Lexis Middle East Law Alert - March/ April 2014

April / May 2014 lexismiddleeastlaw.ae

PROFILE MEDIAHelena Samaha of OSN

PROFILE ENERGYKarel Breda of GDF Suez Energy

CONTRACT WATCHProtecting information

A ROUND-UP OF LEGAL, FINANCE AND TAX DEVELOPMENTS ACROSS THE MIDDLE EAST

TRACKING THE CHANGES

The legal background to the GCC wide railway expansionThe legal background to the GCC wide railway

Published in conjunction with theCorporate Counsel Middle East Group

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| Lexis Middle East Law Alert | April / May 2014 | lexismiddleeastlaw.ae 1

HERE TO HELP

FEATURE: TRACKING THE CHANGES p2Legal impact of rail developments across the GCC

FEATURE: A SPORTING CHANCE p10Sports law developments in the UAE and elsewhere

FEATURE: COUNTING THE COSTS p14New judicial fee changes in Abu Dhabi

LEGAL ROUND-UP p6...including the new UAE consumer quality mark

TAX AND FINANCE ROUND-UP p8...including new Dubai Financial Market securities rules

IN-HOUSE PROFILEHelena Samaha > OSN p17A General Counsel and Company Secretary's experience of media

industry regulation

Karel Breda > GDF Suez Energy p19A Chief Financial Officer talks about Project Finance

MOVERS AND SHAKERS p21Round-up of the big moves across the region

CONTRACT WATCH p24Protecting information

CON

TEN

TSO ne of the great things about the CCME is the networking and learning

opportunities it gives its members. In recent years as a result of the

global fi nancial crisis many companies have been reviewing their

training and entertainment budgets making it harder for people to

develop their skills and contacts.

However, this can create particular diffi culties for Corporate Counsels who

may be working in smaller departments, with less support, than those working

in practice. Fortunately, this is also an area where the CCME can help. Not

only do our members get free access to a range of professional development

seminars and networking events but we are also able to negotiate good

discounts for them at third party conferences and forums - and this helps to

make the training budget go further.

It is not all work either as our recent social event shows, we also make sure

our members have the chance to meet fellow professionals in some of the

region’s nicest venues. We also like to make sure our members have support in

their day to day work.

It’s for this reason we’ve linked up with Lexis Nexis and as a result, in

addition to this magazine, we provide members with a weekly alert giving a

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On top of this and as part of your CCME membership, we are also providing

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Alternatively, you can set up personalised email updates which specifi cally

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To fi nd out more about the benefi ts of membership and how the CCME

can help you email [email protected].

Elias Hayek - Chairman & President of the Corporate Counsel Middle East Group

Elias Hayek

MMona Ashour Madi

Anneliese Reinhold

Ziad Zarka

a d aKhalid Khan

Tamer Nassar

Franklin Breckenridgeanklin Breckenridge

Cover - © Ge yimages/Cultura RM/Ian Spanier

© Ge yimages/Cultura RM/Ian Spanier

LAW FOCUS

22 lexismiddleeastlaw.aeaeaeeeeea | April / May 2014 | Lexis Middle East Law Alert |

“W hether it is Etihad Rail in Abu

Dhabi, the metro project from

Zayed Sports City or the Doha

metro scheme, rail is a sector

which is really taking off in the region lately. Just as the

power and water sectors did 14 years ago, there have

been a raft of recent announcements and it seems

demand is driving government action rather than

the other way round. GCC countries are reasonably

in line in terms of their developments in these areas.

However, despite all these announcements, it will be

interesting to see what materialises in the coming

years. There are rail regulations, of course, but these

are sparse and at present not very detailed. As a result,

the region is tending to look at international best

practices and standards, particularly in terms of rail

safety. In particular the US is being used as a primary

reference point,” Leroy Levy says.

COUNTRY DIFFERENCES“In Saudi Arabia, there has been lots of activity in

the rail project space. These projects fall into two

categories - freight and commuter rail. Freight rail

projects have been driven by continuing industrial

activity, particularly in the petrochemical sector.

While Saudi Arabia continues to be one of the world’s

biggest petrochemicals exporters, its domestic

market is growing rapidly, so there is a need to

transport chemicals and other products throughout

the Kingdom. This is where rail is needed. On the

commuter rail side, however, the focus is different.

One of the big drivers has been the desire to create a

modern state of the art transportation system. Three

metro projects have already been approved and two

more are expected to be announced soon. Many of

these Saudi projects are at a planning stage with others

at the contract negotiation stage,” Levy explains.

Rail development is taking off across the region.

Matthew Walker, Alexander Brightman and

Kirk Durrant of K & L Gates and Leroy Levy of

King & Spalding look at legislative changes on the way.

LAW FOCUS


two phases. The fi rst focuses on the Doha Metro

and the second on the long distance rail project,

intended to link its industrial hubs fi rst,

then link the country to the rest of the GCC.

Alongside these, a number of smaller light

rail projects are being considered, including

those in Lusail City, Education City, The Pearl

and West Bay,” Walker explains.

“However, the drivers behind rail

infrastructure developments vary from country

to country. Qatar would almost certainly have

developed its rail infrastructure at its own pace

and in its own time but a key criterion

for its hosting of the World Cup was the

development of some sort of rail network,”

Walker observes.

“Whilst countries will look to what Saudi

Arabia and the UAE have done, they will also

be keen to learn from any mistakes made and

minimise risk. Oman has begun planning its own

rail networks, with the Sultanate’s Transport

Ministry starting to create a framework.

Bahrain and Kuwait have plans for a monorail

and metro systems respectively, although

those projects are at an earlier stage than

those elsewhere in the GCC,” Walker adds.

WHAT’S HAPPENING REGIONALLY?“For all the jurisdictional differences, the GCC

governments are still committed to a multiple

phase pan-GCC railway estimated to cost

US $200 billion which will eventually run

for 2,177km. The parties are committed to

making progress on plans between now and

RELATED LEGISLATIONDubai Execu ve Council Decision No. 1/2012The general organisa onal structure of the Rail Agency affi liated to the Roads and Transport Ministry a ached to this decision shall be accredited.

(Source: Lexis Middle East Law)

e like Saudi Arabia, the UAE saw “Meanwhile

nomic need for a rail network the socio-econ

other GCC countries and decidedsystem before o

e. As one of the most dynamicto establish one

e region, with the highest levels of countries in the

both have identifi ed the domestichydrocarbons,

nal benefi ts of having national rail and internation

y both also have sizeable workingnetworks. They

sses who need to get about," and middle clas

Levy says.

rabia, there has also been a"In Saudi Ar

on for being one of the fi rst to historical reaso

complimentary railwaydevelop a fully c

time of the Ottomannetwork. In the

as a railway running fromEmpire there w

cca. The Saudi impetus Istanbul to Mec

m having to host large also comes from

jj and Umrah pilgrims who neednumbers of Haj

ansport,” Matthew Walker adds.to use public tra

so, various legislative“In Qatar als

ailway regulation are beingproposals for ra

atar Rail (established by Qatarconsidered, Qa

) has so far awarded US Law No. 1/2013)

ontracts and announced $32 billion in co

he Qatar and Saudia timeline for th

also in the processArabia line. It is

esign contract for theof awarding a de

ch will connect Doha to Saudi fi rst phase whic

n Port Mesaieed to Ras Laffan.Arabia and then

be connections from Doha There will also b

oha to Dukhan and Doha to Al and Bahrain, Do

er adds.Shamal," Walke

e three other main projects "Elsewhere

The fi rst is the Dohaare underway. T

nlike the mainly over-Metro which, un

n Dubai, will be primarilyground Metro in

nd will have 37 stations. The underground an

expected to start rolling in fi rst trains are e

026 56 stations are expected. 2019, and by 20

works are already underway onTunnel boring w

d work has started on 20this project and

and on the Gold (Historic),metro stations

ion) and Red (Coast) lines.Green (Educati

ects in Qatar will fall intoOverall rail proje

d

Alexander Brightmanxander BrightmanAssociate

K & L Gates

MMatthew WalkerPartner

K & L Gates

A

Kirk DurrantOf CounselK & L Gates

Leroy LevyLeroy LevyPartner

King & Spalding

LAW FOCUS

lexismiddleeastlaw.ae | April / May 2014 | Lexis Middle East Law Alert |44

2018, when the relevant Ministers from all six states

will meet again to decide on the most appropriate next

steps,” Kirk Durrant notes.

“To date the Gulf region has primarily traded

by sea through the Arabian Gulf via the Straits of

Hormuz. As part of a wider strategy to develop

facilities on or near the Indian Ocean like the Duqm

Special Economic Zone or the port of Sohar in Oman a

GCC-wide railway will offer an alternative trade route,”

Walker says.

COMPULSORY PURCHASE ISSUES“Unlike the HS2 project in England which will run

through densely populated areas, or areas of

outstanding natural beauty like the Cotswolds, which

require a lot of land to be compulsorily purchased, the

GCC-wide railway will not pose the same compulsory

purchase issues. In some places, the railway will run

through sparsely or entirely unpopulated areas, and

much of the land is likely to be state-owned anyway,”

Walker observes.

“Where land does need to be compulsorily

purchased, each of the six GCC countries has its own

legal framework to handle this. In Qatar, for example,

land can be compulsorily purchased providing it

is in the public interest and landowners are fairly

compensated under Qatar Law No. 13/1988, Qatar

Emiri Decision No. 29/1996 and Qatar Ministerial

Decision No. 10/2011,” Alex Brightman notes.

"However, all the GCC states are highly aware of

environmental issues, particularly in Oman which

relies heavily on ecological tourism. As a result, in

Oman the railway will need to be carefully developed,

especially in the mountainous areas and along the

coast to safeguard the country’s outstanding beauty

and sensitive ecosystem,” Walker explains.

HOW WILL THE RAILWAYS BE RUN?“During the build-phase, the construction of the

permanent way is treated as a construction project

from a regulatory perspective, and will be regulated

by existing health and safety, construction and civil

and commercial legislation. For example, the 2010

Qatar Construction Standards which came into force

in 2011, will cover health and safety considerations

for the Qatari part of the GCC rail project during its

construction. However once operational, a whole

new regulatory framework to cover issues like safety,

passengers, competition, ticket pricing and ownership

will need to be put into place,” Walker notes.

“A good example of the type of sector regulator

which other GCC countries could emulate is the

Saudi Railways Regulatory Commission which was

established to provide effi cient regulatory guidelines,

covering areas such as railway service providers’

licensing and monitoring, and controlling of anti-

competitive behaviour,” Brightman says.

