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	(308234,29407,'ReportText','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>|<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"488\" height=\"1024\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n&nbsp;<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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	(308284,29411,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"310\" height=\"650\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n\r\n<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
	(308285,29411,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"488\" height=\"1024\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n&nbsp;<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
	(308286,29411,'MetaLink','content'),
	(308287,29411,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8187&amp;action=edit'),
	(308288,29411,'ReportText','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"488\" height=\"1024\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n&nbsp;<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>|<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"310\" height=\"650\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n\r\n<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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	(308350,29416,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"260\" height=\"545\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
	(308351,29416,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"310\" height=\"650\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n\r\n<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"310\" height=\"650\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n\r\n<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>|<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"260\" height=\"545\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>');

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For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n <img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
	(308411,29421,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"260\" height=\"545\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
	(308412,29421,'MetaLink','content'),
	(308413,29421,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8187&amp;action=edit'),
	(308414,29421,'ReportText','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"260\" height=\"545\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n&nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>|<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n <img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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	(308464,29425,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n &nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n <img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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	(308468,29425,'ReportText','<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n <img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>|<p dir=\"LTR\" align=\"LEFT\">Most business transactions involve degrees of risk, which can never be eliminated entirely. An additional layer of risk inevitably accompanies any cross-border deal, and this article addresses the best way to manage these particular risks.</p>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8240 alignleft\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_09_Image_0001.jpg\" alt=\"\" width=\"444\" height=\"343\" />\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cross-Border Deals and Legal Risks</h3>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">a. Choice of Law and Forum:</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In cross-border deals, choice of law and forum clauses deserve enhanced scrutiny and negotiation. If any dispute flares up, you will find that these choices will have already been locked in. Suddenly, they will loom large, and poor choices may cost you considerable money and time. Choice of law is quite distinct from the choice of forum. The choice of law is the set of laws which governs the substance of the contract, whilst forum is concerned with the dispute resolution body and the processes for final resolution.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(i) Choice of Law:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">The main factor in deciding which governing law should govern a contract is ease of enforcement of those contractual terms allocating risks between the parties. Some jurisdictions have less developed substantive legal rules and their laws do not fit comfortably with sophisticated transaction structures commonly seen in major financial centres. In such instances, local law may either override or fail to support the agreed contract terms, rendering the outcome of any dispute unpredictable.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Ideally, parties to a contract should choose a jurisdiction with a well-developed body of legal rules. Many international players prefer common law systems, mainly because they are accustomed to working within these legal systems. Moreover, common law systems carry with them a wealth of recognised precedents which can render dispute outcomes more predictable.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>(ii) Choice of Forum:</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Selecting a forum involves two different choices. Firstly, whether the parties wish to submit to arbitration or a court process. Secondly, a choice as to the legal environment in which the dispute process will be conducted, a choice which needs to take into account supervision of the arbitration and/or access to an appellate court system.