middle east - charles russell speechlys · acting for bmb, a wholesale bank listed on the bahrain...
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Business Services Middle EastMiddle EastMiddle EastMiddle East
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“Very hard-working and thoughtful people who come up with solutions." Chambers Global, 2015Chambers Global, 2015
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IntroductionIntroduction
Rupert Copeman-Hill, Partner Head of Business ServicesHead of Business Services Middle EastMiddle East
Charles Russell Speechlys LLP ‘provides excellent service, with excellent technical knowledge’."
Legal 500 EMEA, 2017Legal 500 EMEA, 2017
Charles Russell Speechlys LLP is an international law firm headquartered in London with offices in the UK, Europe and the Middle East.
The merger of Charles Russell and Speechly The merger of Charles Russell and Speechly Bircham in 2014 created a Firm of over 170 Bircham in 2014 created a Firm of over 170 partners and over 500 lawyers operating partners and over 500 lawyers operating from 11 international business centres from 11 international business centres around the world. around the world.
Over the past year, we have considerably Over the past year, we have considerably increased the size of our practice in increased the size of our practice in the Middle East in response to growing the Middle East in response to growing demand for our services. We have offices in demand for our services. We have offices in Bahrain, Dubai, Qatar and also two Bahrain, Dubai, Qatar and also two associate offices in Saudi Arabia (in Riyadh associate offices in Saudi Arabia (in Riyadh and Al Khobar). and Al Khobar).
We provide comprehensive legal services We provide comprehensive legal services for governments, banks, financial for governments, banks, financial institutions, asset and fund managers institutions, asset and fund managers (including sovereign funds), corporations, (including sovereign funds), corporations, families and individuals. families and individuals.
We offer a broad range of advisory services We offer a broad range of advisory services and seek to build strong professional and seek to build strong professional relationships over the long term, based on relationships over the long term, based on trust and cotrust and co--operation. We provide a high operation. We provide a high level of Partner involvement which, we level of Partner involvement which, we believe, differentiates us from other firms.believe, differentiates us from other firms.
We provide a wide range of legal services We provide a wide range of legal services including:including:
l Mergers & AcquisitionsMergers & Acquisitions
l Banking & FinanceBanking & Finance
l Private equityPrivate equity
l Investment fundsInvestment funds
l Commercial agreementsCommercial agreements
l Advisory servicesAdvisory services
l Corporate recovery & insolvencyCorporate recovery & insolvency
The The Firm is highly ranked across multiple Firm is highly ranked across multiple disciplines in Legal 500 EMEA directories. disciplines in Legal 500 EMEA directories. Our Partners based in the region are all Our Partners based in the region are all ranked as ranked as ““Leaders in their FieldLeaders in their Field” ” in the in the Chambers 2017 directory. Chambers 2017 directory.
Our approach is to provide a highly Our approach is to provide a highly professional but not overprofessional but not over--lawyered service, lawyered service, complemented by sound commercial complemented by sound commercial advice and a keen eye on costs.advice and a keen eye on costs.
About Charles Russell Speechlys
Business Services | 02Business Services | 02
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Our Services Our Services
Charles Russell Speechlys LLP is ‘top class in all respects’."