“It is widely acknowledged that a GCC regulatory

authority is necessary to oversee the implementation

of rail projects, ensure essential coordination of

operational and safety standards, such as railway

signal and communication system compatibility,

and to agree a common fare structure,” Brightman

observes.

"It’s likely the railways will adopt similar governance

structures to those adopted by Etihad Rail in Abu

Dhabi, the RTA for the Dubai Metro or Qatar Rail for

the Doha Metro. The companies will probably be

established and owned by the State but with quasi-

independence and may be responsible for the day-to-

day railway operation. It is possible in the future these

companies might be privatised, but it’s too early to

speculate on this,” Walker notes.

IS THE REGIONS’ TENDERS’ LEGISLATION 'FIT FOR PURPOSE'?“While all the GCC countries have some form of

tenders law, like Qatar’s Law No. 26/2005 and Saudi

Arabia’s 2006 Tenders and Procurement Regulations,

the robust procurement process put in place for Qatar

Rail might become a model other GCC countries could

apply to their own specifi c needs,” Walker states.

“The Qatar Rail tendering process rigorously

followed international best practice. The fi rst novel

point (for a bid in the GCC) was that Qatar Rail was

not legally part of the Central Government but a

state owned company. The tender process actually

followed two stages. The fi rst involved a technical

evaluation of all of the bids, where safety, legal and

and other risk factors were considered. During this

process, the bids were kept in a locked down site, in

airport-style security conditions. Mobile phones could

not be taken into the bid review suite."

"These conditions continued for bids in the

second phase which involved a commercial evaluation

of those which passed key technical compliance

thresholds. Bids were then referred to the Qatar Rail

board for fi nal review and decisions,” Walker explains.

“In Saudi Arabia, the authorities have sought

to ensure transparency as far as tendering is

concerned. We have advised on procurement

issues and have been impressed with the rigourous

approach adopted by one of the awarding

authorities."

"We may see some of the other states looking

at these approaches and potentially changing their

railway tender framework to cover some of these

areas," Levy concludes.

RELATED STORYJordan: Dra Railways Law IssuedLNB News 25/02/2014 38Jordan’s Land Transport Authority has issued a dra Railways Law whichaims to regulate the fees and licences of railway companies. It will replacethe 2010 Temporary Law, which created a new authority to supervise andmanage the sector.

LEGAL ROUND-UP


ENERGY REGULATIONDubai’s Electricity and Waterer

Authority (DEWA) and Etihadad

Esco have launched the region’s fi rstt

energy service company regulatory

framework. The framework is intended to nded too

support private sector partnershipships

through the Energy Services Union nion

Company.

ABU DHABI

PROSECUTION OFFICEhe Deputy Prime MinistThee Deputy Primee Minisster and

irman of the Abu DhChairman of the Abbu Dhabi

epartment, Sheikh MJudicial Department, Sheikhh MMansur bin

ahyan has issued a resolutionZayed Al Nah resolutionyan has issued a resolutio

a comprehensiveestablishing a ve public mprehensi

cution offi ce. Ifi nance prosecu It will report ion offi ce

Attorney Geneto the Emirate’s Att General. A new orney

the terms for resolution outlining th r an

ncial crimes aginvestigation into fi nan against

been issued.public funds has also b

REAL ESTATE CHANGESdersecretaryAhmed Alsharif, Unde

icipality has of the Abu Dhabi Munic

state announced a raft of new real esta

roposals legislation. It is understood the prop

will allow foreign nationals to own

reehold property in the Emirate on a freeh

fi ed basis, if it is located in specifi

investment zones. However, there will be investment zones. Howeve

restrictions on foreigners’ ability to deal eigne

with such freehold properties.

SHARJAH

BUILDING UPKEEPpapality have The Sharjah Municip

ppaign to ensure announced a camp

ererly maintained.building facades are prope

nsiblesible for allLandlords are responsib

osts sts and fi nes would bemaintenance cost

on thon those who refuse to comply. imposed on t

pection teams will check paintwork, Inspectection

exposed pluumbing and roofs.exexposed plu

OMAN

NEW AGENCY ESTABLISHED

A decree has been issued

establishing an Omani Authority

of Partnership for Development, which

will report to the Commerce and Industry

Ministry. Contracts worth over

5,000,000 Riyals for infrastructure

projects, supplies of weapons, military

and security equipment, units of the

state administrative apparatus or

involving companies where the

government owns more than 50%, will

need to include a term requiring the

pparties to abide by the new body’s rules

and and standards in contracts. However,

agreemements with contractors and

suppliers fs following this framework will be

exempt froom Oman Sultani Decree No.

48/1976. Thehe Authority will be governed

by the State Ae Administrative Apparatus

until its own llaws and rules are put in

place, as longg as there is no contradiction.

LEGAL ROUND-UPCOVERING RECENT KEY LEGAL DEVELOPMENTS – REGION-WIDE

UAE Offi cial Gazette No 558, 559 – These Gazettes include a Decision on private employment

agencies.

Abu Dhabi Offi cial Gazettes No 11, 12 - These Gazettes include a circular on government body

websites.

Qatar Offi cial Gazette No 19 - This Gazette includes a law on chemical weapons.

Kuwait Offi cial Gazette No 1164-1166 - These Gazettes include Income Tax regulations.

Oman Offi cial Gazette No 1038-1040 - These Gazettes include a Decision on the establishment

of a Supreme Sharia Supervisory Board at the Central Bank of Oman.

Saudi Arabia Offi cial Gazette No 4497 - 4499 - These Gazettes include terrorist crimes and

fi nancing regulations.

(Source: Lexis Middle East Law Offi cial Gazette Index)

UAE

CONSUMER QUALITY CHECKS

The Standardization and

Metrology Authority has

announced a UAE quality mark will be

rolled out as a pre-condition for a number

of consumer products.

A successful trial was undertaken on

water products.

The list of goods requiring the mark,

which will be needed both for locally

produced and imported products, will beuced and impo

updateted periodically.

Unnder the new scheme, water

produucts will have until April 2014 to apply

with sstandards issued in November 2013.

Thhose who fail to comply will face

strict ppenalties including the complete

shutdoown of their premises and fi nes of

betweeen 20,000 and 100,000 AED.

JEBEL ALI EMPLOYMENT CHANGES

The Jebel Ali Freezone has

increased the tariffs on several of

its employee affairs services.

It hhas also raised the maximum age

for residence permit sponsorship to 65,

subjecct to an additional employment

residennce permit charge of 5,000 AED.

Inddividuals over 65 may also gain

residennce permit approval in some cases

but this is subject to a discretionary s is subject to a discretionary

approval.

DUBAI

TRAFFIC CHECKSThe Sharjah Transportation

Authority and Dubai Road and

Transportation Authority have

established an electronic link which will

reduce the time take to record road

penalties to one to three days.

Violations recorded with the Sharjah

Authority will automatically appear on

the Dubai systems, along with violation

amendments.

Vehicle hire companies will be able to

check a driver’s transport violation history

using the system.

LEGAL ROUND-UP


IRAN

UK DISPUTEThe UK Ministry of Defence owned

International Military Services

(IMS) is being sued by the Iranian

GoGovernment for £650 million for an order G

ffor tanks which were paid for by Tehran

bbut not delivered because of the 1979b

revolution. The dispute was thought to

have been settled but it is believed the

Iranian Government will chase £400,000

million in the High Court in England this

ssummer. The International Chamber of

mmmerce came down in favour of theComm

n an a 2009 arbitration. However,Iranians in

avave said no money would be the MOD ha

EUEU sanctions were in place.paid while E

KUWAIT

WORK PERMIT REVIEWThe Labour and Social AffaffairsThe LabTh

nistry has announced therere will nistryMinistry h

pening up foreigner wworkbe a study into ope

tors. Employers canpermits for all sectors.

ork permits in aroundcurrently apply for work p

tion, according 50 job categories. In additio

sion has also to local newspapers a decisio

ewal of oneonebeen made to ban the renew of

month visit visas.

SAUDI ARABIA

SAUDISATION CHECKSThe Labour Ministry has

announced it will name and

shame companies who violate the

Saudisation system. The main areas being

tackled will include employing workers

without their knowledge, limiting

employment periods and employing

workers who do not actually work. Those

employing disabled people just to meet

targets will also be monitored.

SICK LEAVE CRACKDOWNaududi Authorities have Sau

anannounced a new system is being

introduced to crack down on falsifi ed sick

leave certifi cates. The Investigation and

Prosecution Bureau will prosecute

e newemployees who have violated the new

ght with falsifi ed rules. Employees caught with

s will face three medical certifi cates w

jail and a 30,000 Riyal fi ne.months in jail

Medical professionals found issuing these ls found issu

certifi cates will face up to a year in jail, a certifi cates will face up to a year in jail,

00,000 Riyal fi100,000 Riyal fi ne, or both. Doctors in

private hospitals can issue sick leave

certifi cates from one to three days and

consultants can issue them for up to fi ve

days. Doctors at private clinics can issue

these certifi cates for up to a day.

QATAR

LICENSING FRAMEWORKThe Supreme Council of

Information and Communication

Technology has fi nalised a regulatory

framework for frequency licensing which

will apply from 1 July 2014. Invalid licenses

will be cancelled on 30 June 2014. The

deadline for applying for new licenses was

27 February.

BAHRAIN

WORK PERMITS CANCELLEDThe Labour Market Regulatory

Authority announced it has

started to cancel work permitsted to cancel work permits issued to

companies who have not paid ts who have not paid their t pa

monthly fees. Written and electtronicand e

communications have been sent to tave beb

employers explaining the importance and ining the ihe i

consequences of not paying on time. es of not payin

Companies will have one month to start es will have oone mon

es will be able to see if complying. Employeees will be able to

as their legal status hass been affected by

visiting the Authoritvisiting the Authorrity’s website and

heir CPR nPRR number. Once a work entering their CPR

vovoked employers will permit has been rev

e ffees, an issuing fee for need to pay the late

iood and reapply for thea new two year perio

eees. affected employee

MEDIA ALTERATIONSas The Media Affairs Minister ha

t media law announced the draft me

mply with a Royal has been amended to comp

contains a chapter Directive and now contai

regulating the advertising industry and regulating the adver

egulations on audio-visual media in the egulations on aureg

public sector.bpub

There is also a plan to establish a

Supreme Commission for Information

and Communication to regulate media

affairs. The law would not apply to

social media. However, under it political

parties would not be allowed to establish

television channels and religious channelst

would be government run.