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Resolution by official courts can save the parties substantial costs associated with arbitration. Any arbitration has to be funded privately, including the fees of the arbitrators. Also, it is usually quicker and easier for courts to secure interim remedies and to compel disclosure of documents or information; in arbitrations, it is often necessary to go to court to secure these remedies anyway. Courts also allow for appeal processes from their judgements, a safeguard against capricious findings or error. Arbitration, on the other hand, gives the parties an opportunity to ensure that a dispute is determined by a technical expert, rather than a legally trained judge. The expert can act as the arbitrator and resolve the dispute without the successful party being exposed to drawn-out appeals. Nevertheless, the possibility of the arbitrator requiring correction or supervision will also be relevant to any choice of forum. In some jurisdictions, arbitrations move faster than court processes, in others they move more slowly.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">When choosing the legal environment for the forum, a neutral jurisdiction has advantages, and usually gives confidence to foreign-based counterparties, particularly in cases where one of the transaction parties is a governmental entity or has strong ties to the government. Meanwhile, selecting the jurisdiction which hosts the deal assets also has its advantages, as the dispute resolution forum will have power to make orders affecting those assets and may be convenient and accessible for involved experts or witnesses. Decisions of a court where the deal assets are located are usually more readily enforceable against those assets.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">A key point to consider in advance is whether a court of the jurisdiction hosting the deal assets will recognize and respect the parties’ contractual choice of forum. For example, courts in GCC countries sometimes consider it appropriate to assume jurisdiction over a case filed before them which involves local assets (particularly land); and to apply local law regardless.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.\"</h2>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">b. Enforcement of Securities</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Lenders must carefully study and assess the enforceability of their security in the event of default. In some jurisdictions which impose fees or taxes, taking security over the deal assets, especially real property, may be costly. In these cases, a more practical security may take the form of a preferential claim to cash balances and revenues of the target/assets.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8268 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_755088883-488x1024.jpg\" alt=\"\" width=\"226\" height=\"475\" />c. Force Majeure Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Force majeure is a legal term of art describing the occurrence of an unexpected event outside the control of the affected party, as a result of which it becomes difficult or impossible for that party to perform obligations under a contract. Examples of force majeure include wars, riots, fires, floods and hurricanes. Such events also affect domestic deals, but force majeure events are less predictable for foreign counterparties in any cross-border deal.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Common law jurisdictions usually refuse to grant relief for force majeure events unless this is expressly provided for in the contract. In contrast, civil law jurisdictions usually grant the court the authority to alter the contract to restore its balance where there is a force majeure event. In all cases, courts in both systems will be influenced by, and consider, the express terms of the contract before making a decision.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Some force majeure risks are commercially insurable events. Others are uninsurable events. Commercially insurable events include fires, floods or storms and in these scenarios their risk may be mitigated by obtaining the necessary insurance policies. In contrast, riots and political disruptions are usually uninsurable. Hence, the parties should take into account insurance cover and allocate contractual risks accordingly, particularly as the inclusion of an indemnity in the deal contract can sometimes nullify insurance arrangements.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">d. Currency Fluctuations</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Currency fluctuations are common risks encountered with international transactions. Even with the most careful monitoring, fluctuations can be unpredictable and can greatly affect the economics of a project, the business and its profits. To mitigate this risk, it is ideal to contract with all parties in the transaction chain in the same currency, if possible. Another way to mitigate any exchange risk, is to hedge the currency risk. This method may incur hedging costs and also sacrifice gains from favourable fluctuations – but, if the tables are turned, it also mitigates any significant losses.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">e. Sovereign Risk</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Sovereign risk is an inherit risk that is more heightened in some countries. One way to mitigate sovereign risk is by structuring investments in such a way that investment protection treaties with the host country can be triggered. An example of such is the use of acquisition vehicles to which investment protection treaties apply.