (nominee).
excluded from liability. Unexpectedly, this clause prohibits
12. Article 80 – Preemption Rights – preemption rights are still
the exclusion of liability in general without limiting the
mandatory by operation to law under the New Law, as is the
exclusion to liability arising out of gross negligence or willful
case under the Existing Law.
misconduct, as provided under the Civil Code.
13. Article 83 – Company’s Managers – Under the New Law,
6. Article 26 – Companies Accounting Books – New obligations
companies may appoint one or more managers without
are imposed on companies to retain their accounting books
setting out a maximum number of managers. Under the
for a period of not less than five years from the end of each
Existing Law, the maximum number of mangers is five.
financial year. This is a new requirement under the New
Law that is not provided for under the Existing Law. This 14. Article 86 – Competition – Under the New Law, manager(s)
provision comes in line with similar requirements in other of a company may not be allowed to operate any business
Middle Eastern jurisdictions. Also, companies may retain in competition with the business of the company in question.
electronic versions of their documents provided that these Defaulting manager(s) will be discharged and compensate
documents will be saved in compliance with a decree to be the company accordingly. This matter is not addressed
issued by the Minister. under the Existing Law.
7. Article 28 – Financial Year – Each financial year may not
exceed 18 months and should not be less than six months.
This clause will have an impact on calculating the lockup Footnote:
period in public and private joint stock companies, as it will 1. Technically, the capital of limited liability companies composes
shorten the two/one financial year(s) required with respect of “quotas” rather than “shares” in case of public and private joint
to the founders of public/private joint stock companies. stock companies. Even though, “shares” is still the commonly
Likewise, it will affect the timeline required to convert a used term for limited liability companies.

Law Update 19
Corporate Commercial

15. Article 93 – Invitations to General Assemblies– Invitations their control of their business, as they are allowed to own
to general assemblies need to be sent out 15 days before up to 70% of the company and offer 30% to public. This will
the date of the meeting or less than 15 days if all partners also promote IPOs for companies that have good financial
agree. Under the Existing Law, the notice period required is standing and do not require additional capital inflows which
21 days which may not be abridged. are high compared to their pre-existing issued capital.
16. Article 96 – Quorum for General Assemblies – Under the Unfortunately, the New Law does not facilitate or permit
New Law, general assemblies will not be valid unless sell-downs by existing shareholders, an avenue already
attended by partners owning 75% of the capital of the available in most developed markets. Such a reform would
company. If the quorum is not satisfied in the first meeting, have greatly encouraged new IPO transactions.
the second meeting shall be called for within 14 days from
21. Article 123 – Underwriters – For the first time in the UAE the
the first meeting, which shall not be valid unless attended
New Law recognizes the role of underwriters. Under the
by partners owning 50% of the capital of the company. If
Existing Law, underwriting activity is not addressed. There
the quorum is not satisfied in the second meeting, a third
will be a ministerial decree regulating the underwriting
meeting shall be called for after the lapse of 30 days from the
activities to subscribe for unsubscribed shares and resell
date of the second meeting, which shall be valid regardless
them again in the stock market.
the quorum attended such meeting.
The facilitators of underwriting could enable the IPO market
This means that the existing difficulties in achieving quorum to flourish and attract leading global financial institutions to
general assemblies for public joint stock companies at the act as underwriters and develop the UAE capital market.
first attempt have been magnified by the New Law.
22. Article 124 - Subscription period – Subscription period opens
for a period of a minimum of 10 days and a maximum of 30
Resolutions of general assemblies shall only be valid if
days. Under the Existing Law, the subscription period opens
approved by partners owning at least 50% of the capital of
for a period of a minimum of 10 days and a maximum of 90
the company.
days.
Under the Existing Law, general assemblies may only be 23. Article 129 – Book Building - The New Law refers explicitly to
valid unless attended by partners owning 50% of the capital a book building mechanism in relation to the pricing of newly
of the company. If the quorum is not satisfied in the first issued IPO shares. The detailed regulations governing and
meeting, a second meeting shall be called for within 21 days regulating book building will be issued later.
from the first meeting, which shall be valid regardless of
the quorum attended such meeting. Any amendment to the Pricing is to be determined at the discretion of the issuer
articles of the company requires the approval of partners and the banks at a valuation that is acceptable to investors,
owning at least 75% of the capital of the company. the issuer and the selling shareholder(s).
24. Article 131 – Constitutional General Assembly – Under the
17. Article 103 – reference to joint stock companies rules – Existing Law, constitutional general assembly requires
Article 103 of the New Law refers to the rules governing the attendance of shareholders owning at least 75% of
joint stock companies with respect to any matter which is the capital. However, the New Law provides that the
not addressed under the rules of limited liability companies. constitutional general assembly shall be valid if attended
Such reference is not provided for under the Existing Law. by shareholders representing 50% of the capital of the
company.
RULES GOVERNING PUBLIC JOINT STOCK COMPANIES
(“PJSC”) This article comes as an attempt to facilitate and expedite
the process for incorporation.
18. Article 107 – Number of founders - PJSC may be established 25. Article 143 – The Composition of the Board of Directors –
by a minimum of five founders. Under the Existing Law, Board of directors under the New Law should be composed
PJSC requires a minimum of 10 founders. This article will of a minimum of three members and a maximum of 11. Under
facilitate the constitution of PJSC, in particular in the set up the Existing Law, board of directors should be composed of
phase before offering the company’s shares to public. a minimum of three members and a maximum of 15.
19. Article 112 - Founders’ committee – The New Law provides 26. Article 144 – Election of Board Members/Expert board
that founders committee shall be composed of three members – The New Law provides for cumulative voting at
members without setting out a maximum limit. Under the any election of board members. Cumulative voting is not
Existing Law, founders committee should be between three provided for under the Existing Law, but rather it was under
to five members. the applicable Corporate Governance rules. The voting
20. Article 117 – Founders’ ownership – The New Law provides mechanics will allow each shareholder to distribute voting
that founders may own a minimum of 30% and a maximum powers amongst various board candidates.
of 70% of the capital of the company. This should increase the chances of minority shareholders
Under the Existing Law, founder may own a minimum of achieving board representations.
20% and a maximum of 45% of the capital of the company. The Existing Law also allows the general assembly to
This article will have an impact in relation to encouraging appoint “expert” board members who are not shareholders
investors to promote an IPO without facing the risk of losing provided that the total number of “expert” board members

20 Law Update
 Corporate Commercial

may not exceed one third of the total number of the board capital can be increased within the authorized capital.
of directors.
As for the issued capital, the Companies law allows the
27. Article 151 – Nationality of Board Members – The requirement shareholders to pay 25% only of the issued capital of
under the Existing Law that the majority of board members a company upon its incorporation and the remaining
and the chairman should be UAE local nationals continues 75% should be completed within 5 years. For example,
to apply under the New Law. if the issued capital of a company is AED 40 million, the
shareholder of this company can pay AED 10 million on the
28. Article 156 – Board Meetings - Under the New Law, the
date of incorporation and the remaining AED 30 thousand
board of directors shall meet at least four times a year. Such
(75%) over five years.
requirement is not provided under the Existing Law. This is
something that has been dealt with separately under the The general assembly has the right to authorize the board
Corporate Governance rules. of directors to execute the capital increase resolution,
provided that the board will execute the capital increase
29. Article 170 – Voidance of resolutions - Any resolution not in
resolution no later than one year from the date of the
compliance with the provisions of the New Law, or adopted
general assembly’s resolution. Under the Existing Law, the
without consideration to the company’s interests in favor of
board of directors has five years to implement any capital
a particular group of shareholders, causing damage to them
increase resolution of the general assembly.
or providing a private benefit to the members of the board of
directors or to third parties may be revoked. 32. Article 193 – Board’s Authorization - The general assembly
has the right to authorize the board of directors to execute
Proceedings for annulment are time barred on the expiry of
the capital increase resolution, provided that the board will
60 days from the date of adopting the resolution contested.
execute the capital increase resolution no later than one
Under the Existing Law, the applicable prescription period
year from the date of the general assembly’s resolution.
is one year.
Under the Existing Law, the board of directors has a period
30. Article 172 - Invitations General Assemblies– General of five years to execute the capital increase resolution of the
assembly invitations need to be sent out 15 days before general assembly.
the date of the meeting or less than 15 days if 95% of the
33. Article 197 - Sale of Entitlements to Rights Issue –
shareholders agree. Under the Existing Law, the notice
Shareholders have preemption rights to subscribe for their
period required is 21 days and cannot be abridged.
company’s capital increase (Rights Issue). Under the New
31. Article 193 – Issued and Authorized capital – The New Law Law, shareholders are allowed to sell their entitlements
provides that the issued capital of PJSC shall be not less under the rights issue to other existing shareholders or to
than AED 30 million. In addition, the company may decide third parties. Under the Existing Law, this is not possible.
to have an authorized capital which may not exceed twice
34. Article 207 – Nominal Value of the Share – The New Law
the value of the issued capital. Under the Existing Law, the
provides that the nominal value of the share is to be paid
capital of PJSC shall be not less than AED 10 million (in
within three years from the date of incorporation. Under the
practice AED 20 million), and the concept of “authorized”
Existing Law, the nominal value of the share is to be paid
capital is not addressed.
within five years from the date of incorporation.
A new set of rules will be issued to allow companies to
35. Article 215 – Restrictions on the Transfer of Shares – The
increase its issued capital within its authorized capital.
founders’ lockup period of two years provided for under the
By way of explanation, the authorized capital is not more Existing Law remains the same under the New Law.
than a notional concept which has no financial implications
36. Article 222 – Financial Assistance – The New Law prohibits
or effect. In other jurisdictions, it only allows the board of
companies from providing financial assistance to assist
directors of joint stock companies to increase the issued
one of its shareholders to subscribe or buy its shares or
capital within the limits of the authorized capital by a board
bonds. The rationale for the prohibition is that the capital of
resolution instead of having an extraordinary general
the company will not be protected if the company assumes
assembly resolution. So the difference between authorised
financial risk in a transaction relating to its own shares.
capital and issued capital is analogous to the difference
between an approved loan facility and a partially drawn 37. Articles 223/224 – Strategic Investor – The New Law allows
approved loan facility. companies to increase its capital and allot the newly
issued shares to a Strategic Investor without applying the
For example, if the authorized capital of a company is AED
preemption rights of the existing shareholders to subscribe
100 million and its issued capital is AED 30 million. The
for the capital increase in question, provided that the
board members of such company can increase the issued
Strategic Investor carries out similar or complementary
capital with any amounts until they reach the ceiling of AED
activities to the company. The definition of Strategic Investor
100 million with a board resolution only instead of holding
is set out in 1 above. In addition, the Strategic Investor has
an extraordinary general assembly. Any increase of capital
to have issued at least two financial statements.
in excess of the 100 million (authorized capital) should be
pursuant to a resolution from the extraordinary general This is a new development that is not addressed under the
assembly of the company. Therefore, the authorized capital Existing Law.
is merely to facilitate procedural matters associated with
38. Article 225 – Debt Capitalization – The New Law explicitly
capital increases. In the UAE, there will be a ministerial
states that a company may convert its debt to equity. This
decree that will set out the procedures by which the issued
Corporate Commercial

is not addressed under the Existing

Law.
 