LEBANON

CIVIL MARRIAGEThe caretaker Justice Minister has

referred a draft civil marriage law

to the Council of Ministers, which would

give Lebanese citizens the right to a

secular marriage. Divorce and personal

status cases would still be settled by the

religious courts. Civil marriages

conducted abroad would be recognised

so long as they did not violate Lebanese

law. Civil marriage contracts would be

available for 500,000 Lira.

UAE: The EU has approved visa free

Schengen zone travel for Emiratis...

Egypt: Amendments to the

1966 Military Justice Code

have been approved...

Iran: An easing of sanctions on Iran,

including those on petrochemicals,

automobile imports and trade in

gold and precious metal have taken

effect. The International Atomic

Energy Agency has also agreed

practical steps which will need

to be taken by 15 May 2014...

Saudi Arabia: The Trade and Industry

Ministry has launched a 'Record

Your Marks' drive to encourage

commercial outlets and businesses

to register their trademarks...

Kuwait: The National Assembly

has approved a supplementary

decision regulating private nurseries

which will now require permits...

Qatar: A ban on trucks and machinery

being parked in Doha and its

suburbs, has been introduced

but there are exemptions for

those loading or unloading...

Bahrain: Amendments have been

announced to the rules on private

sector union representation and

rights to collective arbitration...

Bahrain: The Electronic Government

Authority has announced a new

national Tawasul system for

complaints and suggestions will

be implemented this year...

Oman: The Shoura Council is reviewing

a draft consumer protection law...

TAX AND FINANCE ROUND-UP


TAX AND FINANCE ROUND-UPCOVERING RECENT KEY TAX AND FINANCE DEVELOPMENTS – REGION-WIDE

company ownership rules. Threshresholds of company ownership rules. Thresh

ccontroller10%, 24%, 49% and 74% for c

nttroduced share approval have been in

anncialbased on shareholders’ fi na

ss will have tocapability. Authorised fi rms

aiin control submit reports and mainta

arehoreholder positionssystems enabling shareh

ed. Acd. Acquisitions which crossto be monitored. A

s wouwould need to be registered the bands wo

d approvved by the QFC. Those crossing and appapprov

the 49% or 774% threshold would have to ththe 49% or

etter to ther to the QFCRA confi rmingter tosubmit a lette

heir commitment to the fi rhe fi rm theyeir commitment to the fitheir co

purchase shares from.

SECURITY ISSUESThe Qatar Financial Markets

Authority has assumed

responsibility for issuing international

securities in partnership with the

Association of National Numbering

Agencies. All domestic securities will now

be given an International Securities

Identifi cation Number (ISIN) and

Classifi cation of Financial Instruments

code. One number will be used for each

security in domestic and foreign trading.

The ISIN consists of 12 alphanumeric

ccharacters according to the ISO6166

standstandard and are read from left to right,

with thehe fi rst two characters determined

by the couountry in which the securities are

issued.

MENA

FAKE STANDARDSThe Accocounting and Auditing

Organisation fo for Islamic Finance

Institutions (AAOIFI) hasas issued a

statement warning of fake e Sharia banking

standards circulating in the me market. They

have recently received a numbmber of mails

and calls about the legitimacy of sof so called

AAOIFI standards which have been n

circulated and downloaded on social social

media sites. AAIOFI have not confi rmed d nfi rmed

these copies or the information containned

in them.

They have also stated they will reseserve

their right to take legal action against

those who have been involved in this

copyright infringement.

UAE

EXCHANGE LICENSINGThe UAE Central Bank has issued

a licensing system for exchanges

which will apply to natural or legal persons

licensed by them to deal with the

purchase and sale of foreign currency or

travellers’ cheques. The system will also

impact local and foreign currency

transfers, the exchange of wages through

the Wage Protection System and other

licensed work. Licensees must be UAE

citizens aged 21 or over and contribute no ns aged 21 or ov

less than 60% of the company’s paid uphan 60% of the company’s paid up

capitaal. Applications will need to be made

to thee Central Bank and there are a range

of minnimum capital requirements they

need tto comply with. An additional 10% of

paid up capital will have to be given for

each aadditional branch opened and

licensees would be transferable, renewable

and vaalid for one year. Commercial banks

will nott be able to use the system.

INCOME TAX PLAN DENIEDThe UAE’s Finance Minister and

Dubai Deputy Ruler, Sheikh

Hamdaan Bin Rashid Al Maktoum has

deniedd there are any plans to impose

income tax on individuals in UAE.

Accordding to local newspaper reports last

year, thhe government was looking at taxing

foreignn remittances and was consulting

key stakeholders, including banks and akeholders, including banks and

other fi nancial institutions on the

proposals. No further information

regarding the tax’s basis, rate or scope

were provided and details are still

unavailable.

FOOTBALL SALARIESA UAE committee examining the

transfer of football players is

expected to propose a law amending the

current salary ceiling on players.

The move follows reports of multiple

breaches of contracts covered by the

salary ceiling, which came into force two

years ago.

The committee is expected to

coordinate with three sports’ councils to

discuss the relevant laws and regulations.

DUBAI

SECURITIES REGULATIONSThe Dubai Financial Market hat has

issued rules on borrowing andd

lending securities, which are expected toed toed to

come into effect in the fi rst quarterer of

2014, if investors are ready. The modelmodel

would ease restrictions on foreigners gnerss

borrowing and lending securities anes and

accredited agents would need to carryd to carry carr

out transfers.

TOURISM DIRHAMDecision has been issuA DeDecision has beeen issuued by the

er of Dubai introduciRulerr of Dubai introduccing what is

d the Tourism Dirhambeing called the Tourism Dirhhaam or a

arge on hotel guests. The minimal char ts. Thge on hotel guests. The

ry from seven AEcharge will vary ED to 20 AEDrom seven A

night. It will alsoper room per nig o depend on ht. It will als

ory. It is expectthe hotel’s category xpected it will y. It is e

h 2014.apply from 31 March 2 14

DIFC

COURT ORDER AGAINST DEUTSCHE BANK

al Financial The Dubai Internationa

he DIFC Courts have declared the

s in branch of Deutsche Bank AG was in

material non-compliance with

mation and requirements to provide informati

e DFSA fi leddocuments to the DFSA. The

proceedings in the DIFC Courts on 31 proceedings in the DIFC Co

October 2013 seeking orders for king o

Deutsche Bank AG to deliver information

and documents, relating to a DFSA

investigation into the bank’s conduct. The

Authority brought the Court proceedings

to enforce compliance with two

investigative Notices served on Deutsche

Bank AG requiring information and

documents to be delivered to the

Authority.

QATAR

COMPANY OWNERSHIP CHANGE

The Qatar Financial Centre

Regulatory Authority (QFCRA) has

brought into force changes to its

TAX AND FINANCE ROUND-UP


SAUDI ARABIA

MINIMUM WAGE CONFIRMATIONS

confi rmed there are no plans to

incincrease the minimum wage in thein

KKingdom for domestic workers despite

ththe signing of a recent labour pact.t

However, the Ministry did announce it is

preparing amendments to the minimum

wage under the Nitaqat programme,

which gives incentives to companies

depdepending on the number of Saudi

ployployees’ (a fi gure derived from the‘emplo

ummber of Saudi employees in a actual num

annd their earnings). Under the company an

aa Saudi national earning over proposals, a

als ws would be classed as two8,000 Riyals w

Those earhose earning 4,000-7,999employees. T

ould be counted as ocounted as one and thoseRiyals would be c

ng 2,000-3,999 would bebe counted earningng 2,000

half an employee. However,emmployees as haalf an emp

earning 1,999 Riyals or less would nd not beng 1,999 Riearning 1,9

t all. For many employers, s, this all Focounted at all. Fo

ffectively raise themeasure would eff

r many Saudi employees minimum wage for man

by 1,000 Riyals.

BAHRAIN

TAKAFUL REVIEWrain has ain haThe Central Bank of Bahra

announced a review of its

micicregulatory framework for takaful or Islam

Insurance. The sector has grown

signifi cantly in recent years. According to

a review of the global Takaful market -

Global Takaful Insights 2013, the GCC

takaful industry generated 67 percent of

global gross takaful contributions,. This

market is estimated to have reached

US$11 billion in 2012 (from US$9.4 billion in

2011). However, there have been concerns

that regulatory changes are needed to

ensure the industry’s long-term

profi tability.

JORDAN

FINANCIAL REFORMThe Governor of Jordan’s Central

Bank has announced his support

(IMF)for International Monetary Fund (IMF)

conomy over theplans to reform their econom

attract foreignnext three years to at

t. A two billion dollar loan taken investment. A

out in 2012 led to fuel subsidies being

cancelled and electricity prices being

increased. Taxes for families have also

begun to be increased this year as a result.

The IMF has recommended a number of

changes, including reforming income tax

to increase government revenue by 1% of

GDP, ending water subsidies and

reforming bread subsidies.

EGYPT

FATCA CRACK DOWN

Central Bank has said banks there

will close the accounts of US citizens who

dodo not disclose their assets to the US

Treasury in line with the US Forsury in line with the US Foreign

Accounts Tax Compliance Act (Tax Compliance Act (FATCA). ce A

Under Egyptian law the Governmment will Gov

not disclose such amounts without client ut clientmount

authorisation. FATCA obliges all banks and ATCA obligblig

fi nancial institutions to report the itutions too repo

balances of any US citizens with over of any US cittizens wi

to the US Treasury or $50,000 deposited to the US Treas

hhface penalties. Withhholding obligations

under FATCA are dunder FATCA are ddue to begin on 1 July

US Internrnal Revenue Service 2014. The US Inter

d itits fi nal version of the has recently issued

iccipating FFI andAgreement for Partic

FFFI’ which give Reporting Model 2 F

cicial institutions who guidance to fi nanc

eded.could be impacte

NEW TAX LAWSstry and Tax Egypt’s Finance Ministry

pected to Association are expe

a new VAT law, despite shortly announce a new V

resistance from businesses. It is expected resistance from bur

Egypt will opt for a VAT rate between 10gypt will opt for Eg

and 12%. Currently, tax revenues only dand

account for around 15% of state income in

the country. The Egyptian Cabinet has

also approved a draft law exempting

banks from paying income tax. If

approved Egypt Law No. 11/2013 will be

repealed as a result.

OMAN

CORRUPTION CLAMPDOWNOman endorsed the UNO

Convention Against CorruptionCo

sue of Sultani Decreewith the iss

13. The UN Convention willNo.64/201

nt existing Omani legislation insupplement exis

g the Penal Code and this area including

on Law. However, goingAnti-Corruption

Government may amend theforward the G

ption Law to bring it in line with Anti-Corrup

vention or create a new lawthe UN Conve

mplement the Conventions’ which would imp

N Convention not onlyprinciples. The UN C

s to be adopted tosets out the measures to

ublic sector, it alsofi ght corruption in the pu

or preventing sets out the guidelines for p

and the private corruption in the judiciary a

uires member states tosector. It also requires me

participation of promote active pa

ndividuals and groups outside the publicindividuals and g

sector in the prevention of, and the fi ghtthe pre

against corruption and raise public

awareness on the topic.