</p>\r\n&nbsp;\r\n<h4 dir=\"LTR\" align=\"LEFT\">f. Market Demand Risks</h4>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">A product or service which proves successful in one country may not be successful in another. Many businesses have had to adapt their products or services significantly in order to conform to the cultural, religious traditions or realities of a new market. For example, online sales platforms work only if a large percentage of the target market holds credit cards. A thorough market study must be conducted before introducing a new product or service fresh to a jurisdiction to validate the introduction, assumptions or projections made by the party introducing it.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The deal \"risk list\" above is by no means exhaustive. But it highlights the fact that risk allocations between the parties in any cross-border deal should be clearly documented and the main risks addressed. Transactions always carry risks, but they can be managed successfully if the right care and judgment is exercised.</p>\r\n &nbsp;<img class=\"aligncenter wp-image-8269 size-full\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.38.31-PM.png\" alt=\"\" width=\"4096\" height=\"1522\" />&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Al Tamimi &amp; Company’s Corporate Commercial team regularly advises on commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/alex-saleh/\">Alex Saleh</a> (<a href=\"mailto:alex.saleh@tamimi.com\">alex.saleh@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/rana-el-nahal/\">Rana Elnahal</a> (<a href=\"mailto:r.elnahal@tamimi.com\">r.elnahal@tamimi.com</a>).</em></p>'),
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	(308578,29438,'PostTitle','Corporate Governance in Action in UAE Companies: Issues with Management Authorities'),
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	(308580,29438,'PostDate','2018-09-04 07:49:10'),
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	(308589,29439,'PostTitle','Corporate Governance in Action in UAE Companies: Issues with Management Authorities'),
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	(308592,29439,'PostDate','2018-09-04 07:49:10'),
	(308593,29439,'PostUrl','http://localhost:8888/tamimi/law-update-articles/corporate-governance-in-action-in-uae-companies-issues-with-management-authorities/'),
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	(308596,29439,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"640\" height=\"943\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308597,29439,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308598,29439,'MetaLink','content'),
	(308599,29439,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8189&amp;action=edit'),
	(308600,29439,'ReportText','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>|<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"640\" height=\"943\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
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	(308646,29443,'PostDate','2018-09-04 07:49:10'),
	(308647,29443,'PostUrl','http://localhost:8888/tamimi/law-update-articles/corporate-governance-in-action-in-uae-companies-issues-with-management-authorities/'),
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	(308650,29443,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"447\" height=\"659\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308651,29443,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"640\" height=\"943\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308652,29443,'MetaLink','content'),
	(308653,29443,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8189&amp;action=edit'),
	(308654,29443,'ReportText','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 size-large\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"640\" height=\"943\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>|<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"447\" height=\"659\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
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	(308686,29446,'PostTitle','Corporate Governance in Action in UAE Companies: Issues with Management Authorities'),
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	(308688,29446,'PostDate','2018-09-04 07:49:10'),
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	(308694,29446,'CurrentUserRoles','a:2:{i:0;s:13:\"administrator\";i:1;s:10:\"superadmin\";}'),
	(308695,29446,'SessionID','3eea04a09d4e3cdd1fe6c70377c574db138b0e23ebe7b0dd06abdc4b42051811'),
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	(308697,29447,'PostTitle','Corporate Governance in Action in UAE Companies: Issues with Management Authorities'),
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	(308700,29447,'PostDate','2018-09-04 07:49:10'),
	(308701,29447,'PostUrl','http://localhost:8888/tamimi/law-update-articles/corporate-governance-in-action-in-uae-companies-issues-with-management-authorities/'),
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	(308704,29447,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308705,29447,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"447\" height=\"659\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
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	(308708,29447,'ReportText','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"447\" height=\"659\" />Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>|<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
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	(308753,29451,'PostType','law_update_articles'),
	(308754,29451,'PostDate','2018-09-04 07:49:10'),
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	(308758,29451,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308759,29451,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>'),
	(308760,29451,'MetaLink','content'),
	(308761,29451,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8189&amp;action=edit'),