Legal 500 EMEA, 2015Legal 500 EMEA, 2015
Our Sectors:Our Sectors:
l Banking & Financial ServicesBanking & Financial Services
l AviationAviation
l Telecommunications, Media & Telecommunications, Media & TechnologyTechnology
l Real EstateReal Estate
l Construction, Engineering & ProjectsConstruction, Engineering & Projects
l SportSport
l HealthcareHealthcare
l Automotive & ManufacturingAutomotive & Manufacturing
l Leisure & Retail Leisure & Retail
l Energy & Natural ResourcesEnergy & Natural Resources
Mergers & AcquisitionsMergers & Acquisitions Our M&A team handles the full range of Our M&A team handles the full range of transactions from local/domestic and transactions from local/domestic and crosscross--border acquisitions and divestments border acquisitions and divestments to complex reorganisations and to complex reorganisations and restructurings, management buyrestructurings, management buy--outs and outs and buybuy--ins and corporate rescues (such as ins and corporate rescues (such as prepre--packs) and distressed transactions. packs) and distressed transactions. Banking & FinanceBanking & Finance We advise on a range of domestic and We advise on a range of domestic and crosscross--border financing transactions border financing transactions including acquisition and leveraged finance, including acquisition and leveraged finance, real estate finance, structured finance and real estate finance, structured finance and securitisations, Islamic finance, receivables securitisations, Islamic finance, receivables financing and restructurings.financing and restructurings. Private EquityPrivate Equity Our experienced private equity team boasts Our experienced private equity team boasts an inan in--depth knowledge of all private equity depth knowledge of all private equity transactions including MBOs, MBIs, buytransactions including MBOs, MBIs, buy--andand--builds, secondary buybuilds, secondary buy--outs and exits outs and exits -- from small cap to some of the largest from small cap to some of the largest deals. We have the capability to act on all deals. We have the capability to act on all stages of the private equity life cycle from stages of the private equity life cycle from fund formation and investment to ultimate fund formation and investment to ultimate exit.exit. Investment FundsInvestment Funds Our services cover the full life cycle of an Our services cover the full life cycle of an investment fund investment fund –– from the initial from the initial structuring to launch; secondary issues; structuring to launch; secondary issues; changes in investment strategies and changes in investment strategies and realisations and liquidations.realisations and liquidations. Our clients may be open or closed ended; Our clients may be open or closed ended; onshore or offshore; unauthorised or onshore or offshore; unauthorised or authorised. They are a mix of corporate authorised. They are a mix of corporate funds, limited partnerships and unit trusts funds, limited partnerships and unit trusts and many of the funds are listed. They and many of the funds are listed. They include retail and institutional funds and their include retail and institutional funds and their managers, and cover a range of investment managers, and cover a range of investment strategies: charity funds, debt funds, hedge strategies: charity funds, debt funds, hedge funds, infrastructure funds, longfunds, infrastructure funds, long--only only funds, private equity funds and real estate funds, private equity funds and real estate funds.funds.
Commercial AgreementsCommercial Agreements Commercial decisions are at the heart of Commercial decisions are at the heart of business activity. The range of our work business activity. The range of our work varies from large scale managed service varies from large scale managed service and outsourcing agreements, IT contracts, and outsourcing agreements, IT contracts, supply chain logistics, procurement, supply chain logistics, procurement, sponsorship, franchising, merchandising sponsorship, franchising, merchandising and property management.and property management.
Advisory ServicesAdvisory Services Our work runs in parallel with and Our work runs in parallel with and complements our transaction services. We complements our transaction services. We are able to provide comprehensive are able to provide comprehensive specialist advice to companies and specialist advice to companies and partnerships and other entities on the daypartnerships and other entities on the day--toto--day issues affecting their business day issues affecting their business operations, including:operations, including:
l general meetings of both public and general meetings of both public and private companiesprivate companies
l director's duties and conflicts of director's duties and conflicts of interestinterest
l share ownership and shareholder share ownership and shareholder disputesdisputes
l solvent restructuringsolvent restructuring
l company law and regulationcompany law and regulation
l corporate governance and compliance corporate governance and compliance issuesissues
We also advise on risk management issues, We also advise on risk management issues, competition law, data protection, anticompetition law, data protection, anti--bribery and fraud.bribery and fraud.
Corporate Recovery & InsolvencyCorporate Recovery & Insolvency We advise on all insolvency and We advise on all insolvency and restructuring related issues including restructuring related issues including corporate insolvency, workcorporate insolvency, work--outs, rescues, outs, rescues, restructurings, asset and debt recovery, restructurings, asset and debt recovery, voidable transactions, factoring and invoice voidable transactions, factoring and invoice discounting, property insolvency, fraud, discounting, property insolvency, fraud, boardroom disputes and personal boardroom disputes and personal insolvency.insolvency.
Our Services
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Our Recent ExperienceOur Recent Experience
The team in Bahrain effectively combined international standards of analysis and responsiveness with detailed local knowledge to provide clear, robust and practical legal advice to support the restructuring of our business.''
Ritchie Skelding, CEO, BMB Investment Ritchie Skelding, CEO, BMB Investment Bank Bank
Charles Russell Speechlys LLP has a track record of advice on shari’ah-compliant financing structures."