Wrap Up
39. Article 226 – Employees Share
Scheme – The New Law explicitly
addresses the possibility of issuing Existing Law New Law

employees incentive share scheme. General Rules:

SCA shall issue a decree regulating
1. Article 5 – Free Zone Companies
employees share scheme. The
Existing Law does not address this Not addressed
A Cabinet decree that will set out the conditions which
issue. should be followed in registering free zones companies in
case these companies wish to practice their activities
onshore or outside the borders of the free zone in question.

RULES GOVERNING PRIVATE JOINT 2. Article 6 – Corporate Governance

STOCK COMPANIES (“PRJSC”)
Not addressed Private joint stock companies will be subject to corporate
governance rules
40. Article 255/256 – Private Joint Stock
Companies – Under the New Law, a 3. Article 8 – the concept of “sole founder”
number of not less than two founding
Not addressed Sole founder concept be it natural or corporate person.
members may incorporate a PrJSC. This applies on private joint stock companies and limited
The founding members will fully liability companies.

subscribe to the capital, which must 4. Article 10 – Local Ownership

not be less than 5 million Dirhams.
51:49 Local : Foreign ownership restricted to 49% Foreign ownership restricted to 49%.
The Existing Law provides a number
of not less than three founding 5. Article 24 – Exclusion of Liability
members may incorporate a private Not addressed Exclusion of liability clauses is void.
joint stock company with a capital not
be less than two million Dirhams. 6. Article 26 – Companies Accounting Books

Not addressed Companies to retain its accounting books for not less than
Under the New Law, PrJSC may also five years from the end of each financial year.
be incorporated by a sole founder.
7. Article 28 – Financial Year
41. Article 264 – Lockup Period – Under
12 months. First financial year can be more than 18 Minimum 6 months and maximum 18 months.
the New Law, there is a lockup period months.
of one financial year from the date
8. Article 32 – offering of shares to public
of incorporation. Under the Existing
Law, the lockup period is for two No explicit provision prohibiting such practices, but Explicit provision prohibiting such practices.
rather it was a matter of practice and unwritten rules of
financial years. SCA.

42. Articles 266/269/272 – Introduction of 9. Article 36 – Retention of Documents

New Corporate Status – The New Law
Not addressed The Minister will issue a decree setting out the time limit
sets out a new set of rules that governs which companies should follow in respect of retaining
new corporate legal structures corporate documents.

such as, holding companies and Rules Governing Limited Liability Companies:
subsidiaries. In addition, it addresses
10. Article 71 – Sole ownership
investment funds for the first time. A
new set of rules and decrees will be Not addressed Sole founder is allowed.
issued to regularize these new legal
11. Article 79 – Pledge of Quotas
structures.
Not addressed Quotas can be pledged.
43. Penalties Chapter - A new penalties
chapter has been introduced by the 12. Article 80 – preemption rights

New Law which is more extensive Preemption rights are applicable. Preemption rights are still applicable.
than the existing chapter under the
13. Article 83 – Company’s managers
Existing Law.
The maximum number of mangers is 5 mangers. No maximum number of managers.

14. Article 86 – Competition

Not addressed Manager(s) of a company may not be allowed to operate

any business in competition with the business of the
company in question. Defaulting manager(s) will be
discharged and compensate the company.

15. Article 93 - General Assemblies Invitation

The notice period required is 21 days that may not be 15 days before the date of the meeting or less than 15
shortened. days if all partners agree.

16. Article 96 – General Assembly Quorum

50% of the capital of the company. If the quorum is not 75% of the capital of the company. If the quorum is not
satisfied in the first meeting, a second meeting shall be satisfied in the first meeting, the second meeting shall be
22 Law Update called for within 21 days from the first meeting, which
shall be valid regardless of the quorum attended such
called for within 14 days from the first meeting, which shall
not be valid attended by partners owning 50% of the capital
meeting. Any amendment to the articles of the of the company. If the quorum is not satisfied in the second
company requires the approval of partners owning at meeting, a third meeting shall be called for, which shall be
 Not addressed Manager(s) of a company may not be allowed to operate
any business in competition with the business of the
company in question. Defaulting manager(s) will be
Corporate Commercial
discharged and compensate the company.

15. Article 93 - General Assemblies Invitation

The notice period required is 21 days that may not be 15 days before the date of the meeting or less than 15
shortened. days if all partners agree.

16. Article 96 – General Assembly Quorum

50% of the capital of the company. If the quorum is not 75% of the capital of the company. If the quorum is not
satisfied in the first meeting, a second meeting shall be satisfied in the first meeting, the second meeting shall be
called for within 21 days from the first meeting, which called for within 14 days from the first meeting, which shall
shall be valid regardless of the quorum attended such not be valid attended by partners owning 50% of the capital
meeting. Any amendment to the articles of the of the company. If the quorum is not satisfied in the second
company requires the approval of partners owning at meeting, a third meeting shall be called for, which shall be
least 75% of the capital of the company. valid regardless the quorum attended such meeting.
Resolutions of general assemblies shall only be valid
unless approved by partners owning at least 50% of the
capital of the company.

17. Article 103 – reference to joint stock companies rules

Not addressed Reference to the rules governing joint stock companies

with respect to any matter which is not addressed under the
rules of limited liability companies.

Rules Governing Public Joint Stock Companies (“PJSC”)

18. Article 107 – Number of founders

A minimum of five founders. A minimum of 10 founders.

19. Article 112 - Founders’ committee

Three to five members. Three members without setting out a maximum limit.

20. Article 117 – Founders’ ownership

A minimum of 20% and a maximum of 45%. A minimum of 30% and a maximum of 70%.

21. Article 123 – Underwriters

Underwriting activity is not addressed. For the first time in the UAE there is statutory recognition of
the concept of underwriting. Regulations still to be enacted.

22. Article 124 - Subscription period

A minimum of 10 days and a maximum of 90 days. A minimum of 10 days and a maximum of 30 days.

23. Article 129 – Book Building

No provision for book building Explicitly refers to book building mechanism as the pricing
method, but detailed regulations still to be revealed.

24. Article 131 – Constitutional General Assembly

Requires the attendance of shareholders owning at Valid if attended by shareholders representing 50% of the
least 75% of the capital. capital of the company.

25. Article 143 – The Composition of the Board of Directors

A minimum of three members and a maximum of 15. A minimum of three members and a maximum of 11.

26. Article 144 – Election of Board Members/Expert board members

Normal voting Cumulative voting.

27. Article 151 – Nationality of Board Members

Majority of board members and the chairman should Majority of board members and the chairman should be
be UAE local nationals. UAE local nationals.

28. Article 156 – Board Meetings

Not addressed. At least four times a year.

29. Article 170 – Voidance of resolutions

Not addressed. Proceedings for annulment are time barred on the expiry of
60 days from the date of adopting the resolution contested

30. Article 172 - General Assemblies Invitation

21 days that may not be shortened. 15 days before the date of the meeting or less than 15
days if 95% of the shareholders agree.

31. Article 193 – Issued and Authorized capital

The capital of PJSC shall be AED 10 million, and the The issued capital of PJSC shall be AED 30 million.
concept of “authorized” capital is not addressed. Authorized capital may not exceed twice the value of the
issued capital.

32. Article 197 - Sale of Rights Issue

Shareholders have preemption rights to subscribe for Shareholders are allowed to sell their rights issue.
their company’s capital increase (Rights Issue).

33. Article 207 – Nominal Value of the Share

The nominal value of the share is to be paid within five The nominal value of the share is to be completed within
years from the date of incorporation.
Law Update 23
three years from the date of incorporation.

34. Article 215 – Restrictions on the Transfer of Shares

 A minimum of 10 days and a maximum of 90 days. A minimum of 10 days and a maximum of 30 days.

Corporate Commercial 23. Article 129 – Book Building

No provision for book building Explicitly refers to book building mechanism as the pricing
method, but detailed regulations still to be revealed.

24. Article 131 – Constitutional General Assembly

Requires the attendance of shareholders owning at Valid if attended by shareholders representing 50% of the
least 75% of the capital. capital of the company.

25. Article 143 – The Composition of the Board of Directors

A minimum of three members and a maximum of 15. A minimum of three members and a maximum of 11.

26. Article 144 – Election of Board Members/Expert board members

Normal voting Cumulative voting.

27. Article 151 – Nationality of Board Members

Majority of board members and the chairman should Majority of board members and the chairman should be
be UAE local nationals. UAE local nationals.

28. Article 156 – Board Meetings

Not addressed. At least four times a year.

29. Article 170 – Voidance of resolutions

Not addressed. Proceedings for annulment are time barred on the expiry of
60 days from the date of adopting the resolution contested

30. Article 172 - General Assemblies Invitation

21 days that may not be shortened. 15 days before the date of the meeting or less than 15
days if 95% of the shareholders agree.

31. Article 193 – Issued and Authorized capital

The capital of PJSC shall be AED 10 million, and the The issued capital of PJSC shall be AED 30 million.
concept of “authorized” capital is not addressed. Authorized capital may not exceed twice the value of the
issued capital.

32. Article 197 - Sale of Rights Issue

Shareholders have preemption rights to subscribe for Shareholders are allowed to sell their rights issue.
their company’s capital increase (Rights Issue).

33. Article 207 – Nominal Value of the Share

The nominal value of the share is to be paid within five The nominal value of the share is to be completed within
years from the date of incorporation. three years from the date of incorporation.

34. Article 215 – Restrictions on the Transfer of Shares

Lockup period of two years provided for. Lockup period of two years provided for.