	(308762,29451,'ReportText','<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>|<p dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8241\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/August-Edition-DPS_Page_10_Image_0001.jpg\" alt=\"\" width=\"1595\" height=\"352\" /></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The UAE Companies Law (Fed. Law 2 of 2015) mandates that the management of a limited liability company (\"LLC\") to be undertaken by one or more managers as determined by the partners (i.e. the shareholders) in the memorandum of association. Such managers can be selected from either the partners or from third parties. We receive plenty of questions from UAE LLCs asking us about the powers of their managers. This article explores the most common questions we receive in respect of the methods of appointing managers, their powers and authorities, the instruments needed to effect the aforementioned and the method of revoking said instruments.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Without a delegation instrument which grants powers to managers to manage the businesses and sign on behalf of LLCs, managers may not be able to perform their roles. Third parties, including courts, regulators and other contracting parties regularly query whether managers have the requisite authority to sign applicable documents or make decisions on behalf of the company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Appointing Managers of LLCs</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The most common method to appoint LLC managers and define their authorities is to embed provisions in the company’s memorandum of association (\"MOA\").</p>\r\n<p dir=\"LTR\" align=\"LEFT\">If the MOA does not list the managers of the LLC, the partners should appoint managers under a general assembly resolution or another delegation instrument of the partners.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Powers of LLC Managers</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Managers of LLC shall hold a duly notarized document evidencing their powers and authorities. This document may be the MOA itself, a partner/general assembly resolution and/or a power of attorney (\"POA\"). Generally, an LLC manager is authorised to assume full powers of the company’s management and their actions bind the company, unless their powers are restricted by an appointment contract, the MOA or the LLC’s bylaws.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The Dubai Court of Cassation in its judgment in its Case 164 of 2008 confirmed that unless explicitly prohibited in the MOA \"<em>The manager of an LLC is the person having full authority of the management of the company, and he/she has competence to make dispositions over the rights relating to its activities, including an agreement to arbitrate</em>\". Also, Article (4)(e) of Ministerial Resolution No. (272) of 2016 concerning the Application of Some Provisions of Public Joint Stock Companies to Limited Liability Companies (\"Resolution\") provides that the powers and authorities of manager(s) shall be determined by the MOA or by a general assembly meeting resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">POAs as a Delegation Instrument</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Delegation instruments are instruments used to delegate powers and authorities from one party to another. They come in different forms such as POAs (a notarized delegation instrument), proxies and delegation letters.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The principal (party issuing the POA) must have the power it wishes to grant to the attorney. A POA in the UAE must specify the powers given to the attorney to have legal effect. There is also no specific form required for the validity of a POA. It should, however, be notarized and certified by the relevant authorities and should contain the following information:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">the details of the principal;</li>\r\n 	<li dir=\"LTR\">the details of the attorney;</li>\r\n 	<li dir=\"LTR\">the powers being delegated;</li>\r\n 	<li dir=\"LTR\">date of issuance;</li>\r\n 	<li dir=\"LTR\">capacity of the principal (for example: \"in my capacity as manager of X company\");</li>\r\n 	<li dir=\"LTR\">duration of POA, if any;</li>\r\n 	<li dir=\"LTR\">any other requirements made by the notary public.</li>\r\n</ul>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also worth noting that in the UAE, POAs are not capable of being irrevocable i.e. the principal can cancel the attorney’s authority at any time.</p>\r\n&nbsp;\r\n<h2 dir=\"LTR\" align=\"LEFT\">\"Managers of limited liability companies shall hold a duly notarized document which evidences their powers and authorities.\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Cancellation of Power of Attorney, Delegations and General Assembly Resolutions</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Powers of Attorney</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among other less common situations, there are situations that arise in which the POA granted to an attorney is mutually or automatically terminated and others in which the principal dismisses the attorney and wishes to revoke the POA.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"alignright wp-image-8270 \" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/Screen-Shot-2018-09-05-at-2.50.22-PM-695x1024.png\" alt=\"\" width=\"579\" height=\"854\" /></h3>\r\n<p dir=\"LTR\" align=\"LEFT\"><em>i. The termination of the POA</em></p>\r\n<p dir=\"LTR\" style=\"padding-left: 30px;\" align=\"LEFT\">Article 954 of the Civil Code provides the circumstances in which a POA may be terminated, as follows:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">upon the completion of the work which was delegated;</li>\r\n 	<li dir=\"LTR\">upon the expiration of the term of the POA;</li>\r\n 	<li dir=\"LTR\">upon the death of the principal or his/her ceasing to have legal capacity; or</li>\r\n 	<li dir=\"LTR\">upon the death of the attorney or his/her ceasing to be of legal capacity.