Doing Business in the MENA
REGION
Gary Watts – Partner & Head of Corporate
Commercial
Ahmed Ibrahim – Partner & Head of Equity Capital
Markets
May 2015
MARKET OVERVIEW
Market Overview
• Business conditions in the Arabian Gulf.
• Growth Drivers in the Arabian Gulf.
• MSCI Index.
• Key Jurisdictions: UAE, KSA, EGYPT.
2
ACCESS TO UAE MARKET
Access to the UAE Market
• Foreign Direct Investment (“FDI”)
• “Soft” access to the UAE market through agency arrangements
(“Agency Arrangement”)
• Ad hoc Contractual Arrangements (“General Contracts”)
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FDI
FDI
• Conduct of Due Diligence
–
Challenges compared to western jurisdictions
• Ownership restrictions
–
UAE
•
Nominee arrangements
•
Free Zones
–
KSA
–
Egypt
• Types of corporate vehicles
–
LLC requirements
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FDI
• Joint Stock Companies requirements
–
Branch offices
• Local Management in Joint Stock Companies
–
Liberal approach vs. Local majority
• Corporate veil - Exceptions
–
Accuracy of prospectus
–
In-Kind contribution
–
LLCs – more than 50 members
–
Doing business without legal entity
• Taxation
7
AGENCY ARRANGEMENT
Agency Arrangement
• Appointment of local agent
• Access to the market
• Registration of Agency – Consequence of Registration
• What can manufacturers do to protect their position.
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GENERAL CONTRACTS
General Contracts
• Right to litigate
• Choice of governing law
• Dispute Resolution.
–
Foreign courts - enforceability of foreign Judgments
–
Arbitration
• Abuse of right – Duty of Good Faith
• Exclusion of Liability
• Enforcement of Foreign Judgments .
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THANK YOU