35. Article 222 – Financial Assistance

Not addressed Financial assistance is not allowed.

36. Articles 223/224 – Strategic Investor

Not addressed Allows companies to increase its capital and allot the newly
issued shares to a Strategic Investor (i.e. an investor from
a related industry sector to the company’s own) without
applying the preemption rights of the existing shareholders
to subscribe in the capital increase in question.

37. Article 225 – Debt Capitalization

Not addressed May convert debt to capital.

38. Article 226 – Employees Share Scheme

Not addressed Explicitly addresses the possibility of issuing employees

incentive share scheme.

39. Article 255/256 – Private Joint Stock Companies

Not less than three with a capital not less than two Not less than two with capital not less than five million
million Dirhams. Dirhams.

Not addressed PrJSC may be incorporated by a sole founder.

40. Article 264 – Lockup Period

Two financial years. One financial year.

41. Articles 266/269/272 – Introduction of New Corporate Status

Not addressed Holding companies, subsidiaries, investment funds.

24 Law Update
 Corporate Commercial

CORPORATE GOVERNANCE
The Capital Markets Authority (the “CMA”) Second rule: Establish clear roles and
has recently issued resolution no. 25 of responsibilities
year 2013, dated 27 June 2013, covering
the Corporate Governance Rules (the The company shall outline in detail the
WASSIM SASSIA “Resolution”) for companies subject to the tasks, responsibilities and duties of
Kuwait CMA. The Resolution is effective from the each member of the board of directors
[email protected] date it was issued. and executive management, as well as
the powers and authorities delegated
The rules comprehensively cover all to the executive management. The
of the aspects of the functioning of a board of directors shall form specialized
corporate entity, including but not limited independent committees, in order to
to, composition of the board, selection assist it to perform the tasks entrusted to
criteria of constituent members, risk it.
management and corporate social
responsibility. In summary, the rules Third rule: Recruiting highly qualified
promote to improve talent, transparency, candidates for the board of directors and
reporting accuracy, performance, risk senior management
governance, and instill accountability and
fair dealing with all stakeholders of an The board of directors shall form a
organization committee whose main role is to
prepare recommendations for the board
The following is a review of the corporate of directors in connection with all the
governance rules (the “Rules”) and the required nominations. Furthermore,
principles of which they comprise. the board of directors shall form a
remuneration committee, whose main
First rule: Strengthen board competition role shall be to define the policies and
regulations regarding compensation and
The majority of the board of directors shall remuneration.
consist of non executive members, as
well as independent members, who enjoy Fourth rule: Safeguarding integrity in
complete independence.This permits financial reporting
them to make decisions without being
exposed to undue pressures. The board Written undertakings shall be submitted
of directors shall regulate its businesses by the board of directors and executive
and allocate sufficient time to undertake management for the soundness and
the tasks and responsibilities entrusted to impartiality of the financial reports
it. prepared about the company. The board

Law Update 25
Corporate Commercial

of directors shall form an internal audit committee, whose main Tenth rule: Encourage enhanced performance
role shall be to ensure the soundness and impartiality of financial
reports and internal audit systems. The external auditor shall The company shall develop mechanisms to allow each member
be independent and impartial be professionally comptenet, of the board of directors and executive management to participate
experienced and have a good reputation. in training programs and courses on regualr basis.

Fifth rule: Robust systems of risk management and internal The company shall develop the systems and mechanisms to
control evaluate the overall performance of the board of directors, as
well as the performance of executive management.
The company shall have an independent department for risk
management, to determine, measure and follow up the risks to The board of directors shall constantly ensure the significance
which the company is exposed. The board of directors shall form of institutional value creation among the company personnel,
a risk management committee, whose main role is to develop risk by constantly working to achieve the company’s strategic
management policies and regulations, in line with the company’s objectives, enhance performance rates and comply with the
risk tolerance. The company shall ensure the sufficiency of its laws and instructions, particularly governance rules.
internal control and audit systems.
The board of directors shall form a committee on governance Eleventh Rule: Importance of social responsibility
applications, whose main role is to develop the governance
framework. The same committee shall guide and supervise its The company shall develop the mechanisms that ensure balance
implementation, along with any changes when required. between the company objectives and the community objectives,
and shall outline the programs and mechanisms which assist to
Sixth rule: Promote ethical standards and responsible conduct manifest the company’s efforts in the community.

The company shall develop a code which comprises the The above eleven Rules are subject to supervisory requirements
standards and criteria of professional behavior and ethical by the Corporate Governance Department Control Sector of the
values. The board of directors shall outline the policies and CMA, which shall be furnished on a quarterly basis with proof
mechanisms to limit events of conflict of interests, and the indicating execution of the requirements set out under the Rules,
handling of them when they arise. as well as the organisational structure approved by the company
board of directors.
Seventh rule: Ensure timely and high quality disclosure
The Rules shall be complied with no later than 31 December
The board of directors shall develop quality disclosure and 2014, taking into consideration that the company should
transparency policies and regulations. immediately apply any principle or requirements set out under
these Rules of a binding statutory character, whether according
The board of directors shall regulate the disclosures of the to the CMA Law, executive regulation or the Companies Law and
board of directors and executive management members. The its executive regulation.
company shall disclose in a precise and detailed manner the
remuneration offered to members of the board of directors and Moreover, the CMA is entitled to request any additional
executive management, whether in cash benefits or advantages. information or data it deems necessary in order to ensure the
The company shall develop the infrastructure for information extent of compliance with all the requirements and conditions set
technology and rely on it widely for disclosure processes. out under these rules.

Eighth rule: Respect the rights of shareholders Non-compliance of these Rules shall expose the violator to
disciplinary accountability, in accordance with the CMA Law and
The company shall determine the general rights of shareholders its executive regulation.
and ensure justice and equality between them. The company
shall encourage shareholders to participate and vote in the
company’s general assembly meetings.

Ninth rule: Recognising the legitimate interests of stakeholders

The company shall develop systems and policies which ensure

protection of stakeholders rights, and encourage stakeholders to
participate in following up the company’s various activities.

26 Law Update
Law Update 27
Technology, Media & Telecommunications

ANITA SIASSIOS SANA SALEEM

TMT TMT
[email protected] [email protected]

REMOVING CONTENT FROM

SOCIAL MEDIA SITES

28 Law Update
 Technology, Media & Telecommunications

Social networking sites (otherwise known which include matters related to the necessary rights to use, copy
as “social media”) including Facebook, religion, privacy and advertising. and share the content. Facebook’s
Twitter, Pinterest and Instagram are terms of use stipulate that users may
widely used by individuals to share In this article, we highlight some issues not post content that infringes on
their lives. More recently, the increased that users of social media may encounter intellectual property rights. Pursuant
popularity and potential audience-reach at any given time and mention ways to to Facebook’s terms of use, copyright
of social media has influenced corporate get the content removed from the social holders are entitled to report users in
entities to use social media to promote networking platform. It is important to violation of these rights to Facebook
their businesses and communicate with bear in mind, however, that this may not and Facebook is obliged to promptly
customers. always be possible and will usually be remove any offending content and
determined by the terms and conditions of terminate the user account if the user
Users of social media must take care to the social media platform. is a repeat offender.
ensure that their use of social media does
not violate the laws of the UAE. Generally, • Privacy - The use of social media • Unlawful Behavior - Unlawful
content that is contrary to such laws may by individuals and companies raises behavior can include financial fraud,
be actionable and subject to removal from privacy concerns. Individuals often harassment, sedition and religious
the social networking sites. post photographs of themselves and condemnation. If a user is found to
their family and friends on Facebook be engaging in unlawful behavior,
We have previously written articles on the and Instagram to share their lives. It is social networking sites (Facebook
content regulatory framework in the UAE important for individuals who use this and Twitter, for example) can involve
and the use of social media in the UAE, medium to take care that no private law enforcement officials in the
however in summary, the key laws and and inappropriate content is posted matter and shut down the user’s
regulations are: on these networking sites that would account. In recent months, a number
then give rise to an aggrieved person of Facebook and Twitter accounts in
1. Federal Law No. 15 for 1980 seeking to have the content removed. the UAE have been closed down by
concerning Publications and Companies often use Facebook authorities subsequent to complaints
Publishing (“Printing and Publications and Twitter to stay connected with of unlawful behavior.
Law”) – The Printing and Publications clients and customers. There have
Law covers all forms of published been instances where an employee Depending on the facts of each matter,
content and sets out matters that responsible for their employer’s there may be actions that can be taken
may not be published, which include profile on these networking sites at law and with the public prosecutor
matters related to religion and has accidently posted confidential in relation to each of the above. Users
politics, national security, individual content or posted comments which of social media must therefore keep in
rights, and public morals. offend others. Companies who use mind that although their posts may seem
this medium should monitor the temporary and trivial, the consequences
2. Federal Law No. 5 of 2012 (“Cyber content put online on their behalf, can be quite the opposite.
Crime Law”) – The Cyber Crime and issue guidelines so as to ensure
Law is a comprehensive piece of that such incidents do not occur. For
legislation on combatting cyber- an aggrieved person trying to remove
crimes. Most relevantly, it criminalizes the content, they need to refer to the
the publication of information/ terms and conditions of the social
photographs online for the purpose media platform to see how the
of violating the privacy of individuals. content can be removed.