</li>\r\n</ul>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>ii. Dismissal of the Manager and revocation of POA</em></p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Generally, a principal may dismiss or restrict the powers of an attorney at its discretion, unless (i) third party rights have arisen by virtue of the POA; or (ii) if the POA was granted for the benefit of the attorney, in which case the principal may not terminate or restrict the POA without the consent of the person for whose benefit it was created. If the POA is issued in favor of the attorney, i.e,. it provides the attorney with some beneficial rights, the principal may not terminate or limit the POA without the consent of the attorney. The principal may be liable for any harm caused to the attorney as a result of termination/revocation of the POA at an inappropriate time without an acceptable reason. In practice, for the principal to dismiss an attorney (i.e. revoke the POA), the principal must sign and notarize a revocation instrument before the notary public. The revocation is then reflected in the notary public’s system and notified to the attorney by the principal by way of registered mail. The attorney must cease acting on behalf of the principal upon receipt of said notification. Even though not required by law, as a precautionary measure, principals should publish the revocation of the POA in the newspaper.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Delegations</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Written delegations which have not been notarized may be revoked simply by written notification to the delegate.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Additional steps should be taken to revoke delegations granted to attend general assembly/board meetings, such as notifying the company concerned.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>General Assembly Resolutions</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">General Assembly resolutions cannot be revoked or cancelled.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">They may, however, be superseded by general assembly resolution, which rectifies, alters, replaces, revokes, cancels or amends the previous partners’ resolution.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As there is no legal requirement to notarize general assembly resolutions, a notarized partners’ resolution may only be replaced/revoked by way of a notarized partners’ resolution.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Conclusion</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">As previously mentioned, managers of LLCs perform their roles through a delegation instrument which grants powers to them to manage the businesses and sign on behalf of LLCs. The most common delegation instrument is the MOA. In circumstances where the MOA does not provide such delegation, a general assembly resolution or a POA is resorted to. Determining the method of delegating powers to managers of LLCs will be dependent on the circumstances applicable to each particular case.</p>\r\n&nbsp;\r\n\r\n<em>Al Tamimi &amp; Company’s corporate commercial team regularly advises on ECM, M&amp;As, and corporate commercial matters. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/sarah-tomy/\">Sarah Mohamed Tomy</a> (<a href=\"mailto:s.tomy@tamimi.com\">s.tomy@tamimi.com</a>) or <a href=\"http://localhost:8888/tamimi/lawyer/mohamed-khodeir/\">Mohamed Khodeir</a> (<a href=\"mailto:m.khodeir@tamimi.com\">m.khodeir@tamimi.com</a>).</em>');

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	(308836,29457,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" />&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
	(308837,29457,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n&nbsp;\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
	(308838,29457,'MetaLink','content'),
	(308839,29457,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8195&amp;action=edit'),
	(308840,29457,'ReportText','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n&nbsp;\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).|<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" />&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
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	(308886,29461,'PostDate','2018-09-04 07:45:52'),
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	(308890,29461,'MetaValueNew','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" /></h3>&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
	(308891,29461,'MetaValueOld','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" />&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
	(308892,29461,'MetaLink','content'),
	(308893,29461,'EditorLinkPost','http://localhost:8888/tamimi/wp-admin/post.php?post=8195&amp;action=edit'),