Legal 500 EMEA, 2017Legal 500 EMEA, 2017
Bahrain Middle East Bank B.S.C. (Bahrain Middle East Bank B.S.C. (““BMBBMB””)) Acting for BMB, a wholesale bank listed on Acting for BMB, a wholesale bank listed on the Bahrain Bourse, on its proposed the Bahrain Bourse, on its proposed voluntary unconditional takeover by its voluntary unconditional takeover by its largest existing shareholder. We advised largest existing shareholder. We advised BMB on all regulatory matters, including BMB on all regulatory matters, including advising on the Central Bank of Bahrain advising on the Central Bank of Bahrain ("CBB") Rulebook Volume 6 and the ("CBB") Rulebook Volume 6 and the Commercial Companies Law and Bahrain Commercial Companies Law and Bahrain Bourse rules. We drafted the offer Bourse rules. We drafted the offer documents, the board circular, the documents, the board circular, the announcements to the CBB and all related announcements to the CBB and all related ancillary documentation. ancillary documentation.
Ahli United Bank B.S.C. ("AUB")Ahli United Bank B.S.C. ("AUB") Acting for AUB which extended Islamic Acting for AUB which extended Islamic finance facilities, (murabaha, musharaka finance facilities, (murabaha, musharaka and forward ijara) to a prominent Bahrain and forward ijara) to a prominent Bahrain corporate borrower, primarily to fund the corporate borrower, primarily to fund the development of a new highdevelopment of a new high--end waterfront end waterfront shopping mall. Our team drafted and shopping mall. Our team drafted and negotiated the murabaha, musharaka and negotiated the murabaha, musharaka and forward ijara finance facilities, together with forward ijara finance facilities, together with the associated management agreement, the associated management agreement, investment agency agreement and security investment agency agreement and security agency agreement.agency agreement.
BBK B.S.C., BahrainBBK B.S.C., Bahrain Acting for the lender in the amendment and Acting for the lender in the amendment and extension of a USD 50 million conventional extension of a USD 50 million conventional revolving loan facility agreement to (i) allow revolving loan facility agreement to (i) allow for drawdowns by the borrower (an Omani for drawdowns by the borrower (an Omani bank) in one of three currencies (USD, BHD bank) in one of three currencies (USD, BHD or OMR), (ii) adjust margin rates and (iii) or OMR), (ii) adjust margin rates and (iii) extend/reschedule repayment dates.extend/reschedule repayment dates.
Gulf Air, BahrainGulf Air, Bahrain Advising a client on its proposed USD multiAdvising a client on its proposed USD multi--million single currency syndicated term million single currency syndicated term facility. Our team reviewed and negotiated facility. Our team reviewed and negotiated the facility agreement and the related the facility agreement and the related account pledges and account security account pledges and account security agreement prepared by the lead arrangeragreement prepared by the lead arranger’’s s external counsel and we reviewed and external counsel and we reviewed and commented on the Bahraini and DIFC legal commented on the Bahraini and DIFC legal opinions. opinions.
EFG Hermes, BahrainEFG Hermes, Bahrain Advising EFG Hermes, a leading investment Advising EFG Hermes, a leading investment bank in the Middle East and North Africa bank in the Middle East and North Africa based in Egypt, in relation to its Bahraini based in Egypt, in relation to its Bahraini subsidiary. We provided regulatory advice in subsidiary. We provided regulatory advice in respect of the bankrespect of the bank’’s online trading platform s online trading platform in relation to the CBB rulebook and in relation to the CBB rulebook and compliance with Bahraini legislation. In compliance with Bahraini legislation. In addition, we were retained by EFG Hermes addition, we were retained by EFG Hermes to provide advice in relation to employment to provide advice in relation to employment contracts for individuals employed by a contracts for individuals employed by a Bahraini subsidiary.Bahraini subsidiary.
GARMCO, BahrainGARMCO, Bahrain Acting for GARMCO on reActing for GARMCO on re--drafting its drafting its standard terms and conditions and other standard terms and conditions and other key documents for the sale of its aluminium key documents for the sale of its aluminium products.products.
Indian Hotels Co Ltd, BahrainIndian Hotels Co Ltd, Bahrain Advising a client on a legal due diligence Advising a client on a legal due diligence review encompassing permits and land title review encompassing permits and land title review in connection with a 5 star hotel in review in connection with a 5 star hotel in Bahrain, including considering corporate Bahrain, including considering corporate structuring options for the separation of structuring options for the separation of shari'ah compliant and nonshari'ah compliant and non--shari'ah shari'ah compliant income as well as reviewing the compliant income as well as reviewing the Hotel Operations Agreement.Hotel Operations Agreement.