3. The Dubai Technology and Media • Defamation - Care must also be taken
Free Zone (TECOM) Codes of to ensure that no defamatory content
Guidance 2003 (“TECOM Codes”) is posted onto these sites because
– The TECOM Codes apply to this could lead to civil or criminal
broadcasters and publishers liability. Such content could include
operating in the Dubai Technology posting secret information about
and Media Free Zone and sets outs others without their consent (even if
standards for published content, such information is true), or posting
which include matters related to photographs without the consent of
public morals, religion, violence and the subject of the photograph.
illicit substances.
• Intellectual Property - Content
4. Abu Dhabi Media Zone Authority posted on social networking sites
(twofour54) Content Code should not infringe the intellectual
(“twofour54 Code”) – The twofour54 property rights of a third party. For
Code applies to broadcasters and example, when posting content on
publishers licensed in Abu Dhabi’s Facebook (links to YouTube videos,
media free zone. The twofour54 Code for example) care must be taken to
sets out rules for published content, ensure that the user has obtained

Law Update 29
 Banking & Finance
Judgment

MAMOON KHAN ARINA GIDWANI

GUARANTEES AS Partner
[email protected]
Banking & Finance
[email protected]

SECURITY IN THE UAE

Lenders often rely on guarantees provided iii. upon discharge of the relevant a guarantor must be initiated within six
by corporations and individuals for third debt, the creditor must deliver to months from the due date of payment.
party debts as a form of security. While the guarantor all necessary papers
both corporate and personal guarantees to enable the guarantor to exercise ALL MONIES GUARANTEE
justifiably provide lenders with some its right of recourse against the
comfort, they do not in themselves create principal debtor. The distinction between specific
a security interest and there are various guarantees and all monies guarantees is
aspects a cautious lender must be aware It is important to note that that unless an important one. Under an all monies
of in respect of such guarantees in the a guarantee is backed by security, a guarantee, a guarantor guarantees any
UAE. lender’s claim on the guarantor will be and all obligations from the principal
unsecured. This could subordinate the debtor to the lender, whether existing
UAE CIVIL CODE lender’s claim to other lenders who have at the time of the guarantee or arising
obtained security from the guarantor in in the future. Lenders should be aware
Guarantees generally fall under the the form of a mortgage or a pledge over that guarantees for ‘all monies’ may
purview of Federal Law No. 5 of 1985 the assets of the guarantor. face issues upon enforcement in the
as amended (‘Civil Code’). Article 1057 UAE, with Article 1061 of the Civil Code
of the Civil Code defines guarantees LIMITATION PERIOD APPLICABLE TO requiring that guarantees must be
as a suretyship with ‘the joining of the GUARANTEES issued with respect to a specified debt
liability of a person called the surety (the or a thing certain in amount. While there
guarantor) with the liability of the obligor Lenders must be aware of the different have been judgments in the recent past
(the principal debtor) in the performance limitation periods in respect of guarantees. where the UAE Courts have recognised
of his obligations.’ Article 1092 of the Civil Code provides and enforced all monies guarantees, the
that ‘If a debt is due, the creditor should application of such judgments is limited.
Most importantly for lenders, the Civil claim the debt within six months from the
Code in relation to guarantees provides date on which it fell due, and otherwise the DUE DILIGENCE OF GUARANTOR’S
that: guarantor shall be deemed to have been ASSETS
discharged.’ There have been different
interpretations of Article 1092 of the Civil All lenders must undertake the necessary
i. the obligation of a guarantor is
Code and its application. The Supreme due diligence prior to the execution of
incidental to the obligation of the
Court in Abu Dhabi has interpreted a guarantee in respect of the nature
principal debtor. Any discharge of
Article 1092 to apply to guarantees with of the guarantor’s assets. In terms of
the principal debtor’s obligations
respect to civil transactions only and has enforcement, it is important to note
may, therefore, result in the
found that the time bar does not apply to that UAE law does not recognize the
guarantee no longer being valid;
guarantees in commercial transactions, concept of ‘self help remedies’. As such,
ii. if the principal debtor becomes particularly where the beneficiaries are guarantees in the UAE must be enforced
bankrupt, the creditor must prove banks and financial institutions. In such through a process led by the UAE courts.
its debt in the bankruptcy, failing cases, the Supreme Court has held that The lender will require an attachment
which it will lose its right to claim the applicable time bar is ten years. By order, either prior to commencing
against the guarantor to the extent contrast, in Dubai, the Court of Cassation substantive legal proceedings or once
of any sums which the creditor considers a guarantee a civil obligation a final judgment has been obtained, in
might have received had it proved and has ruled that Article 1092 applies order to recover the monies due under
such debt in the bankruptcy; and to all guarantees and a claim against the guarantee. In order to increase the

30 Law Update
 Banking & Finance

expediency of the attachment process,

lenders should conduct the necessary
due diligence and obtain all details of the
unencumbered assets of the guarantors,
including but not limited to funds in
bank accounts, real estate properties,
immoveable properties, vehicles, shares/
stocks etc. The advantage of identifying
the assets is that it would assist the court in
an expedient issuance of the attachment
order and such order will prevent the sale
of such assets pending the final judgment
(noting public searches are difficult in the
UAE).

If a lender is unable to acquire the relevant

details in respect of the guarantor’s
assets, the attachment process can be
drawn out until the court can ascertain
the extent of the guarantor’s assets.
While the final result is the same, ie the
ring-fencing of the guarantor’s assets in
favour of the lender, the process is more
cumbersome and time-consuming when
the guarantor’s assets are not identifiable.

Furthermore, the location and value the death of and naming the survivors The next step is for the lender to file
of the guarantor’s assets should play of the deceased (‘Death Declaration’) in substantive legal proceedings at the Court
a key role in choice of governing law of respect of the guarantor and to conduct of First Instance against the guarantor
the guarantee. It would be of little value any proceedings relating to succession. claiming the outstanding amount under
to obtain a UAE law guarantee from an Once the Death Declaration is obtained, the guarantee (within eight days from the
individual or legal entity whose assets are any of the potential heirs may apply to date on which the assets of the guarantor
located in a foreign jurisdiction where UAE the Shariah Court to institute succession are attached, if applicable). Substantive
law may not be recognized or there is no proceedings, which will only be necessary legal proceedings usually last between
reciprocity on enforcement of judgment if the deceased has assets in the UAE. 8 to 10 months if no defences are raised
with that jurisdiction. by the guarantor. If the guarantor raises
Under Article 275 of the Personal Affairs any defences, the Court may appoint
Additionally, lenders must be prepared Law the creditors of the deceased would a financial expert (usually a chartered
to undertake periodic monitoring of the have priority over any other distribution accountant) to determine the financial
guarantor’s assets as the provision of a except for any burial expenses. Once the issues arising out of such substantive
guarantee does not prevent a guarantor lender is aware of the Death Declaration proceedings. In such cases, proceedings
from transferring ownership of their assets and the distribution of assets it must may last for as long as two years.
or disposing of their assets in entirety. immediately file proceedings against the
estate and the heirs as the case may be Once the final judgment is obtained by the
PERSONAL GUARANTORS to exercise its rights under Article 275 in lender the case will be transferred to the
its capacity as creditor. Execution Court for the liquidation of the
Lenders should be aware that claims guarantor’s assets and any funds realized
against a personal guarantor will need ENFORCEMENT OF GUARANTEES from such liquidation of assets will be paid
to be brought against the personal to the lender to the extent of the liability
guarantor’s estate in the event that the Lenders must be aware of the overall under the guarantee. Any surplus would
personal guarantor passes away. The enforcement process with respect to revert back to the guarantor.
general legal position relating to probate guarantees and the time required for
and inheritance is covered by the UAE a final judgment. A lender seeking to CONCLUSION
Federal Law No. 28 of 2005 concerning enforce a guarantee is required to have
personal affairs (‘Personal Affairs Law’) first notified the guarantor of the default While there are various factors for lenders
which governs how the estate of a UAE of the primary obligor by serving a legal to consider before relying on a guarantee
resident or national will be managed upon notice in accordance with the terms as a form of security, guarantees should
the death of the individual. and conditions of the guarantee. A not be dismissed altogether. A prudent
lender can either file for attachment first lender should consult with legal counsel
Under the Personal Affairs Law, the and later commence substantive legal on the efficacy and suitability of any
Shariah Court in the relevant Emirate proceedings or commence substantive security package to avoid unpleasant
would have jurisdiction to review any legal proceedings immediately. surprises.
application for a declaration declaring

Law Update 31
Construction & Engineering

HANI AL NADDAF SARAH KELLY

Partner, Qatar Qatar
[email protected] [email protected]

DECENNIAL LIABILITY IN QATAR:

A CONTRACTOR’S ADVERSARY
Decennial liability is a strict form of countries – have codified decennial liability to local law (including decennial liability),
liability imposed by law on construction in their civil laws; the position in Qatar is the position is less clear where the
contractors and design professionals for set out at Articles 711 to 715 of the Civil parties have chosen to have their contract
the total or partial collapse of buildings Code (Law No. 22 of 2004). governed by the laws of another jurisdiction
they designed and/or constructed, or for - which law may not recognise the concept
the discovery of latent structural defects However, despite the topicality of this of decennial liability, or may not consider it
which imperil the safety or stability of such issue, and notwithstanding the high to be of mandatory application.
buildings, for a period of ten years after levels of commercial sophistication and
their completion and handover. industry experience they likely possess, • Parties Responsible
foreign contractors entering the Qatari
CONCEPT ORIGIN AND RATIONALE market are often ignorant of the potentially Depending on the type of defect and the
devastating implications of decennial extent of their respective involvements in
The concept of responsabilité décennale liability. Accustomed to standard forms the particular project in question, decennial
originated in the French Civil Code of contract, such as FIDIC or JCT, and to liability can apply to main contractors,
and evolved from a desire to protect being obliged to address issues arising design consultants (architects) and those
building owners, who could not ordinarily during the defects liability period following acting in a supervisory capacity (such
be expected to possess the technical practical completion, contractors may not as engineers and project managers). As
expertise required to identify defects realise that their existing risk management liability is imposed on a joint and several
in design or construction at the point of structures are often insufficient to cover basis, the building owner can proceed
delivery of a project, particularly where their potential exposure under decennial against any or all of the parties involved for
such defects are latent. liability, nor has the significant cost of the full amount of the claim. Accordingly,
insuring against that risk been priced if one such party becomes insolvent, the
BENEFITS TO OWNERS, RISKS FOR into their tender for the works in Qatar. other(s) will shoulder the burden of making
CONTRACTORS Where the contract and the structure it good all damage incurred by the owner as
produces are of high value, the application a result of the defect(s).
As we will see below, decennial liability is of decennial liability could pose a
a form of strict liability and, accordingly, catastrophic threat to the liquidity of However, a design consultant having no
offers significantly more security to real even the most prominent of international involvement in the execution or supervision
estate investors than collateral warranties, contractors. of the works will be liable only for defects
which will only be triggered by breach or attributable to his design. Architects who
negligence on the part of the contractor. FAST FACTS undertake to approve a contractor’s shop
Furthermore, the breadth of the pool of drawings should be mindful of the risk that
potential defendants lessens the risk • Projects Covered such activities may represent involvement
that an owner or investor would be left in contract administration. Similarly,
out of pocket in the event that defects Decennial liability applies to all buildings contractors will be excused from liability for
are discovered after one of the parties and fixed installations constructed in pure design defects, but only where those
involved in the construction is adjudged Qatar. Interestingly however, while defects would not have been apparent
insolvent. Many civil law jurisdictions contracts having a Qatari State entity as to a competent contractor exercising
worldwide – including most Middle Eastern employer will in most instances be subject due diligence in the performance of his
obligations.