	(308894,29461,'ReportText','<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\"></h3>\r\n<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>&nbsp;\r\n&nbsp;<img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" />&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\n\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).|<p dir=\"LTR\" align=\"LEFT\">The recent headlines about fake degrees have caused shockwaves in the region. In this article we look at the phenomenon from a regional perspective, the legal issues and the ramifications.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Diploma Mill</h3>\r\n&nbsp;\r\n\r\n<img class=\"wp-image-8216 alignright\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/5.jpg\" alt=\"\" width=\"595\" height=\"272\" />\r\n<p dir=\"LTR\" align=\"LEFT\">The phenomenon of fake diplomas production dates back to Middle Ages in France and Italy.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The concept is known as \"diploma mill\" or a \"degree mill\" and refers to a non-accredited company that declares itself as a higher educational institution and awards worthless degrees for a certain fee. In some cases, diploma mills may claim to give credits for \"relevant life experience\", whereas in other cases the victims of the scam may have to pass online exams and write term papers thereby creating an impression of real education. To strengthen their position, diploma mills closely cooperate with accreditation mills, set up for the purpose of providing an appearance of authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In some cases the student knows he is buying a fake degree and in others the student is an unwitting victim of a scam.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Catch me if you can</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In 2015 the <em>New York Times</em> published a report exposing a global scam developed by company in Pakistan which had sold thousands of diplomas of non-existing universities through a complex web of 370 websites including school sites, fake accreditation bodies, recruitment agencies, language schools and even a law firm. Apparently the firm was generating millions of dollars every month.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">Among the more alarming revelations was that the company sold aeronautical degrees to airline employees, medical degrees to hospital workers, engineering degrees to site workers and law degrees to dropped out students.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">According to the report, more than 3,000 people in the Middle East hold degrees from bogus universities from this company.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">KSA</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">In Saudi Arabia the sectors that appear to be most affected by fake degrees are healthcare and construction. According to the Saudi Commission for Health Specialties 3,755 forgery cases involving health practitioners were revealed, with 57 physicians being arrested and prosecuted. The Saudi Council of Engineers detected 2,294 fake engineering certificates held by individuals applying to work in the Kingdom.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Qatar</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">When the scandal broke out, the government reacted immediately by introducing new regulations, according to which graduates of foreign universities were required to obtain a letter from their institutions confirming specific details about their courses before receiving approval for a residence permit. Moreover, the companies were prohibited to hire people who have studied for all or part of their degrees online.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Kuwait</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The forged degrees scandal came only a few weeks after the government issued a new regulation requiring all engineers in Kuwait to be registered and certified by the Kuwait Engineering Society. Kuwaiti authorities decided to tackle the problem from several angles:</p>\r\n\r\n<ul>\r\n 	<li dir=\"LTR\">Kuwaiti Ministry of Foreign Affairs offices abroad have been warned not to approve any university degrees without coordinating first with the Kuwaiti National Accreditation Bureau;</li>\r\n 	<li dir=\"LTR\">the Health Minister has ordered the formation of a special committee to examine and validate university postgraduate degrees of Ministry of Health employees including both Kuwaiti and expat doctors, nurses, pharmacists, technicians and administrative staff members;</li>\r\n 	<li dir=\"LTR\">the Ministry of Higher Education has started collaboration with the Ministry of Interior to scrutinize suspect certificates;</li>\r\n 	<li dir=\"LTR\">parliamentarians have submitted draft legislation on how to combat this crime in a more effective way as well as proposals for legal action to be undertaken against wrongdoers (such as corrective measures against promotions or wage raises); and</li>\r\n 	<li dir=\"LTR\">criminal cases are moving towards trial against accused violator and some have already been convicted. Moreover, five people suspected of holding fake university degrees have been jailed pending investigation and trial and 45 others are under investigation.</li>\r\n</ul>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">UAE</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The government introduced a preventive measure for potential victims of this fraud by publishing a list of genuine universities which provide online education, whose degrees are recognised and will be accredited in the UAE. The list can be found on Ministry of Education website, so every resident who wants to enroll for distance learning course can check his preferred university for authenticity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It has been reported that expats found to be using fake degrees will face a life ban from working in the UAE.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Worldwide</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of fake degrees is a global phenomenon. In the last few weeks a US Republican party candidate has admitted to posing with a fake diploma. In United Kingdom, the police had to re-examine 700 cases that a falsely credentialed police criminologist had worked on. In Australia police had to investigate a sophisticated Chinese forgery business charging thousands of dollars for fake degrees and diplomas from nearly 100 of Australia’s leading institutions.