GCC

INTERNAL BANK SYSTEMCentral Bank representatives

from the GCC countries have

announced they are currently examining a

unifi ed system for inter GCC Central Bank

payments. The aim is to establish a

payment mechanism which GCC Central

Banks can use to transfer payments

between themselves without needing

external banks.

The GCC Central Banks have issued

a criteria document which requires some

GCC countries to amend their laws and

improve banking standards in order to

apply the system.

The system has been under

consideration since 2005. With the GCC

unifi ed currency project almost complete

it is hoped the interpayment system could

be in place by 2015.

Qatar: A tax treaty with Morocco was signed on 27 December 2013 but is not currently in force. It

replaces a previous one which was effective from 1 January 2010.

Kuwait: The provisions of a tax treaty with Ireland came into effect on 1 January 2014, as does a

treaty with Portugal.

Bahrain: The provisions of a double taxation tax treaty with Hungary apply to residents of both

countries and comes as Bahrain looks to implement OECD tax information standards.

CASE FOCUS


WHAT’S BEEN HAPPENING?

“T he sports market has grown rapidly

regionally and globally. A recent PwC

report showed the sports sector in

Europe, the Middle East and Africa

is the second largest sports market in the world and

worth about US $42.8 billion in annual revenues

with growth estimated at 4.6%. Sponsorship is one

of the fastest growing segments. The Middle East is

considered the prime emerging sports market and

continues to grow and offer scope for development.

This creates opportunities for domestic and

international companies, whether involved directly

in sporting activities or broader associated services.

This regional growth, exemplifi ed by successful annual

Formula 1 races in Abu Dhabi and Bahrain, as well as

world class golf, tennis, swimming, horseracing and

rugby tournaments in the region, has combined with

the awarding of the FIFA 2022 World Cup to Qatar,

to help revolutionise this industry here and create an

appetite for more sporting events,” Steve Bainbridge

explains.

“The regional development of sports law, like

elsewhere, can be viewed in two broad but related

tracks. The fi rst is dispute resolution and the second

commercial transactional work. On the dispute

resolution front, the Fourth Court of Arbitration for

Sport (CAS) Centre has been established in Abu Dhabi

and is expected to be up and running shortly. The

Abu Dhabi Judicial Department will then provide the

CAS with technical support, technology and human

resources to administrate arbitration sessions. It will

also provide CAS with facilities and premises to hold

meetings, and arbitration and mediation sessions

in Abu Dhabi. Once fully operational, this centre will

conduct local, regional and international sports related

hearings and provide facilities for video calls with

experts and witnesses worldwide. Judges, lawyers and

researchers will also have access to training on CAS

procedures and sports law. We also believe a draft

law to form an Emirati Centre for Sports Arbitration is

under consideration and currently before the Council

of Ministers. This would be the fi rst centre of its kind

in the GCC. It is expected it will hear submissions

and make decisions on cases which have not been

resolved by specialist sports committees. Details are

currently provisional but the potential to have cases

heard in specialist forums will increase the likelihood

that key issues can be properly identifi ed and isolated.

The standard approach in many jurisdictions, where

specialist issues are processed through more general

forums, can leave litigants feeling industry particulars

and situations are not properly understood. This

specialisation can also improve judicial specialisation,

user satisfaction and permit administrative systems

to better manage case fl ows and assign appropriate

resources."

“Commercial transactional sports-related work

has also increased across the GCC. The amount of

A SPORTCHANCE

CASE FOCUS


ING High profi le events, new arbitration mechanisms

and a growing interest in corporate sponsorship

have put sports in the spotlight. Steve Bainbridge,

Head of Al Tamimi & Company’s newly launched

sports law practice - the fi rst of its kind in

the region - looks at the regional picture.

work either based on a core sporting goal or at least

featuring a signifi cant sports-related element is

growing. This includes various matters, from core

IP issues like brand protection and exploitation,

through all aspects of sport, team, player and event

sponsorship, broadcast agreements, all event

aspects and venue management related deals

(including agreements for services such as catering,

transportation, maintenance and health and safety).

This type of work is varied, consistent and rapidly

expanding and we are also seeing lots of repeat

business,” Bainbridge explains.

“Firms like ours are no longer just seeing big

sponsors coming for advice but also smaller ones, e.g.

businesses who are only sponsoring apparel for a single

event. There has also been an increase in community

participation events and charity activities like fun-runs

and walk-a-thons. There are signifi cant demands when

organising these. As well as title sponsorships, there

are often numerous value-in-kind arrangements,

including media partnerships to advertise in local

papers and apparel agreements to provide branded

event clothing or giveaways to competitors. In these

cases it is important both sides ensure the benefi ts

and obligations of their collaborations are clear –

particularly if there is an element of relationship

building which can lead to multi-year alliances and joint

activation of sponsorship."

“Sport and an interest in sport is not new in the

region. Success is breeding success and the sporting

calendar is becoming busier. The fi rst-ever Dubai

Tour took place in February 2014. Dubai also holds the

annual Horse Racing World Cup and Abu Dhabi has

hosted a successful stop in the Volvo Ocean Race,

while Doha is making plans for the 2015 Handball World

Cup.”

“Sport is seen as a lifestyle factor capable of

improving GCC citizens’ health. There are efforts to

raise awareness and help tackle the region’s diabetes

epidemic with events like the ICLDC walkathon in

Abu Dhabi. There is also a regional push to encourage

public participation in activity."

"This has included the National Sports Day

activities and public walking programmes like the ‘Step

Into Health’ programme sponsored by the Aspire Zone

Foundation or the 'Train Yas' sponsored by ActiveLife

programme. These and other mass participation

events like the Standard Chartered Dubai Marathon

and the RAK Half Marathon, indicate there are many

opportunities. Insurance companies and major banks,

amongst others, have found these events provide

signifi cant sustainable sponsorship value or at least

worthwhile Corporate Social Responsibility initiatives,”

Bainbridge says.

“As a result of the proliferation of major sporting

events in the region, lawyers engaged in sports

related practices here can now move from project

to project without leaving the core sports sector. So

those starting their careers in sports-related work

CASE FOCUS


can have the opportunity of

diversifying and polishing their

skills set across a wide range

of sporting matters.”

INTERFACE WITH IN-HOUSE LAWYERS“In the past unless you were

directly involved in a sports-

related industry, in-house

lawyers would rarely be more than tangentially

affected by sports law developments. However, with

the sector’s regional growth, we are seeing more

in-house lawyers trying to gain a basic knowledge of

key legal areas, including sports-specifi c intellectual

property concerns and broadcast rights.“

“In-house lawyers often have a

thorough understanding of their client

but may be missing a timely background

understanding of the implications of new,

non-core activity. If you act in-house for

an entity involved in sporting or event

matters, familiarity with the range of

rights and obligations in play and how they

are typically handled by practitioners

specialising in this area, can be invaluable. As a result,

we have seen an increase in requests to provide

specialist training to legal and non-legal managers.”

WHAT ARE THE REGIONAL TRENDS?“Compared to Europe and North America, the Middle

East regulatory and legal framework in this area is

evolving rather than established. However, those

jurisdictions are being considered when building

on the existing legal systems here. International

standards and approaches are being adopted

where benefi cial, rather than starting from scratch

where there are credible existing models. There

is an appreciation the region can gain from a

complimentary rather than competitive approach.

This has been shown, for example, by the use of

existing FIFA dispute resolution procedures for

disagreements between football clubs and the

UAE National Olympic Committee (established by

Ministerial Resolution No. 200/1979) which provides a

framework within which the International Agreement

on Anti-Doping operates."

"GCC countries have the option to tailor

international standards to their own circumstances.

So we suspect legislative developments here will

tend to be more evolutionary than revolutionary and

conducted on a case-by-case basis, where needed.

The opening of the Fourth CAS offi ce in Abu Dhabi is

an example of this."

"Of course there will be cases where it may be

useful to enact specifi c laws to ensure regional

sporting developments remain at the forefront

of global standards and lead where they can. For

example, we understand the UAE Federal National

Council is currently considering a draft Federal Law

on Security of Venues and Sports Events," Bainbridge

says.

“There has also been a noticeable shift to more

complex sponsorship deals. Ten to twenty years ago

large investors might ask for signage and TV coverage

in exchange for a set fi nancial amount. Now they are

more likely to identify and seek a greater return on

sponsorship investments (e.g. a range of corporate

hospitality options, preferential employee discounts,

co-branding opportunities and joint initiatives on

matters like promotional competitions and mutual

access to CRM data)."

"In addition post Lance, Tiger and Oscar, sponsors

and sponsees also need to understand how and in

what circumstances sponsorship deals

can be terminated and their rights in

certain situations. Smaller sponsors are

also getting involved and may be more

likely to want value-in-kind agreements to

benefi t from the upside of sponsorship

association, without the burden of cash

investment. When done well this creates a

reviewable dynamic, with obligations and

opportunities for marketing and activation

on both sides. Ten to twenty years ago such activities

were often construed as one-time transactional

events not the cornerstone of a relationship. As the

sports market has become more sophisticated, those

drafting the sponsorship agreements must do so in

line with client expectations and the diversifi cation

of rights and benefi ts in the types of deals evolving

today. Regionally, the range of suitable sponsors

may also vary because of local laws and cultural

considerations. For example, a Grand Prix organiser

in the UK might allow alcohol advertising but those in

the Middle East will not view this in the same light given

local legislation on alcohol advertising and cultural

concerns. UAE, restrictions on alcohol advertising are

governed by Federal Law No. 15/1980 (the Publications

and Publishing Law), Federal National Media Council

Resolution No. 35/2012 (on advertisement content

standards in mass media), Federal Decree No. 5/2012

(the Cyber Crimes Law) and Federal Law No. 3/1987

(the Penal Code)."

"These make it clear sponsorship is classifi ed as

advertising. At the Emirate level, UAE Federal Laws

are complimented in Abu Dhabi by Abu Dhabi Law

No. 8/1976 and in Dubai by the 1972 Liquor Control

Law. This means alcohol advertising involving sporting

events in the UAE is prohibited. GCC event organisers,

particularly those seeking sponsorship, also have to

consider the impact of legal guidelines and cultural

attitudes towards modesty and fashion."