32 Law Update
 Construction & Engineering

However, contractors or project of generators, constructed on a phased mandatory and failure to carry appropriate
consultants may not seek to avoid the basis – decennial liability will attach to cover is punishable by law; this is not
imposition of decennial liability on the each part separately; if they are linked, the the case in Qatar, where insurance
basis that fault in relation to the relevant ten year period will begin to run from the requirements are primarily governed
defect(s) lies with a sub-contractor or sub- delivery of the final phase. by the contract. However, in light of the
consultant. risks outlined above, contractors and
The prescription period for filing claims on consultants considering entering the
• Owners’ Options the basis of decennial liability in Qatar is Qatari market should be acutely aware
three years from the date of occurrence of any shortcomings in the scope of
Building owners with a claim for decennial of the collapse or actual discovery of the the protection offered by their existing
liability may demand specific performance defect. Thus, in theory, a contractor or insurance policy.
by the contractor or designer of his consultant could find themselves facing
obligations to repair or rebuild the structure, a claim under decennial liability some Of particular concern to architects and
or the damaged part thereof. Alternatively, thirteen years after practical completion of engineers is that fact that traditional
with the permission of the Court (required the works. Professional Indemnity insurance
in all but urgent cases), the owner could policies are usually invoked where there
opt to perform the necessary remedial If the contractor carries out repairs to any is negligence on the part of the insured –
works himself (or to engage a third party defect discovered during that initial ten rather than having a broader ‘legal or civil
to do so), and could then recover from the year period, his liability in respect of that liability’ trigger - and thus do not cover
original contractor or designer the monies element of the structure which required decennial liability.
expended. As such, actual loss and repair or reinforcement will remain in force
any loss of profit incurred will always be for a further ten years from completion of For their part, contractors looking to add
recoverable, provided same is a direct and those remedial works. decennial liability to the laundry list of risks
foreseeable consequence of the defect(s) insured under their standard Contractors’
at the time of entering into the contract – • Other Salient Points All Risks policy may be met with a hefty
for example, personal injuries suffered by upwards adjustment of their premium, in
a building’s occupants as a result of its Decennial liability attaches addition to higher deductibles, extended
collapse, or a retail outlet’s loss of profit notwithstanding that the collapse or defect limitation and exclusion clauses and
due to temporary closure. resulted from geotechnical deficiencies, stricter reporting requirements. Project-
such as poor soil quality or subsidence. specific cover may be available, but often
• Burden of Proof Contractors are therefore advised to carry at a prohibitive cost and on the condition
out thorough site investigations prior to that the insurer becomes intimately
Liability is strict, meaning that the commencing work. involved with activities on site during the
occurrence of damage or discovery currency of the works. There have been
of a defect generates an automatic The fact that the building’s owner approved some developments in recent years in
presumption of liability, and there is no or supervised the design or method of relation to the availability of latent defects
onus on the owner/employer to prove fault construction, or accepted delivery of insurance; contractors availing of such
or negligence on the part of the contractor. the building (even with knowledge of the cover should ensure that it is properly
existence of defects), will not protect the maintained for the full period of liability.
• Limitation or Waiver of Liability contractor, unless he can establish that the
owner has technical knowledge or industry CONCLUSION
As decennial liability is a mandatory experience to equal or better his own.
provision of Qatari law, any contractual Thus, if faced with persistent instructions Of course, harmonisation of the
attempt to limit its scope or exclude or from an employer to perform the work in approaches of different jurisdictions to
waive its application will be void and a manner which the contractor knows or liability for latent defects would provide
unenforceable as a matter of public policy. believes to be ill-advised, the latter should greater certainty for construction industry
However, in accordance with general refrain from acquiescing to the former’s participants, may reduce the need for
principles of Qatari law, once the collapse demands, as the employer’s consent will extensive collateral warranties, and would
occurs or the defect is discovered – and not necessarily protect the contractor from drive down the cost of insuring against such
the right to claim for the resulting damage the imposition of decennial liability later liability, whilst weeding out serial offenders
has crystallised – the building owner can on. from the market. However, unless and
then validly waive that right. until such time as a consistent approach
Of course, no liability will attach where the is adopted internationally, contractors
• Liability and Prescription Periods damage to the building or structure was and consultants of all disciplines eyeing
caused by an extraneous event, such as the opportunities presented by Qatar’s
The liability period commences at project an event of force majeure. booming construction market would be ill-
handover, and runs for the lesser of ten advised to underestimate the potentially
years or the intended life cycle of the MANAGING THE RISK THROUGH far-reaching implications of decennial
building or structure. If various individual INSURANCE liability.
elements of a project are capable of being
operated independent of one another In France and Egypt, on whose Civil This article first appeared in the June 2013
– such as may be the case with regard Codes Qatar’s own law is modelled, edition of Ta’ameen Qatar magazine.
to a power plant consisting of a number specific insurance for decennial liability is

Law Update 33
Transport

TARIQ IDAIS
Transport/Insurance
[email protected]

CIF CONTRACTS
IN INTERNATIONAL SALES OF GOODS

A Cost, Insurance and Freight (CIF) contract is an agreement to event of loss, the purchaser must pay the price on tender of the
sell goods at a price inclusive of the cost of the goods, insurance documents and his remedies, if any, will be against the carrier
coverage and freight. Article 141 of the UAE Commercial as per the bill of lading or against the underwriter as per the
Transactions Law (Federal Law 18 of 1993) states: ’A CIF sale insurance policy, but not against the vendor under the contract
is one concluded against a lump sum price covering the price of sale. If the purchaser refuses to pay against the documents
of the item sold, the maritime insurance charges and freight by without any legitimate reason, he shall be liable to compensate
vessel to the port of destination.’ the vendor for damage that may result, as per Article 150 of the
Commercial Transactions Law.
This article explains the essential features of a CIF contract. A
CIF contract requires the vendor to ship at the port of shipment English case law, which forms the basis for many international
the agreed goods in the underlying contract of sale, to procure shipping contracts, has established that it is irrelevant whether
a contract of carriage (bill of lading) under which the goods will both buyer and seller knew of the loss of the ship before the latter
be delivered to the agreed destination, to arrange for insurance tendered the documents; the buyer must pay the price. Hence,
which will be available for the benefit of the purchaser, to make the vendor can tender the documents even though he possesses,
out a commercial invoice and finally to tender these documents at the time of tender, actual knowledge of the loss of the ship
to the buyer who must be ready and willing to pay the price of or the goods. Consequently, in the event of loss, the purchaser
the shipped goods. In such a case, the title of the goods may will receive the documents rather than the goods for which he
pass either on shipment or on tender of the documents. The contracted. Even if the purchaser had already paid the price,
risk generally passes on shipments or as from shipments, but he cannot demand its return. In addition, a vendor under a CIF
possession does not pass until the documents which represent contract for the sale of goods who has shipped the agreed goods
the goods are handed over in exchange for the price. As a result, under a clean bill of lading and obtained the proper documents,
the buyer, after receipt of the documents, can claim against the can tender those documents to the purchaser notwithstanding
carrier for breach of the contract of carriage and against the he knows at the time of such tender of the loss of the goods.
underwriter for any loss covered by the policy.
Under a CIF contract, the vendor performs his obligations by
Under a CIF contract, the purchaser is obliged to pay against the tendering the documents to the purchaser. He is not obliged to
tender of a clean bill of lading that covers the goods contracted deliver the goods to the agreed destination but he is under a
to be sold, an insurance policy and a commercial invoice that negative duty not to prevent the goods from being delivered to
shows the price. The purchaser is obliged to pay against the the purchaser at their destination. This might done by preventing
tender of the documents notwithstanding of fact that the goods the carrier from delivering them to the purchaser or by sending
have been lost or damaged at sea after the shipment. In the them to a different destination. However, if the contract contains

34 Law Update
 Transport

a clause that imposes on the vendor an obligation to deliver the delivered, there was a total failure of consideration. Here it can
goods to the agreed destination, it is not considered as a CIF be said that if the seller in the Julia case had chosen to tender
contract, even if the letters of ‘CIF’ appear in the contract. Not a bill of lading, he would have performed his obligations and it
every contract which is expressed to be a CIF contract is such. would have been a CIF contract.
Article 155 of the Commercial Transactions Law states that ’a
contract which contains such conditions as will render the seller Further, if a contract gives the purchaser the option of tendering
liable for the perishing of the goods after shipment, or makes documents or goods, it is not a CIF contract, so the seller is not
the performance of the contract conditional on the safe arrival of bound to tender the documents. A true CIF contract does not
the vessel, or which vests the buyer with an option to accept the give the seller this option; the seller must tender the documents
goods according to the contract or according to the pro-forma and cannot perform by instead tendering goods alone.
delivered to him at the time of contracting, shall neither be a CIF
nor a FOB sale, but shall be deemed to be a sale conditional CONCLUSION
upon delivery at the place of arrival.’
In light of the above, it can be concluded that under a CIF contract
In a CIF contract, the documents which must be tendered by the the purchaser cannot refuse the documents and demand from
vendor to the purchaser will include a bill of lading. However, the vendor the actual goods. Nor can the vendor withhold the
the contract may stipulate for tender of a delivery order or give documents and tender the goods. Furthermore, the performance
the vendor the option of tendering a delivery order. It has been of a CIF contract is fulfilled by delivery of the documents and not
recognised, since the English case of Re Denbigh Cowan & by the actual delivery of the goods by the vendor. Accordingly,
Co and R Atcherley & Co [1921] 90 LJKB 836, that the mere it has been argued that a CIF contract is not a sale of goods but
substitution of a delivery order for a bill of lading under the terms a sale of documents. As a result, the feature of an ordinary CIF
of the contracts does not impart any obligation to deliver the contract is to be fulfilled by delivery of the documents and not by
actual goods, so as to prevent the contract from being a true the actual physical delivery of the goods by the vendor. On the
CIF contract. Nevertheless, in another English case, The Julia other hand, it could be argued that although under CIF contracts
[1949] AC 293, a contract for the sale of rye ‘CIF Antwerp’ gave shipping documents are very important for the performance of
the seller the option of tendering bills of lading or delivery orders. these contracts, CIF contracts cannot be deemed as a sale of
The seller shipped the rye in bulk and tendered a delivery order documents. Otherwise Book Two, Part Two, Chapter Two of the
in respect of a quantity smaller than the entire shipment. This Commercial Transactions Law, which deals with the ‘certain
order was directed to the seller’s agent in Antwerp. Accordingly, types of commercial sales’ including CIF contracts, would not
it was held that the contract was not a CIF contract but one for govern such contracts.
the delivery of the goods in Antwerp. As the goods were not so
Get to Know

A moment with
Stephen Forster
Partner & Head of Abu Dhabi Office

In the spirit of the Holy month of Ramadan, we focus on charity, goodwill and the need
to help those less fortunate than ourselves. Stephen Forster, Head of Al Tamimi’s Pro
Bono Committee, talks about the importance of giving back to the communities in which
we operate and having a positive impact on those we are able to help.