</p>\r\n&nbsp;\r\n<h2>\"Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment\"</h2>\r\n&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\"><img class=\"aligncenter size-full wp-image-8271\" src=\"http://localhost:8888/tamimi/wp-content/uploads/2018/09/shutterstock_84364579.jpg\" alt=\"\" width=\"4288\" height=\"2099\" /></h3>&nbsp;\r\n&nbsp;<h3 dir=\"LTR\" align=\"LEFT\">Criminal law considerations</h3>\r\n&nbsp;\r\n\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">The concept of issuing and using a fake degree constitutes a crime in every GCC jurisdiction. The type of crime and punishment, however, differs from country to country. In most cases the authorities rely on regulations related to fraud, forgery and misrepresentation when dealing with fake degrees.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">By way of example the punishment in KSA for forgery and misrepresentation in different cases will vary from fines in the range of SAR 300,000-700,000 and imprisonment for the period from one to seven years, followed by (in respect of non-nationals) deportation and a life ban from entering KSA. Whereas in the UAE the convicted shall be sentenced to up to ten years of imprisonment.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In respect of government employees the sanctions are generally more severe.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The novelty of this phenomenon, the diversity of its variations and wide range of consequences means that the authorities are now looking at putting in place specific laws (or sections of laws) that deal with fake degrees (as opposed to fraud/forgery/misrepresentation generally).</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The general principle in criminal law is that the accused must have had intent to commit a crime. Therefore those unwitting students who were victims of a scam may not face criminal sanction; obviously the court would consider whether a person in the accused’s position, using reasonable judgement, would have considered the university to be genuine.</p>\r\n&nbsp;\r\n<h3 dir=\"LTR\" align=\"LEFT\">Employment law considerations</h3>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\">Background checks</p>\r\n<p dir=\"LTR\" align=\"LEFT\">From a risk management point of view an employer should carry out background checks prior to commencement of employment in order to establish the candidate’s academic credentials. This is not as easy as it might sound; in many cases employers outsource this task to a specialist company. Some employers would do this as part of a wider background check in relation to criminal records etc. It goes without saying that where the employer is an educational institution itself then this is an area of huge potential risk and deserves the commensurate focus.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">It is also possible to check the authenticity of credentials by contacting the Commission for Academic Accreditation and/or Ministry of Education.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">As regards existing employees, the employer may consider background checking employees in sensitive positions to ensure they hold the necessary accreditation.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The <em>New York Times</em> has published a list of bogus universities and it is not difficult to search for ‘graduates’ of such universities via social media, so an employer could quickly establish if any of its existing employees fall into this category.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Vicarious liability</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Employers are in a high risk group when it comes to damages indirectly caused by fake degrees. The concept of vicarious liability is one that can make an employer liable for the actions of an employee carried out in the course of their employment.</p>\r\n&nbsp;\r\n<p dir=\"LTR\" align=\"LEFT\"><em>Termination</em></p>\r\n<p dir=\"LTR\" align=\"LEFT\">Offers of employment are generally conditional upon verification of academic references, failing which the offer is withdrawn. Where the employee is already in the job for some time and it becomes apparent that his degree is fake then the employer could terminate him for gross misconduct. In all the GCC countries there is a provision in the labour law to this effect. That termination would be without notice and without end of service gratuity.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">The employee would be entitled to due process; i.e. he would be entitled to state his defence to the allegation. He may be able to prove that he was an innocent victim in which case the employer would have to decide the appropriate action to take. In some cases it will be irrelevant whether the employee was an unwitting victim or not; i.e. his position absolutely requires him to hold a degree/diploma- e.g. doctor, nurse, engineer etc. In other cases the degree may have been preferable but not mandatory - e.g. sales manager - in which case the employer may decide to retain him as he has performed the job well over the years.</p>\r\n<p dir=\"LTR\" align=\"LEFT\">In all gross misconduct terminations legal advice should be sought as there may be other factors to consider (was the degree the primary documentation relied on by the employer? Did the employer become informally aware of the fake degree previously? etc).</p>\r\nAl Tamimi &amp; Company’s <a href=\"http://localhost:8888/tamimi/sectors/education/\">Education team</a> supports education providers on all legal aspects of their operations. For further information please contact <a href=\"http://localhost:8888/tamimi/lawyer/ivor-mcgettigan/\">Ivor McGettigan</a> (<a href=\"mailto:i.mcgettigan@tamimi.com\">i.mcgettigan@tamimi.com</a>).'),