"So when working in the sports and events area

here clients need to know not only what market

sponsorship is available but also the rules and

restrictions which apply and the effective roll-out of

strategies in those markets.”

RELATED STORYNew Egyp an Sports Law Commi eeLNB News 04/11/2013 17The Egyp an Sports Minister, hasannounced a new commi ee to dra a new sports law is being established.

Steve BainbridgeRegional Head of Sports

Law & Events ManagementAl Tamimi & Company

Steve Bainbridge

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LAW FOCUS

1414 lexismiddleeastlaw.ae | April / May 2014 | Lexis Middle East Law Alert |

those with a determined value, subject to a cap of

30,000 AED."

"Those payable for fi ling appeals against judgments

issued by the Dubai Courts of First Instance are 1.5%

of a claim’s value for those with a determined value,

capped at 6,000 AED."

“Court fees payable for civil or commercial claims

fi led before the UAE Federal Courts amount to 4% of

a claim’s value subject to a cap of 30,000 AED, on the

other hand, for claims fi led before the Federal Courts

of First Instance and the Federal Courts of Appeal. In

the other Emirates, except Abu Dhabi, court fees are

also subject to a ceiling,” Talih explains.

“When comparing these fees with arbitration fees

payable for the registration of arbitration cases with

the Abu Dhabi Commercial Conciliation & Arbitration

Centre, a number of factors, come into play, including

the disputed amount, the number of arbitrators and

the complexity of the case.”

“Any party who wants to register an arbitration

case with the Centre, must fi rst pay a one-time

non-refundable 1,000 AED fee. They must also settle

the appointed arbitration panel’s fee, which is worked

out on an ad valorem basis."

"So, if a claim’s value amounts to 3,000,000

AED, the fee is 109,000 AED or 272,500 AED for

a panel of three arbitrators. Where a claim’s value

is 300,000,000 AED, the applicable fee for a sole

arbitrator panel amounts to 645,000 AED or 1,317,500

AED for a three arbitrator panel. In comparison, the

court fees payable before the Abu Dhabi Courts of First

Instance for a claim value of AED 300,000,000 would

amount to 9,000,000 AED under the new law.”

“However, a further fee is levied by the Abu Dhabi

Commercial Conciliation & Arbitration Centre in return

for its services, which amounts to 15% of the arbitration

panel’s fees. The Centre’s director may also modify the

arbitration panel’s fees in line with the case’s particular

circumstances and consider any complexities which

may arise during the proceedings.”

WHAT’S DRIVING THIS?“These changes are intended to prevent infl ated and

speculative claims. The hope is because of the higher

COUNTING THE COSTSThe Abu Dhabi Government has amended its judicial fees regime. Mazen Talih, Associate

in Bin Shabib & Associates’ Abu Dhabi offi ce looks at what this means to litigators.

WHAT’S HAPPENING?

“T he Abu Dhabi

Government

has passed

a law - Abu

Dhabi Law No. 6/2013 - which

regulates and determines,

among other things, court fees

which must be settled by any

litigant wishing to use the local courts, for

dispute resolution purposes. It was passed at the

end of 2013 and came into effect on 1 January 2014

without any transitional arrangements. Basically, it

replaced Abu Dhabi Law No. 16/2008, which previously

regulated applicable court fees in the Emirate but only

regulates court fees payable before the local courts

and not other Federal courts,” Mazen Talih says.

“Court fees are fees which must be settled by any

litigant in order to fi le a lawsuit before the competent

courts. These include fees payable to the Emirate’s

Court of First Instance, Court of Appeal and Court of

Cassation as well as court expert fees. However, fees

in this sense do not include legal fees, advocacy fees

or any other costs, including translation costs or party

appointed expert witness costs."

"Court fees are usually determined on the basis

of the monetary value claimed under a certain

lawsuit. Although, there are exceptions like claims with

undetermined value and personal status claims. The

prevailing party in a lawsuit is usually awarded court

fees,” Talih explains.

COMPARISONS WITH ELSEWHERE?“Currently, in Dubai, court fees payable for civil or

commercial claims fi led before the Dubai Courts of

First Instance, amount to 7.5% of a claim’s value for

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Some databases list over 10,000 laws for the UAE – but not all are in force.

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happening on the ground.

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Updated daily. In English and Arabic.

LAW FOCUS


fees now payable by litigants,

people may be encouraged

to use alternative dispute

resolution and amicable

settlements more often."

"The change is in line with

the general direction of the

judicial authorities in Abu

Dhabi, who seem to want to

encourage more alternative

dispute resolution,” Talih says.

MOST SIGNIFICANT CHANGES?“Under the old law, court fees

which applied for fi ling a lawsuit before the Courts of

First Instance amounted to 4% of a claim’s

value (if the claim had a determined value),

subject to a 20,000 AED ceiling which

applied for civil and commercial claims."

"The maximum amount of court fees

payable for fi ling a lawsuit before the Courts

of First Instance, was capped at 20,000

AED, irrespective of a claim’s value. The

previous ceiling at which fees were capped

for civil and commercial claims has been

abolished."

"Article 28 of the new law stipulates any party

wishing to fi le a civil or commercial claim before

the Courts of First Instance, must settle court fees

amounting to 3% of a claim’s value, without any

applicable ceiling and they are no longer subject to

any cap."

"For example, for those with a claim value of 1

million AED in a civil or commercial case, court fees

will amount to 30,000 or 300,000 AED for cases

with a claim value of 10 million AED."

"In addition, court fees payable for fi ling appeals

against judgments issued by the Courts of First

Instance are 3% of the claim value for claims with a

determined value, whether the appeal is fi led by the

plaintiffs or defendants. Although, in this case the

fees have remained capped at 10,000 AED, in line

with the previous law’s provisions,” Talih explains.

OTHER APPROACHES“Public entities are exempted from the settlement

of court fees as are employees fi ling labour cases

against employers, whether before the Abu Dhabi

Courts of First Instance, Courts of Appeal or Courts

of Cassation," Talih explains.

“Court fees payable before the Abu Dhabi Courts

of Appeal for appeals fi led after the 1 January 2014

will be computed in line with the new law’s provisions.

Nevertheless, appeal fees under the new law

remained capped at 10,000 AED."

"Any party who wants to fi le an appeal before the

Abu Dhabi Courts of Appeal will be bound to settle 3%

of the claim’s value, subject to a ceiling of 10,000 AED.”

Mazen TalihMazen TalihAssociate

Bin Shabib & Associates (BSA) LLP

RELATED LEGISLATIONAr cle 1, Abu Dhabi Law No. 6/2013This Law applies to all lawsuits,appeals and requests before the courts and judicial commi ees at the Abu Dhabi Judicial Department. It also applies to all notary transac ons and authen ca ons registered or submi ed a er the date this lawcame into force.

(Source: Lexis Middle East Law)

COMPARING OTHER TYPES OF CASE“Under the new law, court fees applicable for

registration before the Abu Dhabi Courts of First

Instance of any claims other than commercial or civil

claims are subject to a cap of 30,000 AED. Cases can

be separated into commercial, civil, labour, personal

status and criminal categories. However the court fees

payable for the registration of personal status, criminal

and or labour cases fi led by employees are subject to a

ceiling lower than AED 30,000," Talih explains.

“So labour cases fi led by employees against

employers before the Abu Dhabi Courts, are exempted

from Court fees, whether they are heard before the

Abu Dhabi Courts of First Instance, Courts of Appeal or

Courts of Cassation."

"However, labour cases fi led by employers against

employees before the Abu Dhabi Courts of

First Instance, will be subject to court fees

amounting to 3% of the claim value, subject

to a cap of 30,000 AED."

“Court fees applicable to personal

status claims fi led before the Abu Dhabi

Courts of First Instance and Courts of

Appeal, will not exceed 600 AED in each of

these stages.”

WHAT’S THE IMPACT?“These changes could discourage litigants who are

prone to high value speculative litigation and infl ated

monetary claims. For example, it could impact

those with claims involving general damages, loss of

opportunity or damage to or loss of reputation."

"There could also be a positive impact on

defendants who could be prone to procrastination,

tempted to delay the resolution of indefensible

disputes or who fail to pay what may be a

straightforward debt."

"However, the new law could also adversely affect

individuals and small businesses who want to make

justifi able claims before the Abu Dhabi courts, as they

may lack the necessary fi nancial resources to pursue

major claims in what could now become a costly

litigation process."

"Going forward litigants, whether plaintiffs or

defendants in Abu Dhabi will need to fi rst seriously

analyse their claim’s chances of success, counterclaim

or defense, as tends to happen in other jurisdictions

where the winning party’s legal costs are payable by the

losing party, which can discourage exploratory types of

litigation."

"Legal practitioners will also now have to advise

their clients very carefully on the chances of success,

as opposed to simply undertaking any new instructions

regardless of the potential outcome as they may have

done when fees were likely to be minimal."

"This law is a welcome step which may improve

the legitimacy and reasonableness of lawsuits and

encourage alternative dispute resolution initiatives,”

Talih concludes.

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IN-HOUSE PROFILE GENERAL COUNSEL & COMPANY SECRETARY – MEDIA

Having a watching briefHelena Samaha, General Counsel and Company Secretary at OSN talks

about the scope of media regulation across the region and potential gaps.

YOUR BACKGROUND AND BUSINESSI hold a Maitrise in International Business Law and EU

Competition Law from Université Panthéon Assas

(Paris II) and an LLM from Kings College, London having

moved initially from France. I trained with Clifford Chance

in London in their Banking and Finance department

before joining Virgin Group, where I headed the group

legal function. Later I moved to DLA Piper as a partner in

the Technology, Media and Commercial group, before

going to Paris as EMEA General Counsel for AlixPartners,

a global performance improvement and turnaround

advisory fi rm. In 2011, I moved to Dubai and joined

OSN as General Counsel and Company Secretary,

overseeing all their legal affairs and advising the Board

of Directors as the Company Secretary. As a corporate

and commercial lawyer with experience of handling

cross-border transactions, I 've been able to use my skills

and knowledge across a range of jurisdictions, and this

has been aided by having a dual qualifi cation in civil and

common law, and language skills including English, French

and Arabic. OSN is a leading pay-TV network in MENA

headquartered in Dubai's Media City and was created

by a merger in 2009 between the Orbit and Showtime

pay-TV platforms. Last year, we acquired Pehla Media

& Entertainment, which added around 40 South Asian

channels to our offering, including the ICC Cricket

World Cup. We've also recently strengthened our

Filipino content with the TFC channels. We offer a wide

range of premium television entertainment and carry

nearly 140 channels. We use the latest technology,

including 44 high-defi nition channels and 3D

entertainment and offer exclusive fi rst-run access to

the latest media content including box offi ce movies,

sports and series. We've achieved many fi rsts with our

DVR HD, fi rst online TV platform (OSN Play), fi rst 3D,

HD, internet enabled satellite receiver and recorder

(OSN Plus HD) and fi rst Video-on-Demand service

(OSN on Demand). Our rights span 24 MENA countries

and our distribution model varies in each country. As

well as being a direct-to-home and satellite distributor,

we also cater for cable subscribers and are currently

diversifying our digital distribution channels.