Our Recent Experience
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Our Recent ExperienceOur Recent Experience
Charles Russell Speechlys LLP's multidisciplinary team advises its broad client base on capital raising, corporate transactions and advisory matters across a number of industry sectors including real estate, aviation, energy and telecoms."
Legal 500 EMEA, 2015 Legal 500 EMEA, 2015
BAFCO, BahrainBAFCO, Bahrain Advising the shareholders of BAFCO in Advising the shareholders of BAFCO in connection with the extensive restructuring connection with the extensive restructuring of BAFCO as required to comply with an of BAFCO as required to comply with an order issued by the Government of order issued by the Government of Bahrain. Bahrain.
Our work involved advising as to the best Our work involved advising as to the best way to implement the restructuring. We way to implement the restructuring. We acted on the transfer of a number of acted on the transfer of a number of significant assets, the liquidation of BAFCO significant assets, the liquidation of BAFCO and incorporation of a new company to and incorporation of a new company to undertake the business going forward and undertake the business going forward and the possible share sale to reflect the new the possible share sale to reflect the new shareholdings in BAFCO. shareholdings in BAFCO.
An Investment Bank, BahrainAn Investment Bank, Bahrain Advising an investment bank on its Advising an investment bank on its proposed majority investment in the proposed majority investment in the Bahrain franchises of a coffee chain and Bahrain franchises of a coffee chain and fast food chain which are currently 100% fast food chain which are currently 100% owned by a member of the Bahraini royal owned by a member of the Bahraini royal family. Our work involved undertaking legal family. Our work involved undertaking legal due diligence on the core franchise due diligence on the core franchise agreements and the two businesses and agreements and the two businesses and preparing a comprehensive due diligence preparing a comprehensive due diligence report, advising the client on the franchise report, advising the client on the franchise renewal process and its requirements and renewal process and its requirements and drafting and negotiating the share purchase drafting and negotiating the share purchase agreement and shareholders agreement. agreement and shareholders agreement.
An Islamic Finance Transaction, BahrainAn Islamic Finance Transaction, Bahrain Acting on a Sukuk alActing on a Sukuk al--Musharaka for a high Musharaka for a high profile property development in Bahrain. profile property development in Bahrain. Our team advised one of the transaction Our team advised one of the transaction partners on their obligations, liabilities and partners on their obligations, liabilities and risks in the Sukuk alrisks in the Sukuk al--Musharaka documents Musharaka documents and the ancillary documents.and the ancillary documents.
A Telecommunications Disposal, BahrainA Telecommunications Disposal, Bahrain Advising a client on the sale of its wholly Advising a client on the sale of its wholly owned subsidiary to one of the major owned subsidiary to one of the major telecommunications companies in Bahrain. telecommunications companies in Bahrain. Our work has involved drafting and Our work has involved drafting and negotiating the share purchase agreement, negotiating the share purchase agreement, including the associated warranties in including the associated warranties in relation to the business, the leased ducts relation to the business, the leased ducts agreement, as well as advice in relation to agreement, as well as advice in relation to ancillary agreements and other commercial ancillary agreements and other commercial matters. matters.
An Education Collaboration, BahrainAn Education Collaboration, Bahrain Advising a higher education institution in Advising a higher education institution in Bahrain, in relation to the corporate Bahrain, in relation to the corporate structure of its collaboration with two UK structure of its collaboration with two UK universities for the provision of validated universities for the provision of validated degree programmes to its students. Our degree programmes to its students. Our advice included assistance in relation to the advice included assistance in relation to the regulatory requirements for international regulatory requirements for international collaborations with Bahraini higher collaborations with Bahraini higher education institutions, along with UK and education institutions, along with UK and Bahraini employment legislation.Bahraini employment legislation.
Regulatory Authority, QatarRegulatory Authority, Qatar Advising a Qatari client to bring into line with Advising a Qatari client to bring into line with best international market practice their best international market practice their standard services, consultancy and supply standard services, consultancy and supply agreements, including IT services, property agreements, including IT services, property leases and various professional services leases and various professional services and coaching services agreements. Our and coaching services agreements. Our team prepared a highteam prepared a high--level report on the red level report on the red flag issues arising out of the existing suite of flag issues arising out of the existing suite of documentation and thereafter amended the documentation and thereafter amended the suite of standard form documentation.suite of standard form documentation.