The Al Tamimi Pro Bono Committee was formed in November 2011 and was the brainchild of Founding Partner
Essam Al Tamimi. Both Essam and Managing Partner Husam Hourani are driving forces behind the initiative and
their vision of providing legal services to disadvantaged individuals and charitable organisations is one that Stephen
wholeheartedly believes in.

To establish the programme, a committee was formed comprising of lawyers in the firm with an interest in pro
bono work with Stephen as its Chairman. “We recognise the positive benefits not only to those receiving our
help but also to the personal and professional development of the lawyers involved,” says Stephen. Al Tamimi
lawyers see it as both their responsibility and a privilege to be able to use their skills, training and experience to
provide legal services to those whose interests would otherwise remain unrepresented and this is something the
firm is keen to support.

36 Law Update
 Get to Know

“We actively encourage our lawyers to become involved in pro bono initiatives” says Stephen,
“We see it an as essential part of our professional responsibility and it allows them to work
together while making a difference to the communities in which they live and work.”

Al Tamimi lawyers have donated and devoted their time to approximately 20 pro bono projects
across a number of practice areas including employment, arbitration and IP in the past 18 months,
acting for disadvantaged individuals who would not otherwise have access to legal services.
However, the firm is still keen to do more and has a targeted plan to raise awareness of the
services on offer and help ensure that the programme reaches even further to those in need.

“The Pro Bono Programme is also designed to help charities and institutions whose aim is to help
the disadvantaged, particularly if the institution is not very wealthy and/or tries to distribute as
many of its funds as possible to help the disadvantaged,” explains Stephen. “We are therefore
putting together a list of such organisations with a view to going to visit them to make them aware
of our services. “

In addition to the firm’s own pro bono work, Al Tamimi lawyers from the firm’s litigation
department are also actively involved in the pro bono programmes run by Dubai Courts, the Abu
Dhabi Courts and the DIFC Courts, whereby they provide free initial counsel to individuals before
proceeding with litigation. Ahmed Allouz, Partner and Head of Litigation (Dubai), says it is an
“honour” to be of service to the community in this way.

“A man’s true wealth is the good he does in this world.”

— Prophet Muhammad (PBUH)

It is said that one of the most meaningful forms of giving is the giving of our time and our talents.
It is with this in mind that Al Tamimi is proud of our pro bono programme and our commitment
to improving the lives of individuals in our communities who are in need. The Holy month of
Ramadan and all it teaches about charitable giving serves as a reminder to us all of the importance
of helping others.

If you know of any organisations that may need our services or an individual in need of legal
assistance, please do contact us. The Pro Bono Committee looks upon all applications sensitively
with a view to trying to help if it falls within the terms of the programme.

Law Update 37
Intellectual Property

MAJOR ANTI COUNTERFEIT

ACTION IN AJMAN

Al Tamimi and Company were instrumental in arranging for a major police raid on
a warehouse in Ajman on 30 May 2013. The raid was conducted on behalf of our
clients Wahl Clipper Corporation and Wahl GmbH, the owners of the well-known
brands WAHL and MOSER for hair clippers and shavers.

We received information from our client on the availability of counterfeit products

bearing the WAHL brand in a warehouse in Ajman. Acting on this information,
Al Tamimi and Company conducted further investigations and identified more
details of the warehouse and the available counterfeit products.

Upon the confirmation of the availability of the counterfeit products, a complaint

was immediately filed with the Ajman Police. Al Tamimi & Company was able to
work with the Ajman Police to arrange a raid of the warehouse on the same day
that the complaint was filed.

The Ajman Police, accompanied by the Al Tamimi & Company team, raided the
warehouse and seized more than 5,600 counterfeit products bearing the brands
WAHL and more than 100 counterfeit products bearing the MOSER brand.

Moreover, during the raid the son of the owner of the warehouse attended at
the warehouse. The fact that this person was involved in dealing with counterfeit
products was brought to the attention of the police officers and after the police
obtained the required permission, the person was arrested immediately.

The warehouse located in Ajman was related to a company with its main business
in Dubai. Indications are that many businesses in Dubai use warehousing facilities
in other emirates. It should be encouraging to brand owners that the enforcement
authorities in Ajman have been very cooperative in taking actions in the fight
against counterfeiting in the Emirate.

Al Tamimi and Company’s Intellectual Property Department continues to works

with the enforcement authorities in the various Emirates in order to effectively
protect our clients’ valuable intellectual property rights.

RASHA AL ARDAH
Intellectual Property
[email protected]

38 Law Update
 Intellectual Property

IRAN BECOMES NEW

MEMBER OF PCT
The Islamic Republic of Iran has become the latest member to join the
WIPO administered Patent Cooperation Treaty (PCT). Iran deposited its
instrument of ratification on 4 July 2013 and will be bound by the PCT
from 4 October 2013. Accordingly, this entitles Iran to be automatically
designated for any international patent applications filed on or after
4 October 2013. As Iran will be subject to Chapter II of PCT, it will also
be automatically designated in any demand for international preliminary
examination which has been filed by an Applicant from 4 October 2013
onwards. The nationals and residents of Iran will also be allowed to file
DIVYA RAJESH international applications from 4 October 2013.
Intellectual Property
[email protected]
Iran has now become the 148th contracting state of the PCT and the 13th
country in the Middle East and North Africa (MENA) region to accede to
the PCT. Other countries in the region include Algeria, Bahrain, Egypt,
Libya, Morocco, Oman, Qatar, Saudi Arabia, Sudan, Syria, Tunisia and
the UAE.

Iran has been a member of the Paris Convention for the Protection of
Industrial Property since 1998. Iran is also signatory to various WIPO
treaties related to intellectual property rights such as the Madrid Agreement
and Madrid Protocol for Trademarks, Locarno Agreement for International
Classification of Industrial Designs, Lisbon Agreement for the Protection
of Appellations of Origin and their International Registration and the
Strasbourg Agreement concerning the International Patent Classification.
Intellectual Property

40 Law Update
 Intellectual Property

ANTI-COUNTERFEITING ACTION TAREK ABU MARIAM

IN KUWAIT
Kuwait
[email protected]

Like in many other jurisdictions in the Middle East, trade in that is responsible for the specific area where the infringement
counterfeit goods in Kuwait poses a significant challenge is taking place.
for brand owners. At this time, there is still no formal process
available to brand owners to record their valuable trademarks Al Tamimi & Company recently assisted a manufacturer of a
with the customs authorities in Kuwait in order to address the well-known brand of mobile and smart phone handsets in filing a
importation of counterfeit goods at the borders of the country. complaint with the CCD and in conducting a very successful raid
This means that the ability to take effective action against the against an establishment offering counterfeit handsets for sale.
trade in counterfeit goods within the market in Kuwait is of critical This particular matter commenced when Al Tamimi & Company
importance. received information from a client’s distributor on the sale of
suspected counterfeit goods. Al Tamimi & Company supported
In addition to the regular civil and criminal proceedings that the client in preparing and filing the required complaint, and
a brand owner may bring against counterfeiters in order to followed up on the complaint and accompanied the CCD on the
enforce their intellectual property rights, the Commercial raid.
Control Department (the “CCD”) at the Ministry of Commerce
and Industry in Kuwait provides a highly effective administrative The CCD conducted the raid and found approximately 240
mechanism through which enforcement actions can be taken. counterfeit mobile phone and smart phone handsets with an
The CCD is the government authority within the Ministry of estimated value of more than US$ 35,000. The counterfeit
Commerce and Industry in Kuwait that is responsible for inter goods were seized by the CCD and the CCD also obtained an
alia protecting intellectual property rights within the market. undertaking from the store owner not to deal in the offending
goods again. The powers of the CCD are not limited to seizing
In order for the CCD to take administrative action against a goods and it also has certain investigative powers allowing it to
suspected trader dealing in counterfeit goods, the CCD requires obtain information on the supply and distribution of goods. In
the relevant brand owner to file an appropriate complaint. The this particular CCD action, valuable information regarding the
purpose of the complaint is to provide the CCD with all relevant source of the counterfeit products was also obtained.
details, including that of the target, that of the goods being
counterfeited and the relevant rights that are infringed. The CCD will submit samples of the seized goods, along with the
authentic samples provided by the complainant, to the Criminal
The preparation for a complaint to the CCD should include the Evidence Department of the police to conduct an independent
following: comparison of the goods. The Criminal Evidence Department
shall issue a report on the comparison of the counterfeit and
• The identity of the target dealing in the counterfeit goods; authentic goods and if it confirms that the confiscated products
are counterfeit, the matter will be transferred to the Commercial
• A sample of the counterfeit goods sold or offered for sale Public Prosecutor and the criminal courts of Kuwait. The report
and a receipt of its sale (if this can be obtained); and prepared by the Criminal Evidence Department represents
good evidence that the confiscated goods are counterfeit. As
• A comparison of the counterfeit product with the authentic the criminal prosecution authorities base their decision on
product confirming that the counterfeit product is in fact whether to prosecute on the reports from the Criminal Evidence
counterfeit. Department, there is a very high level of successful prosecution
based on such evidence from the Criminal Evidence Department.
Once the above steps have been taken, a complaint can be filed
with the CCD, providing it with the details obtained in the above The CCD provides an effective mechanism to address the trade
mentioned preparatory steps as well as copies of the certificates in counterfeit goods in the Kuwaiti market with the high level of
of registration for the relevant trade mark rights that are being detail required in complaints playing an important role in the
infringed. Further, it is very important to note that the CCD will criminal prosecution of counterfeit traders. If you require any
also require samples of the authentic products that are being assistance in respect of taking action against counterfeit trade in
counterfeited. The CCD will consider a complaint and refer it Kuwait, please contact Tarek Abu Mariam in the Kuwait office of
for further action to the investigation department within the CCD Al Tamimi & Company at [email protected].