REGULATORY LANDSCAPEWe're subject to various regulations. The content aspects

are regulated by higher cultural and information

authorities (e.g. the UAE National Media Council), while

the broadcast, delivery and technology activities are

usually regulated by the ruling telecommunications

authorities (e.g. the Telecommunications Regulatory

Authority in the UAE). Certain jurisdictions also have

specifi c requirements on importing set top boxes or

using encryption. The Dubai Technology and Media

Free Zone Authority and TECOM Investments have also

come together to create one regulated platform which

consolidates and simplifi es the various regulatory

frameworks, by providing a one-stop shop to help

license and support broadcast media businesses like

ours. Our business is deeply embedded in technology,

including mobile technology, so there are many ways

for us to get our products to market which we assess

on a jurisdictional and case-by-case basis. Operating in

emerging markets is a challenge. It means being subject

to constant change in applicable rules. To ensure

we keep abreast of these developments , our team

includes a regulatory practice and we have employed

an international law fi rm to act as our regulatory

watchdog across our markets. We also work with our

commercial partners (cable companies and satellite

capacity providers) to tackle piracy and preserve our

IP rights. In the UAE, where there is a more developed

legal and regulatory framework for IP protection,

we also work with enforcement agencies. We have

developed and use certain technical and other

operational tools to track and monitor illegal activities.

It would be helpful if each country in the region

reviewed and updated their intellectual property right

regulations to ensure they take into account today’s

actual threats, including those due to technological

developments. There is also a strong case for the GCC

countries to enact and enforce a unifi ed copyright law

similar to the patents and trademarks legislation, as

anti-piracy efforts and combating other intellectual

property threats would be best led by regulation.

IN-HOUSE PROFILE


PRACTITIONER PERSPECTIVE

Dino Wilkinson of Norton Rose Fulbright looks at how TECOM’s regulatory regime compares to elsewhere in the region.

REGULATORY LANDSCAPE IN THE UAEThe Dubai Technology & Media

Free Zone (DTMFZ) includes

the Dubai Media City (DMC)

which is specifi cally for media

companies and was established

by Decree in 2000. The Dubai Technology & Media Free

Zone Authority (DTMFZA) is the freezone’s sole independent

regulator and implements certain regulations which apply

specifi cally to companies operating there. In Abu Dhabi, the

Media Zone Authority (MZA) was formed in 2007 when the

Emirate’s Media Zone (twofour54) was established as a free

zone. Like the DTFMZA, this free zone is fully independent

and has administrative capacity and responsibility for setting

and implementing the regulations and codes of practice

which apply to companies operating in twofour54. In both

of these free zones, all of the UAE Federal Laws (including

criminal laws) except for the Commercial Companies Law

apply. The disapplication of the Commercial Companies Law

means that free zone companies can be established with

100% foreign ownership and there is no need for majority

ownership by a UAE national as would be the case for an

onshore UAE company. Both regulators issue regulations that

are applicable to the relevant free zone. As well as regulations

governing corporate establishment, licensing, employment

and sponsorship issues, there are rules specifi cally related to

media companies and media-related activities. For example,

the DTMFZA has established an independent tribunal called

the Broadcast and Publishing Standards Tribunal (BPST),

which adjudicates on issues regarding the appropriateness

of media content produced by DMC broadcasters and

publishers. According to their website the BPST does not ‘act

as a general fi lter for content, nor as a censorship authority’.

There is no requirement under current regulations for media

companies there to submit any content to DTMFZA or BPST

for prior approval. The DTMFZA issued certain Codes of

Guidance in 2003 primarily for broadcasting and publishing

companies. The Code’s introduction states they are ‘based

closely on the Codes published by the Broadcasting Standards

Commission in the United Kingdom’ and take into account

the codes of practice published by other UK bodies including

the BBC and Press Complaints Commission. They include a

Code on Standards which applies generally to all publishing

and broadcasting businesses in DMC and a Code on Fairness

and Privacy which is aimed more specifi cally at broadcasters.

Freedom of expression is acknowledged as a cornerstone of

DMC’s business proposition (and is also enshrined in the UAE

Constitution). However, broadcasters also need to ‘be mindful

and take into account the prevailing social and religious mores

of the United Arab Emirates and the Middle East and Islamic

region generally’.

The MZA published its Content Code in 2011 which sets out

the editorial standards companies in twofour54 must maintain

when intending to publish, broadcast and or communicate

content to the public. This Code also acknowledges the

importance of freedom of expression alongside a duty to take

account of cultural and social expectations. The free zone

regulations sit under the federal laws which apply to both free

zone and onshore companies. Of particular note for media

companies is the Publications Law (Federal Law No. 15/1980)

which governs content in any medium. It is administered by the

National Media Council and contains various prohibitions and

penalties. The Cyber Crimes Law (Federal Law No. 5/2012) also

applies to digital content.

ACROSS THE GCCElsewhere, most GCC states have a similar constitutional

guarantee of freedom of speech or expression. The

constitutions are generally supplemented by national laws

which contain specifi c restrictions on the publication of

certain views or messages deemed to be harmful (similar

to those contained in the UAE’s Cyber Crimes Law). The

key exception is Saudi Arabia where the Basic Law does

not protect freedom of expression. Instead, Article 39

requires all media in Saudi Arabia to 'employ civil and polite

language', 'contribute towards the education of the nation'

and 'strengthen unity'. The Basic Law expressly prohibits any

communications which lead to 'disorder division, affecting the

security of the state and its public relations, or undermining

human dignity and rights'. However, the 2003 Press and

Publications Act in Saudi Arabia does offer a basic guarantee of

press freedom 'within the limits of Sharia Rules and Law'. The

Act then goes on to list various types of prohibited journalism.

KEY CONSIDERATIONSRegional media companies must take heed of the relatively

strict controls placed on content and be familiar with the

local laws on defamation and prohibited messages. Typically,

GCC states will have the right to censor publications or

broadcasts prior to distribution and there are often specifi c

legislative provisions protecting against the disparagement of

the state and its symbols, leadership and institutions. Local

governments are also striving to combat perceived threats

to national security and regional stability by strengthening

defamation laws and other legislation. Most recently, Bahrain

amended its Penal Code to provide for punishment by way of

imprisonment for up to seven years and a fi ne of up to 10,000

Dinars (US $26,523) for anyone who offends the King, the fl ag

or the national emblem in public.

Dino WilkinsonPartner

Norton Rose Fulbright

Di Wilki

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IN-HOUSE PROFILE


IN-HOUSE PROFILE CHIEF FINANCIAL OFFICER – ENERGY

Powering onAhead of his return to Europe, Karel Breda, Chief Financial Offi cer

at GDF Suez Energy South Asia, Middle East & Africa (SAMEA) talks

about the GCC’s evolving energy market and what’s next.

YOUR BACKGROUNDI have a Master’s Degree in Applied Economics from

Katholieke Universiteit Leuven in Belgium and an MBA

from Chicago University. Before being appointed the

CFO for GDF Suez SAMEA in 2011, I worked as the Head

of the Acquisitions, Investments & Financial Advisory

department for the Middle East and North Africa in

GDF Suez. I’ve been involved in numerous projects,

including the project fi nancing of Al Dur in Bahrain,

Shuweihat 2 in Abu Dhabi, Riyadh PP11 in Saudi Arabia

and Barka 3/Sohar 2 in Oman.

A TYPICAL DAYWhilst such a thing as a typical day doesn’t really exist,

if I took a two-week period and averaged it out, it would

consist of monitoring how our underlying business is

performing, problem solving and working on special

projects. I usually have internal meetings with the

management team and the international headquarters

in London to discuss region-wide and specifi c planning

issues.

YOUR BUSINESSWe are a French-owned company headquartered in

Paris. We were established in July 2008 following a

merger between Gaz de France and Suez. Today the

GDF SUEZ Group ranks among the world’s leading

energy companies. We operate in some 70 countries,

in three core businesses - electricity, natural gas, and

energy and environmental services - around a model

based on responsible growth. The group employs

around 150,000 people worldwide and achieved

revenues of €81.3 billion in 2013. Our business is

organised into six divisions, including the International

Energy business line, which is active in power

generation and closely linked businesses, including

downstream liquefi ed natural gas, gas distribution,

desalination and energy retail in 31 countries across the

globe. Our business uses the International Financial

Reporting Standards and because local standards

are so similar to these and give priority to them, where

they are silent on a particular point, their use across

the jurisdictions we operate in does not cause us any

issues. Similarly, whilst there were some adjustment

issues when they were fi rst introduced and they vary

from country to country, our fi nancial control system is

broadly the same across the business and so this does

not cause us any issues.

REGULATORY DIFFERENCESPower projects started to take off in the 1990s and

really took off in the early 2000s in the Middle East.

However, the regulatory environment has, and still

is, evolving so change will not come overnight. There

are some key differences between Europe and the

Middle East. When it comes to the emphasis on power

projects, the GCC countries, like Europe 20 years ago

have been focusing on traditional power, like thermal

power plants, whilst Europe has been focusing more

on renewable projects like wind farms. Whilst Europe’s

market is open in the sense you can apply to build

a power plant and so long as you are approved, go

ahead and build it, the GCC countries have a much

more organised market where tenders are set up by

the governmental authorities, who specify the land

on which the plant should be built and how much

energy it should produce, as well agreeing the tariff

and its duration. For example, in Dubai there is no

private involvement in the energy sector and DEWA

is the sole body. Whereas in Abu Dhabi there is much

more of a partnership between the private and public

sectors. There are also differences on the mergers

and acquisitions and project fi nance fronts. Whilst

Europe has focused more on project fi nance for

renewable projects, the GCC countries have generally

been focusing on project fi nance for traditional

power projects, although Saudi Arabia, Oman and

Abu Dhabi seem to be focusing more on renewable

energy projects lately, with much anticipation around

Saudi Arabia’s KACare renewable energy projects

programme and Abu Dhabi’s Masdar project.