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If you are interested in more information on If you are interested in more information on our Business Services expertise, please our Business Services expertise, please speak to:speak to:
Rupert Copeman-Hill PartnerPartner T: +973 17 133211 T: +973 17 133211 [email protected]@crsblaw.com
Contact
London 5 Fleet Place5 Fleet Place LondonLondon EC4M 7RD UKEC4M 7RD UK T: +44 (0)20 7203 5000T: +44 (0)20 7203 5000 Cheltenham Compass HouseCompass House Lypiatt RoadLypiatt Road CheltenhamCheltenham GloucestershireGloucestershire GL50 2QJ UKGL50 2QJ UK T: +44 (0)1242 221122T: +44 (0)1242 221122 Guildford One London SquareOne London Square Cross LanesCross Lanes GuildfordGuildford SurreySurrey GU1 1UN UKGU1 1UN UK T: +44 (0)1483 252525T: +44 (0)1483 252525
Our offices
Doha Palm TowerPalm Tower Floor 15Floor 15 West BayWest Bay PO Box 26600 DohaPO Box 26600 Doha QatarQatar T: +974 40342036T: +974 40342036
Dubai Index Tower, West TowerIndex Tower, West Tower 11th Floor, Unit 110811th Floor, Unit 1108 P.O. Box 507226P.O. Box 507226 DIFC, Dubai, UAEDIFC, Dubai, UAE T: +971 4 246 1900T: +971 4 246 1900 Geneva 99--11 rue du Prince11 rue du Prince 1204 Geneva1204 Geneva SwitzerlandSwitzerland T: +41 (0)22 591 18 88T: +41 (0)22 591 18 88 Hong Kong Unit 1002, L10,Unit 1002, L10, 1 Duddell Street,1 Duddell Street, Central, Hong KongCentral, Hong Kong T: +852 6596 7517T: +852 6596 7517 Luxembourg 2 rue Jean Monnet2 rue Jean Monnet LL--2180 Luxembourg2180 Luxembourg T: +352 26 48 68 00T: +352 26 48 68 00 Manama Bahrain World Trade CenterBahrain World Trade Center Floor 24 East TowerFloor 24 East Tower PO Box 31249 ManamaPO Box 31249 Manama Kingdom of BahrainKingdom of Bahrain T: +973 17 133200T: +973 17 133200 Paris 41 Avenue de Friedland41 Avenue de Friedland 75008 Paris75008 Paris FranceFrance T: +33 (0) 1 70 99 09 00T: +33 (0) 1 70 99 09 00 Zurich Basteiplatz 7Basteiplatz 7 8001 Zurich8001 Zurich SwitzerlandSwitzerland T: +41 (0)43 430 0200T: +41 (0)43 430 0200
charlesrussellspeechlys.comcharlesrussellspeechlys.com Charles Russell Speechlys LLP is a limited liability partnership registered in England and Wales, registered number OC311850, and is authorised and regulated by the Solicitors Regulation Authority. Charles Russell Charles Russell Speechlys LLP is a limited liability partnership registered in England and Wales, registered number OC311850, and is authorised and regulated by the Solicitors Regulation Authority. Charles Russell Speechlys LLP is licensed by the Qatar Financial Centre Authority in respect of its branch office in Doha and registered in the Dubai International Financial Centre under number CL2511 and regulated by the Government Speechlys LLP is licensed by the Qatar Financial Centre Authority in respect of its branch office in Doha and registered in the Dubai International Financial Centre under number CL2511 and regulated by the Government of Dubai Legal Affairs Department in respect of its branch office in the DIFC. Charles Russell Speechlys LLPof Dubai Legal Affairs Department in respect of its branch office in the DIFC. Charles Russell Speechlys LLP’’s branch office in Hong Kong is registered as a foreign firm by The Law Society of Hong Kong. Any reference s branch office in Hong Kong is registered as a foreign firm by The Law Society of Hong Kong. Any reference to a partner in relation to Charles Russell Speechlys LLP is to a member of Charles Russell Speechlys LLP or an employee with equivalent standing and qualifications. A list of members and of nonto a partner in relation to Charles Russell Speechlys LLP is to a member of Charles Russell Speechlys LLP or an employee with equivalent standing and qualifications. A list of members and of non--members who are members who are described as partners, is available for inspection at the registered office, 5 Fleet Place, London, EC4M 7RD.described as partners, is available for inspection at the registered office, 5 Fleet Place, London, EC4M 7RD.
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