Law Update 41
 NEWS AND EVENTS
AL TAMIMI PRESENTS ON
CONTRACTOR LIABILITY TO
KHARAFI NATIONAL STAFF
Al Tamimi & Company’s Kuwait office was invited by Kharafi National to
present an overview of contractor and engineer liability under Kuwait law
and civil code in sessions that took place on 17 and 24 June 2013. Kharafi ALEX SALEH
Partner
National held training sessions over the course of that week for over 400
Head of Kuwait Office
of their employees in the region. [email protected]

Specific legal topics discussed at the seminar included contract formation,

breach of contract, liabilities, damages and remedies, contractor and
engineer liability, defect warranty and decennial liability. In the first
session, Partner and Head of Kuwait Office Alex Saleh, started with
contract formation and went on to discuss what constitutes a breach of
contract as well as damages and remedies under Kuwait law. Associate
Ramy Shabana then spoke on liabilities of contractors and engineers. PHILIP KOTSIS
Partner Philip Kotsis presented during the second session, in which he Partner
further detailed the topics discussed during the first day of the seminar. Kuwait Office
[email protected]

Due to the success and positive feedback received, the Kuwait office has
been invited back by Kharafi National for a seminar that will be held later
this year. The Kuwait office of Al Tamimi & Company is operated through
a joint venture with Kuwait attorney Yaqoub Al Munayae.

42 Law Update
AL TAMIMI PARTICIPATES IN PRIVATE SECTOR
QATAR’S EVENT ‘BUSINESS INNOVATION: THE
IMPORTANCE OF ICT’
On Monday 10 June 2013, Al Tamimi & Company’s Head of Technology, Media &
Telecommunications Chris Appleby presented at the ‘Business Innovation: The
importance of ICT’ event which took place at the Renaissance Hotel in Doha. Chris
delivered a presentation on the topic of ‘Cyber security and legal framework for
businesses’. The presentation was well received by the audience following the news that
a draft Cyber Crime Law is currently being reviewed in Qatar. The presentations were CHRIS APPLEBY
followed by a networking lunch. This event formed part of Private Sector Qatar’s annual Regional Head of TMT
seminar programme ‘Qatar Success Series’ which is sponsored by Qatar Development [email protected]
Bank and Shell this year.

AL TAMIMI PRESENTS IRAQ-JAPAN

INTELLECTUAL PROPERTY RIGHTS
SEMINAR IN ERBIL
On 9 June 2013, a Japan Intellectual Property rights Seminar took place at
the Erbil Rotana Hotel. The seminar was attended by a number of government
departments in the Kurdish region including the Ministry of Planning, the Quality
Control Department, Trademarks Registry and Customs Authorities. In addition to
the governmental participants from Iraq, representatives from the Japan External
Trade Organization (JETRO), the Japanese Embassy, the Japanese Ministry KHALED SAQQAF
of Economy and various Japanese brand owners also attended. The Japanese Partner
ambassador to Iraq opened the event which provided a platform for the Japanese Head of Jordan Office
[email protected]
brand owners to explain the challenges they face with counterfeiting in the region.
At the same time, some brands owners also used the opportunity to express their
gratitude to the Kurdish authorities for the support they have been providing in
taking effective action against counterfeit goods.

Khaled Saqqaf and Jawad Khalaf also attended the seminar to provide information
on how Al Tamimi & Company has been able to support Japanese brand owners in
the ongoing fight against counterfeiting in the region.
JAWAD KHALAF
Partner
The seminar illustrates the importance of closely working with and supporting Iraq Office
government departments in the fight against counterfeit goods. Al Tamimi & [email protected]
Company has been able to work effectively with the appropriate government
departments in Erbil, Iraq, in order to assist our clients in the protection of their
valuable brands.

Law Update 43
 AL TAMIMI SUPPORTS SMES AT RECENT
TECOM SME BUILDER
Dubai Knowledge Village (DKV) Events was launched in early 2007 with the main
objective of supporting the knowledge-based economy of Dubai and offering a SAMER QUDAH
platform for knowledge and best practices sharing. They assist regional companies, Partner
Head of Corporate
from small businesses to large corporations, to operate more efficiently through
Structuring
targeted event accessibility with industry experts and consultants from DKV. [email protected]

The topic at the recent TECOM SME Builder which was held on 13 June 2013 at the
Dubai Knowledge Village Conference Centre was SME Funding Fundermantals.
Partner and Regional Head of Corporate Structuring Samer Qudah was invited to
attend as the law expert. Samer shared invaluable advice with the delegates with
respect to existing and start-up SMEs and provided them with the key questions
they should consider as a business owner in the UAE.

TRANSPORT TEAM ARRESTS YAZAN SAOUDI

Partner

AIRCRAFT
Regional Head of
Transport & Insurance
[email protected]

On 10 June 2013, Al Tamimi & Company’s Transport & Insurance team ANGERLIQUE
WATKINS
successfully represented the handling services and fuel provider in
Transport &
obtaining an arrest against an aircraft as a result of unpaid dues by Insurance
the aircraft Operator. The arrest application was heard by Abu Dhabi [email protected]
Court of First Instance and can be seen as a groundbreaking result,
one that is likely to serve as a precedent for the Abu Dhabi Courts
when faced with similar facts. SIRI HASHEM
Transport &
The matter was handled by Partner and Regional Head of Transport Insurance
[email protected]
and Insurance Yazan Saoudi, Senior Associates Siri Hashem and
Angelique Watkins and Associate Rami Al-Tal.
RAMI AL TAL
Transport &
Insurance
[email protected]

Samer Qudah, Partner and Regional Head of Corporate Structuring was

interviewed by the Business Breakfast show on Dubai Eye 103.8 about the New
Commercial Companies Law in the UAE. Partner Samer Qudah talked through his
expectations for the New Commercial Companies Law due to be released before
the year’s end and shed some light on the main differences between the draft
new Law and the existing Law, the new concepts which have been introduced SAMER QUDAH
under the draft new Law, the implications of these differences and new concepts Partner
from a legal perspective, and highlighted the practical effect of these concepts and Head of Corporate Structuring
[email protected]
differences.

44 Law Update
CONSTRUCTION AND ENGINEERING TEAM
DELIVERS A SEMINAR ON ENFORCEABILITY OF
HOTLY CONTESTED ISSUES IN CONSTRUCTION
CONTRACTS
On 26 June 2013, Faisal Attia and Euan Lloyd of Al Tamimi & Company’s
Construction and Engineering team delivered a seminar entitled The
Enforceability of Hotly Contested Issues in Construction Contracts at the
Capital Club. FAISAL ATTIA
Construction
& Engineering
The seminar discussed the position under UAE law regarding several [email protected]
key areas in construction contracts (including sub-contracting, payment,
third party rights, exclusive remedies, time-bars, exclusion/limitation
of liability, decennial liability, termination, performance bonds and
dispute resolution). Several practical tips were provided throughout the
presentation and the session was concluded by an interactive session
with the attendees.

The seminar was well received and the attendees included high ranking EUAN LLOYD
officials and directors of construction companies, developers as well as Construction
several government departments. & Enginnering
[email protected]

AL TAMIMI & COMPANY’S JORDAN OFFICE

PARTICIPATES IN WIPO REGIONAL WORKSHOP ON
BUILDING RESPECT FOR INTELLECTUAL PROPERTY
From 25 to 27 June 2013, the World Intellectual Property Organization (WIPO) in
cooperation with the Industrial Property Protection Directorate (Ministry of Industry and
Trade) held a three day workshop in Amman, Jordan. The opening ceremony was followed
by welcome addresses by a representative from the Government of Jordan, Mr. Khaled
Arabeyyat, Director General of Industrial Property Protection; Ministry of Industry and
Trade and Ms. Louise Van Greunen, Director, Building Respect for IP Division; WIPO.

The workshop provided a wealth of knowledge to the attendees. The sessions covered KHALED SAQQAF
ways of combating counterfeiting and piracy along with practical training sessions Partner
and interactive group discussions and shed some light on the effective prosecution of Head of Jordan Office
[email protected]
IP crimes. Partner and Head of Jordan & Iraq Offices Khaled Saqqaf was invited to
speak on the final session “The Way Forward: Strategic Cooperation and Public/Private
Partnerships” where he shared his expertise and valuable insight on protecting IP rights.

Law Update 45
Legislative Update

United Arab Emirates

Ministry of Justice 43rd Year
Issue No. 550
20 Rajab 1434 AH
30th May 2013

Official Gazette
FEDERAL DECREES

42 of 2013 Federal Decree Establishing a State Embassy at the Republic of Ukraine. 11

43 of 2013 Raising the Level of Diplomatic Representation of the State Consulate in 12

the United States of America to the Level of a General Consulate.

44 of 2013 Raising the Level of Diplomatic Representation of the State Consulate in 13

the Republic of Brazil to the Level of a General Consulate.

45 of 2013 Raising the Level of Diplomatic Representation of the State Consulate in 14

the Republic of Italy to the Level of a General Consulate.

46 of 2013 Raising the Level of Diplomatic Representation of the State Consulate in 15

the Kingdom of Spain to the Level of a General Consulate.

47 of 2013 Raising the Level of Diplomatic Representation of the State Consulate in 16

the Republic of Iraq to the Level of a General Consulate.

48 of 2013 Appointing a Consul General of the State in the City of Los Angeles in the 17
United States of America.

49 of 2013 Appointing a Consul General of the State in the City of Erbil in the Republic 18
of Iraq.

50 of 2013 Assignment of Special Supervisory Duty at the Ministry of Foreign Affairs. 19

51 of 2013 Amendment of Federal Decree No. (74) of 2012 to Appoint Government 20

Representatives at the Board of Directors of the Emirates
Telecommunications Corporation.

REGULATORY DECISIONS OF THE CABINET

7 of 2013 Concerning the fees for selling geological and geophysical reports, 23
publications and maps.

8 of 2013 Amending the Cabinet Decision No. (23) of 2004 concerning the issuance 27
of the financial regulation of the Emirates Authority for Standardization &
Metrology.