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IN-HOUSE PROFILE


Economic drivers are the primary reason for this. Whilst

approximately 1000-2000MW of energy is being

added in the region annually through traditional power

plants and projects, it is harder to add that amount of

renewable energy capacity. Meanwhile, on the mergers

and acquisitions front, Europe have tended to have a

much more M&A-driven market for power projects and

deals have tended to be more complex and normally

involve entire utility businesses. In the GCC countries,

concluded deals have tended to involve individual

companies and so have been much simpler.

COMMERCIAL OUTLOOKWhile some of the GCC countries are continuing to see

growth, particularly in Kuwait and Qatar, other countries

like Bahrain, Oman and the UAE, are starting to see

growth stabilise. Nuclear power is starting to take off

in the UAE and because of its sheer geographical size,

Saudi Arabia could also embark on a signifi cant nuclear

power plant programme. This offers us opportunities

but also serves to highlight the ever-increasing

competitive market we are operating in, as more and

more players enter the local market. We do not see the

local market’s growth potential reducing any time soon,

but we are constantly looking at how we can best place

ourselves to take advantage of these opportunities

and keep abreast of the ways in which each market will

develop.

PRACTITIONER PERSPECTIVE

New trends are emerging following a period when a tried and tested approach has been seen. Mohamed Hamra-Krouha examines what’s changed and why.

In the last fi ve to six years,

signifi cant developments and

trends have emerged in the power

and water sectors. Whereas mainly

international players used to lead

bids to develop Independent

Water and Power Projects (IWPPs), regional players are now

more active, creating a more competitive market. For example

Taqa in the UAE, holds Abu Dhabi's 60% share in each of Abu

Dhabi’s IWPPs and has been targeting other regional markets.

We've also seen a trend for shorter-term fi nance packages for

projects. Before 2008, IWPPs used to rely almost exclusively

on long term (15 to 20+ years) fi nancings but we are now

seeing project fi nance terms of about four to six years. These

so-called 'mini-perm' structures provide for refi nancing halfway

through the term. The risks (and benefi ts) associated with the

refi nancing can be allocated along different lines (depending

on the case) between developers or project companies and

the offtaker or awarding authority. The GCC and wider region

have become more attractive to both international and local

investors.

As a result a more competitive market has emerged, while

rates of returns have been declining. On the fi nancing side, since

2008 and the global fi nancial crisis, there have been fl uctuating

liquidity levels for regional projects resulting in combinations of

Export Credit Agencies fi nancings, local tranches and Islamic

fi nancings with occasionally 'mini-perm' fi nancings. Most

recently project bonds refi nancing all or part of bank fi nancing

have been mooted with a fi rst issuance recently completed for

the Shuweihat (S2) IWPP in Abu Dhabi.

KEY CONSIDERATIONSThe contractual framework involves a number of governing

laws. For power purchase agreements , relevant local laws are

mostly used, whereas construction contracts are governed

by either the local laws or English law. Finally, fi nancing

documentation is typically governed by English law. New

companies contemplating entering the market, should be

aware it is highly competitive, sophisticated and developed.

So they should conduct careful due diligence and thoroughly

understand which projects they should pursue.

Companies should also start their bid preparation early

and ensure they look as soon as possible at projects, hiring legal

and fi nancial advisers and engaging with stakeholders, including

export credit agencies to ensure they get the best terms,

especially when it comes to fi nancing.

WHAT’S NEXT?Whilst the regulatory framework in the main regional

jurisdictions is pretty well established, we are likely to see

adjustments as and when appropriate, to address the

diversifi ed mix of energy sources for power generation. In

Abu Dhabi, for example, the coming online of signifi cant

nuclear-fuelled base-load capacity will likely require a number

of standalone Independent Water Projects (IWPs) to be

procured. Across the region, we may also see a progressive

shift away from traditional power sources like crude or fuel oil

to renewables and nuclear energy with their own risk profi les,

dynamics and project fi nancing considerations.

It will also be interesting to see how various regulators

develop their approach to market concentration limits in light of

the emergence of more assertive competition laws across the

region.

That trend combined with a number of expiring 'retention

periods' (i.e. when power developers commit during an initial

period to retain their ownership interest in greenfi eld IWPPs) is

likely to lead to increased mergers and acquisition activity for

power and water projects in the region.

Mohamed Hamra-Krouha

PartnerClifford Chance LLP

MOVERS AND SHAKERS


BIRD & BIRD TAKE FLIGHT

Anna Anatolitu, the former General Counsel at

Air Arabia has joined Bird & Bird’s Middle East

division as a partner. Her appointment marks the

fi rst time the fi rm has hired an individual to focus

solely on aviation in the region. Anna will work

alongside corporate partner Anders Nilsson who

recently relocated to their Dubai offi ce from Sweden.

The moves comes as a result of the expansion of

Dubai International airport which is currently the

world’s second busiest airport and is predicted to

become the world’s busiest one by 2015. Anna had

worked for the budget airline since 2011 and following

her departure, head of legal Sherif Bishara is expected

take on her old position.

MOVERS AND SHAKERSA ROUND-UP OF THE TOP APPOINTMENTS AND PROMOTIONS

SAMA MAN JOINS CLYDESaud Alsaab, a former legal specialist

at the Saudia Arabian Monetary

gency (SAMA) has joined

Clyde & Co as part of the fi rm’s

expansion in the Kingdom.

Saud who worked with SAMA’s

urance committee will join the

fi rm’s regional insurance and disputes

practice. He has particular knowledge of

marine claims and the Saudi insurance

market. Clyde & Co operate in Saudi

Arabia in association with Abdulaziz

Al-Bosaily law offi ce. The fi rm has

also expanded its regional corporate

practice with the appointment of Barton

Hoggard and Lee Keane. Based in Clyde

& Co’s Dubai offi ce, Barton Hoggard

has been in the Middle East since

2008 and specialises in domestic and

cross-border mergers and acquisitions,

corporate governance, structuring advice

and principal agreements for private

placements and joint ventures. Lee Keane

rejoins the fi rm as a corporate partner

in their Doha offi ce, having previously

worked in-house at Al Tayer Group and

as a Senior Associate in the fi rm’s Dubai

offi ce for fi ve years.

WORLD CUP RESHUFFLEThe organisational body for the Qatar

2022 World Cup has replaced former

General Counsel Andrew Longmate with

his deputy Tariq Al-Abdulla. Longmate

who was previously a partner at Latham

& Watkins in London will instead take on

a new position as Counsel to the Qatar

2022 General Secretary Hassan Al

Thawadi.

FOUR NEW PARTNERS FOR HADEFOmar Al Heloo, Jonathan Brown,

Caroline O’Hare and John Smy of

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In association with JLegal

CCME ACTIVITIESUPCOMING EVENTSDubai14 May 20147th Annual Corporate Counsel Forum Middle EastThis annual event will beheld at Mina A'Salam, Madinat Jumeirah. The 2014 Legal Week CorporateCounsel Forum Middle East will discuss opportuni es and challenges for corporate

counsels in the region as growth returns following the global fi nancial crisis and other issues.

Dubai15 May 2014Corporate Counsel ForumMiddle East AwardsThe third annual awards ceremony will be held at

the Dubai Wes n Dubai Mina Seyahi. Categories for this year's awards include General Counsel of the Year. The deadline for submissions was 13 March.

To fi nd out more about these and other events, please see h p://www.corporatecounsel.me/.

RECENT EVENTS

Dubai26 February 2014CCME Annual SocialThere was a good turnout of members and sponsors at Le Royal Meridien’s Maya Roo op Lounge. Everybody enjoyed the fabulous La no hospitality courtesy of LexisNexis and the CCME,and generously supported the charity raffl e in aid of OXFAM. The big prize of the night, an all-inclusive trip to Al Maha Desert Resort andSpa was won by Cherine Ghali.

Dubai5 March 2014Law Community Private

Briefi ng - Secretary James Baker. Secretary Baker (former US Secretary of State under George Bush) provided an entertainingbriefi ng to 80 lawyers at the JW Marrio Marquis Hotel.A ques on and answer session followed beforedrinks and canapés on the hotel’s terrace.

Dubai10 March 2014Applied TMT in the UAE in associa on with Bird and BirdThis event was a full house and provided a endeeswith an opportunity to learn about TMT laws of the

UAE and how they apply to commercial scenarios. A endees par cipated in lively discussion andshared knowledge on areas including ambushmarke ng and compara ve adver sing, piracy and broadcas ng, and disrup ve technology amongst other things. The event was followed by lunch at the Fairmont on the PalmJumeirah and a endees le with a bag of fabulousgoodies.

Kuwait10 March 2014Insider Trading Rules inassocia on with ASAR - Al Ruwayeh & PartnersThis covered the key insider trading rules and was hosted by ASAR - Al Ruwayeh & Partners’ partner, John Cunha at the Marrio hotel in Kuwait City. Those a ending were given a useful insight into this area of law.

In a endence at the CCME Annual Social [From le to right] Irina Heaver, Benedicte Rouanoux, Gemma Keenan, Natalie Khounago, Aneeza Siddiqui and Afshan Cockar

MOVERS AND SHAKERS


Hadef’s Dubai offi ce have all been

appointed partners. Omar who is fl uent in

English and Arabic specialises in dispute

resolution and has particular knowledge

of Dubai Court procedures. Jonathan,

Hadef’s Head of Maritime, Transport and

Trade has previously worked in-house

and has over twenty years’ experience

as a commercial lawyer in Dubai, France

and England. Meanwhile, his colleague

Caroline, who is a banking and fi nance

expert has advised fi rms on conventional

and Islamic fi nance transactions for

clients in a range of industries, including

the hospitality industry, rail fi nance and

construction. The fi nal new partner, John

is a construction and engineering industry

specialist who has spent the last fi ve years

working in the UAE.

REAL ESTATE LAUNCHKing & Wood Mallesons SJ Berwin is

to set up a new real estate

group in the Middle East,

which will be headed by

Tom Calnan. Tom has

made the move from

Berwin Leighton Paisner

and will be based in Dubai. Calnan has

been working in the region since 2009

and previously worked in Abu Dhabi

where his projects included advising

on the development of a Premier Inn

hotel at the International Airport there.

The move comes as King & Wood

Mallesons SJ Berwin expect an upturn

in real estate work as a result of Dubai’s

successful World Expo 2020 bid.

FROM LONDON TO DUBAITrevor Butcher who was

previously based in DLA

Piper’s London offi ce is

to join the fi rm’s Dubai

offi ce as the new Head of

Finance and Projects for

their Middle East practice.

Butcher’s previous

work has included

advising the Nottingham

Tram and Canada Line

rapid transit project in

Vancouver. In addition,

within the region he has

worked on the Mesaieed

A IPP in Qatar and is

involved in the Fujeij wind

project in Jordan.