9 of 2013 Concerning the organizational structure of the National Media Council. 29

10 of 2013 Adopting a mandatory standard specification for the United Arab Emirates. 47

11 of 2013 Adopting mandatory standard specifications for the United Arab Emirates. 49

12 of 2013 Concerning the fees set for media services. 59

MINISTERIAL DECISIONS

• From the Ministry of Environment and Water:

 9 of 2013 Concerning the organizational structure of the National Media Council. 29 Update
Legislative
10 of 2013 Adopting a mandatory standard specification for the United Arab Emirates. 47

11 of 2013 Adopting mandatory standard specifications for the United Arab Emirates. 49

12 of 2013 Concerning the fees set for media services. 59

MINISTERIAL DECISIONS

• From the Ministry of Environment and Water:

266 of 2013 Minister of Environment and Water decision lifting ban on the imports of 69
all types of live poultry, wild and ornamental birds, their products and
offal from Australia.

• From the Ministry of Labour:

323 of 2012 Minister of Labour decision on amending the Ministerial Decree No. 1215 71
of 2005.

• From the Ministry of Education:

209 of 2013 Minister of Education decision concerning the regulations of the Parents 77
Council.

• From the Ministry of Economy:

144 of 2013 Minister of Economy decision amending the Articles of Association of Abu 85
Dhabi Commercial Bank – PSC.

168 of 2013 Minister of Economy decision amending the Articles of Association of Gulf 163
Medical Projects Company – PSC.

188 of 2013 Minister of Economy decision amending the Articles of Association of the 165
National Bank of Emirates Dubai – PSC.

191 of 2013 Minister of Economy decision amending the Articles of Association of 167
Green Crescent Insurance Co – PSC.

213 of 2013 Minister of Economy decision amending the Articles of Association of the 169
Islamic Bank of Dubai – PSC.

ADMINISTRATIVE DECISIONS

• From the Securities & Commodities Authority:

19/R of Chairman of the Board of Directors of the Securities & Commodities 173
2013 Authority decision to cancel the license of Gulf Baader Capital Markets
company and remove it out of the Brokers Registry.

23/R of Chairman of the Board of Directors of the Securities & Commodities 175
2013 Authority decision to cancel the license of MAC Sharaf Securities LLC and
remove it out of the Brokers Registry.

Law Update 47
 11 Offices

6 Countries

44 Partners
Arbitration
230 Lawyers
Banking & Finance

Construction & Engineering

470 Staff
Commercial Advisory
39 Nationalities
Corporate Governance

Corporate Structuring

Employment ABOUT AL TAMIMI & COMPANY

Equity Capital Markets As the largest law firm in the Middle East, Al Tamimi & Company knows
more than just the law. We pride ourselves on understanding the business
environment in which we operate ultimately benefiting the clients we work
Family Business with.

Healthcare Established in Dubai in 1989, we have offices in Iraq, Jordan, Kuwait, Qatar
Saudi Arabia and the United Arab Emirates with more than 230 lawyers and
over 460 staff. We are proud of where we have come from and excited about
Hospitality where we are heading.

Insurance As a full service law firm, we specialise in a range of practice areas - each
being a genuine strength. We provide not only professional expertise but
superior client service and quality strategic advice. We combine internationally
Intellectual Property qualified and experienced lawyers with lawyers who have deep local roots.
Along with this, the ability to practice local law in each of the jurisdictions we
Legislation & Policy are present, rights of audience before local courts, and licensed litigators in
each of our offices, really sets us apart.

Litigation We have advised on some of the most complex legal issues and continue to
be at the forefront of business and legal challenges facing our clients.
M&A

Property
This leading firm is noted for its significant
Special Projects presence in the market and its depth of
knowledge and experience.
Technology, Media &
Telecommunications
Chambers, 2013
Transport
OUR REGIONAL FOOTPRINT
With a focus on the Middle East, we have a strong
understanding of the business environment that our clients
operate in. This, combined with our full range capabilities,
ensures that clients receive sound, strategic legal advice.

With lawyers in 11 offices across 6 countries in the region

who are dedicated to working together interactively, we
can respond knowledgeably and efficiently on any legal
aspect across the region.

Our unified approach illustrates our ability to work together with our clients, address their issues and identify
reasonable commercial solutions by building close relationships with them. We recognise the importance of being
easily accessible, commercially aware and at the leading forefront of market developments.

We employ a diverse group of talented individuals from varied backgrounds and with differing perspectives.
They are each familiar with international and local business customs and are capable of addressing issues in
a collaborative manner. By having the ability to look at matters from every angle, we can apply our expertise
confidently and decisively – providing integrated solutions to legal and commercial issues in the Middle East.

ACCOLADES
International Trade Law Firm of the Year

LAW UPDATE
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Our monthly
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Update, has been developed a strong
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editions published. on local law matters
To subscribe for from an international
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Chambers, 2013

@Al Tamimi & Company

@AlTamimiCompany
KEY CONTACTS
SENIOR PARTNER ARBITRATION LITIGATION - UAE
Essam Al Tamimi Paul Turner Hussain Eisa
[email protected] [email protected] [email protected]
+971 4 364 1525 +971 4 364 1669 +971 4 364 1710

MANAGING PARTNER / DIFC BANKING & FINANCE LITIGATION - DIFC

Husam Hourani Lynette Brown Rita Jaballah
[email protected] [email protected] [email protected]
+971 4 364 1531 +971 4 364 1622 +971 4 364 1526

DEPUTY MANAGING PARTNER CONSTRUCTION & ENGINEERING PROPERTY

Hassan Arab Adam Balchin Lisa Dale
[email protected] [email protected] [email protected]
+971 4 364 1723 +971 4 364 1641 +971 4 364 1641

ABU DHABI COMMERCIAL ADVISORY TECHNOLOGY, MEDIA

Stephen Forster Marcus Wallman & TELECOMMUNICATIONS
[email protected] [email protected] Chris Appleby
+971 2 403 8409 +971 4 364 1697 [email protected]
+971 4 364 1355
DUBAI WORLD TRADE CENTRE CORPORATE PROJECTS
Bassem Zein El Dine Gary Watts TRANSPORT & INSURANCE
[email protected] [email protected] Yazan Al Saoudi
+971 4 318 8406 +971 4 364 1590 [email protected]
+971 4 364 1530
JORDAN / IRAQ CORPORATE STRUCTURING
Khaled Saqqaf Samer Qudah SPECIAL PROJECTS
[email protected] [email protected] Khalid Al Hamrani
+962 6 577 7415 +971 4 318 8412 [email protected]
+971 4 364 1587
KINGDOM OF SAUDI ARABIA EMPLOYMENT
Grahame Nelson Samir Kantaria
[email protected] [email protected]
+966 1 416 9666 +971 4 364 1652

KUWAIT HEALTHCARE
Alex Saleh James MacCallum
[email protected] [email protected]
+965 2 246 2253 +971 2 813 0444

RAS AL KHAIMAH HOSPITALITY

Tara Marlow Tara Marlow
[email protected] [email protected]
+971 7 233 3841 +971 4 364 1641

SHARJAH INTELLECTUAL PROPERTY

Zafer Sheikh Oghli Omar Obeidat
[email protected] [email protected]
+971 6 572 7255 +971 4 364 1506

QATAR LEGISLATION & DRAFTING

Mohamed Khodeir Mohammed Ak Bik
[email protected] [email protected]
+974 4 457 2777 +971 2 403 8406
ESSAM AL TAMIMI HUSAM HOURANI HASSAN ARAB

PARTNERS AT AL TAMIMI & COMPANY

Senior Partner Managing Partner Deputy Managing Partner
[email protected] Head of Banking & Finance Regional Head of Litigation
[email protected] [email protected]

ABDULLAH AL TAMIMI AHMED ALLOUZ ALEX SALEH

Head of Litigation, KSA Dispute Resolution Head of Kuwait office
[email protected] DIFC [email protected]
[email protected]

AMMAR HAIKAL BASSEM ZEIN EL DINE EL-AMEIR NOOR

Dispute Resolution Head of DWTC Office Dispute Resolution
Sharjah [email protected] Abu Dhabi
[email protected] [email protected]

FRANK LUCENTE GARY WATTS GLENN LOVELL

Qatar Regional Head of Corporate Banking & Finance
[email protected] Commercial, DIFC KSA
[email protected] [email protected]

HANI AL NADDAF HUSSAIN EISA SHIRI HESHAM AL HOMOUD

Dispute Resolution Head of Litigation Head of Corporate
Qatar DIFC Commercial, KSA
[email protected] [email protected] [email protected]

IBTISSAM LASSOUED JAWAD KHALAF JAMES MACCALLUM

Special Projects Iraq Corporate Commercial
[email protected] [email protected] Abu Dhabi
[email protected]

JASSIM M. ABDULLAH JODY GLENN WAUGH KHALED SAQQAF

Dispute Resolution Banking & Finance Head of Jordan
DIFC DIFC & Iraq offices
[email protected] [email protected] [email protected]

KHALID AL HAMRANI LISA DALE LYNETTE BROWN

Head of Special Projects Regional Head Head of Banking &
DIFC of Property Finance, UAE
[email protected] [email protected] [email protected]

MARIE-GRACE SEIF MARCUS WALLMAN MAMOON KHAN

Corporate Commercial Corporate Commercial Banking & Finance
Abu Dhabi [email protected] [email protected]
[email protected]

MOHAMMED AK BIK MOHAMMED AL MARRI MOHAMED KHODEIR

Head of Legislation Dispute Resolution Head of Qatar office
& Drafting Qatar [email protected]
Abu Dhabi [email protected]
[email protected]

MOHAMMED MARZOUQI MUNIR SUBOH OMAR OBEIDAT

Head of Litigation Intellectual Property Regional Head of
Abu Dhabi [email protected] Intellectual Property
[email protected] [email protected]

OMAR OMAR PHILIP KOTSIS RAFIQ JAFFER

Transport & Insurance Banking & Finance Banking & Finance
[email protected] Kuwait Qatar
[email protected] [email protected]

RITA JABALLAH SAMER QUDAH SAMIR KANTARIA

Dispute Resolution Regional Head of Regional Head
[email protected] Corporate Structuring of Employment
[email protected] [email protected]

STEPHEN FORSTER TARA MARLOW YAQOUB AL MUNAYAE

Head of Abu Dhabi office Head of RAK Office Litigation, Kuwait
[email protected] Regional Head [email protected]
of Hospitality
[email protected]

YAZAN SAOUDI ZAFER SHEIKH OGHLI

Regional Head of Head of Sharjah office
Transport/Insurance [email protected]
[email protected]