Adam Vause

who was Of Counsel at

Norton Rose Fulbright in

Dubai, where he advised

financial institutions

and major corporates on

wide-ranging commercial disputes, has

joined the fi rm's Litigation, Arbitration and

Investigations practice as Partner. He has

also worked at the Serious Fraud Offi ce

as an investigative lawyer and prosecutor,

primarily focusing on white collar crime

and the UK’s reform of anti-Fraud and

Corruption legislation.

POWERFUL CHANGEEnergy specialist Jonathan Nash who has

been based in the Middle East since 2007

has joined Dentons’ Abu Dhabi offi ce

where he will take on the role of partner.

Before the change Nash was Managing

Partner of Vinson & Elkins’ offi ce in the

Emirate.

ABU DHABI SWITCH ROUNDCorporate Lawyer Tom Butcher who

previously worked for Allen & Overy has

joined the Abu Dhabi offi ce of Simmons &

Simmons as a partner.

Butcher has over fi ve years' regional

experience and has advised clients on

a range of areas, including telecoms,

media, outsourcing and technology

procurements. He is the third corporate

and commercial partner to have joined

Simmons & Simmons in the Middle East in

the last couple of months.

BAKER & MCKENZIE STRENGTHEN REAL ESTATEStephen McKenzie has become the fi fth

partner to join Baker & McKenzie since the

fi rm’s merger with Habib Al Mulla in 2013.

Stephen, who joins the fi rm’s real

estate practice has already spent eight

years working in the region. One of his

most recent projects was providing

advice on the merger between Abu

Dhabi’s two largest property developers

- Aldar and Sourouh. His past work has

spanned a wide range of parts of the

real estate sector including commercial,

retail and industrial properties but he has

particular experience of hotel, leisure and

mixed use developments.

ARBITRATION EXPANSIONJohn Gaffney who previously

worked at Freshfi elds and

King & Spalding has joined Al

Tamimi as a Senior Associate

in the Arbitration team.

John who has served as a

legal offi cer with the United Nations

Compensation Commission (UNCC) will

be based in Abu Dhabi. He is a member

of various international and domestic

arbitration panels and sits as an arbitrator

for WIPO domain name disputes.

DUBAI OFFICE PROMOTIONSThe UAE featured in Hogan Lovells’ recent

round of global promotions, which saw

the fi rm appoint 29 new partners and a

further 38 staff promoted to the roles of

Counsel, Of Counsel and Consultant.

As part of the change Claire

Matheson Kirton in the fi rm’s Dubai offi ce

was given the new role of Of Counsel in

the Banking and Finance department.

Her work focuses on structured trade

fi nance and energy and infrastructure

related fi nancing across the MENA and

India.

SEND US YOUR NEWSIf you have news of an appointment or promo on within the legal or fi nancial professions you would like to see reported in Lexis Middle East Law, please send details to: daniel.emme [email protected]

OTHER JOB SWAPS

King & Wood Mallesons SJ Berwin: Craig Pollack, Head of Europe/Middle East dispute resolu on will add the role of global dispute resolu on and li ga on to his current responsibili es.

Fox Interna onal Channels: Francis Chang has beenappointed Senior Vice President legal and business aff airs and General Counsel for Asia Pacifi c and the Middle East.

Allen & Overy's Bilal Ahmad (Interna onal CapitalMarkets), Michael Diosi (Banking) and David Foster(Corporate) have all been promoted as partners in theDubai offi ce. The promo ons are eff ec ve from 1 May 2014.

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Level 14, Boulevard Plaza Tower One, Downtown Dubai, PO Box 334155, Dubai www.jlegal.com Find us on

UAE UAE, LONDON, SINGAPORE, HONG KONG, MELBOURNE, SYDNEY & NEW ZEALAND

For these and more roles in the UAE, please contact Richard McLerie

on [email protected] or call on +971 4 455 8419.

Bilingual Corporate Transactional Associate

3-5 PQE, Dubai (HJJ-PM-2430)

This excellent opportunity is for a strong bilingual Corporate and

Commercial Associate to join this global law firm’s corporate team

in Dubai. The role will be a broad based corporate transactional

role covering all domestic and cross border transactions, including;

mergers and acquisitions; joint ventures; corporate reorganisations

and restructurings; equity capital markets and takeovers. The ideal

candidate will be Western Qualified with 3-5PQE and a strong

transactional background gained at an international law firm and

ideally with experience of working in the Middle East region.

Senior Dispute Associate

5+ PQE, Dubai (REM-TM-2444)

We have recently been instructed on an exciting opportunity to

join the Litigation team of a prestigious US firm who are acclaimed

as a litigation powerhouse. The firm has the highest quality work and

loyal clients. They are looking for an ambitious litigation lawyer with

solid English High Court experience ideally with fraud investigation

and misrepresentation. Candidates should have superb academics and

currently be working in one of the top litigation firms in London.

Finance Partner

Riyadh (REM-PM-2439)

This large US firm with a truly global footprint has been making

significant headway of late in KSA. Therefore they are looking for

an additional partner for the firm’s general banking practice. They

are looking for an established banking partner who has a borrower-

based client following to help take the practice further forward.

In-house Counsel

3-5 PQE, Riyadh (JRS-IM-2392)

An exciting and rare opportunity has arisen with one of the largest

holding companies in Saudi Arabia. Our client is a diversified group

operating across a range of industry sectors that has partnerships and

investments across the globe. The role will encompass a range of high

value transactional work including M&A, JV’s, real estate and finance,

as well as managing litigation via external counsel. The preferred

candidate will be US/E&W qualified and will have worked with a well-

regarded US or UK law firm for a minimum of 3 years. Candidates

must be bilingual.

Funds Associate

1-3 PQE, Dubai (HJJ-PM-1520)

This leading international law firm is seeking a junior associate

with strong private funds experience to join its highly regarded team

in Dubai. The focus of the role will involve advice on fund structuring,

preparing and negotiating fund documentation and co-ordinating

fund closings. In addition you will give advice to investors considering

fund investments and participate in client pitches. The ideal candidate

will be UK or US qualified with 1-3 PQE.

Senior Finance Lawyer

7+ PQE, Iraq (REM-PM-2440)

Our client is seeking an experienced Lebanese qualified lawyer

for the firm’s general banking practice in Erbil. Candidates should be

Lebanese passport holders and have additional commercial generalist

experience. This role is based in Erbil and provides excellent partnership

prospects for the right candidate. Excellent remuneration is on offer.

UNTOLD POSSIBILITIESWE CAN’T DIRECT THE WIND, BUT WE CAN ADJUST YOUR SAILS

YOUR FUTURE IS

ON THE HORIZON


CONTRACT WATCH

Protecting information

W ith no dedicated federal

legislation to specifi cally

address data protection

and confi dentiality in

the region, disclosing parties must

check they are imposing contractual

obligations on parties ensuring

responsible use of sensitive personal

or confi dential information.

There is still a way to go before

a culture of responsible data

processing develops here. No GCC

state has a federally applicable

standalone data protection law and a

'data subject's rights' are not as clear

as they are in, e.g. the EU.

Despite potentially triggering

provisions in the GCC states’ Penal

Codes, there is also some way

before parties feel they have a full

range of effective remedies if their

confi dentiality is breached.

LEGISLATIVE LANDSCAPERather than a single law, there is a

legal patchwork across the GCC

which can apply in various cases.

For example, under the UAE

Constitution individuals enjoy

'freedom of communication by

post, telegraph or other means of

communication and the secrecy

thereof shall be guaranteed in

accordance with the law'.

The UAE Penal Code also sets

out certain penalties for disclosure

of confi dential information, including

those on publication of news,

pictures or comments about secrets

in people’s private or family lives,

even if true; and on disclosure or

use of secrets gained because of

a profession, craft, situation or art

without consent, unless permitted

by law.

Other laws with privacy

protections or requirements relating

to record-keeping, include the Civil

Code and Labour Law which have

provisions on employers' record

keeping, and the Cyber Crimes Law

which covers hacking and similar

crimes.

The Electronic Transactions and

Commerce Law and the Commercial

Transactions Law also impact in this

area and various UAE Federal and

Emirate-specifi c laws have provisions

on personal data in particular

sectors. Ones to note include

Federal Law No. 10/2008 on patient

information, Dubai Law No. 2/2002

on non-disclosure of information

by internet service providers and

Dubai Decree No. 8/2010 on credit

information related to credit bureaus.

THE DIFCAlthough the UAE has no standalone

data protection law, the DIFC free

zone has a law which established its

own data protection regime there and

provided for a DIFC Commissioner

of Data Protection. It is broadly

consistent with EU Directive 95/46/

EC on data protection, but does

not impose obligations on entities

outside its jurisdiction (including

on-shore UAE).

VULNERABILITYWhilst there has been an evolution

of the law of confi dence and aspects

of a law of privacy in England, these

common law principles are not as

settled in the Middle East so there is

additional vulnerability for disclosing

parties in the Middle East.

In England, for example, parties

seek temporary injunctive relief in

these cases.

Although the DIFC Courts

legislate for temporary injunctions,

this is an unfamiliar remedy here, so

parties must be clear about the legal

and practical consequences of a

breach of confi dence.

WHAT SHOULD YOU CONSIDER?Both contract parties must consider

how they will deal with information.

Where it is commercially sensitive, a

suitable non-disclosure agreement

with limitations on disclosure, return

of documents and remedy provisions

should be in place.

As the DIFC is a common law

jurisdiction enabling injunctive relief,

there is some merit in considering

if the agreement should be subject

to DIFC law although, if a breaching

party is not in the DIFC, the DIFC

Court’s order must be honoured by

a court in the relevant jurisdiction,

and there is some uncertainty around

this.

Disclosing parties or owners of

sensitive information can and should

make thorough enquiries about

counterparties' data protection

and data security policies and

what specifi c standards they apply

to the treatment of confi dential

information.

Parties operating in a certain

business, like the payment card

industry should be aware of sector-

wide standards on information

security (like the PCI DSS) and

consider incorporating them in the

agreement.

Although, in the region we

have seen some payment card-

related contracts currently in place

which do not impose specifi c

conditions around compliance with

the standards. The UAE Federal

Government entities must also

adhere to specifi c standards based

on guidance issued by the Abu Dhabi

Systems and Information Centre and

suppliers are increasingly being asked

to commit to compliance with such

standards in relevant contracts.

Contributor

Raza RizviManaging Associate,Simmons & Simmons

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Lexis Middle East Law Alert - March/ April 2014