<p>Kuwait is situated at the head of the Arabian Gulf and covers an area of 17,818  square kilometers. The land is mainly flat with occasional low hills and shallow  depressions and despite having a coastline that stretches for 325 kilometers;  Kuwait has no inland rivers or lakes. To the country&rsquo;s West and North lies Iraq,  to its East the Arabian Gulf and to its South, Saudi Arabia. <br /><br />Kuwait is a  geographically small but wealthy country with a relatively open economy and  self-reported crude oil reserves of nearly 105 billion barrels-about 9% of world  reserves.&nbsp; Among the Gulf States, Kuwait&rsquo;s oil reserves are second only to those  of Saudi Arabia. Petroleum accounts for nearly half of GDP, 95% of export  revenues, and 95% of government income.&nbsp; Kuwaiti officials have committed to  increasing oil production to 4 million barrels per day (bpd) by 2020. Kuwait was  able to survive the economic crisis that began in 2008 and 2009; it posted its  eleventh consecutive budget surplus, mainly due to increased oil  prices.<br /><br />Kuwait is one of the richest countries in the Arab world. The  Kuwaiti dinar is a strong currency pegged to a basket of currencies in which the  U.S. dollar has the most weight. For taxes, the general rule is that individuals  (Kuwaiti or foreign nationals) and Kuwaiti companies are not subject to taxes on  income.&nbsp;<br /><br />Kuwait experiences a characteristic desert climate: extremes of  temperature, little rainfall and lots of sunshine. Kuwait&rsquo;s population comprises  over 100 nationalities. The population is currently estimated at 3.5 million;  about 1.5 million (around 43%) are Kuwaitis.<br /><br />It is interesting to note  that Kuwait's 93.3% literacy rate, one of the Arab worlds highest, is the result  of extensive government support for the education system. Public school  education, including Kuwait University, is free.<br /><br />At Al Tamimi &amp;  Company, our Kuwait office is headed by Partner, Alex Saleh.&nbsp; Alex has been  practicing in Kuwait sine 1994.&nbsp; His efforts in developing the office have  quickly made Al Tamimi a leading firm in Kuwait and today the office is  experiencing further growth.&nbsp; The office currently employs 12 fee earners, and a  total staff of 20 people.&nbsp; In early 2011, the office expanded into a larger  space to accommodate everyone; however, with the office continuing to grow at an  impressive pace, the team is already looking at larger spaces to accommodate the  new growth plans.<br /><br />The month of June brought the office good news.&nbsp; Philip  Kotsis, who joined Al Tamimi in October of 2009, became a partner at the Firm.&nbsp;  Philip has been practicing in Kuwait since early 2009 and has had experience  with Kuwait law dating back to 2004.&nbsp; During the same month, we were happy to  welcome our newest team member, Hamzah Alshammaa, who joins us as a corporate  commercial associate from the U.S.&nbsp;&nbsp;<br /><br />As the summer begins, the Kuwait  office quickly finds itself becoming increasingly busy.&nbsp; The State of Kuwait has  began issuing new laws and regulations regarding Capital Markets and has also  started the privatization process by issuing multiple Public &ndash; Private &ndash;  Partnerships (PPP), aimed at furthering the infrastructure of the country.&nbsp; Our  office has quickly become one of the key law firms handling many of the current  projects and is preparing for future project work.<br /><br />The Kuwaiti economy is  growing rapidly and, with a substantial on-the-ground presence, the office is  uniquely placed to advise clients investing in the market. The Al Tamimi &amp;  Company Kuwait office has quickly established itself as the fastest growing and  leading banking and finance (including Islamic Banking and Sukuk) law firm in  Kuwait.&nbsp;<br /><br />The Firm lead the first ever Sukuk issuance in Jordan earlier  this year, and has developed some of the most innovative solutions to  restructuring debt.&nbsp; With an international team of high calibre lawyers, we ably  service clients from around the globe.&nbsp; Each member of our team of professionals  is fully committed to providing our clients with accurate, thorough and cost  effective advice. Our team of lawyers in Kuwait has a formidable set of local  and international credentials.&nbsp; The office contributes monthly as the exclusive  and official Islamic Financial News (IFN) correspondent for Kuwait on Islamic  Banking.&nbsp;<br /><br /><strong>Firm Profile</strong><br /><br />Within the State of  Kuwait, Al Tamimi &amp; Company (the &ldquo;Firm&rdquo;) is a full service law firm with  expertise in all major areas. The Firm is ranked as one of the leading firms in  Kuwait and has become well known as having expertise in local law with  international standards. We believe one would be challenged to find a more  experienced, well resourced and capable firm in the region to assist with legal  matters in Kuwait.&nbsp; With the resources of the largest law firm in the region,  combining global standards of expertise with extensive local knowledge and  contacts, the Firm has established itself as a leader in Kuwait providing top  quality legal advice.<br /><br />The Firm has a very large transaction division in  addition to its local litigation team. As an international team of high calibre  lawyers, we ably service clients from the United Kingdom, North America, Europe,  Far East, and Middle East.<br /><br />The Kuwait office provides legal advice in  areas including: Banking &amp; Finance, Islamic Finance &amp; Sukuk, Corporate  (including establishments, mergers and acquisitions &amp; private equity),  Commercial (including commercial agencies, distributorships and franchises),  Litigation &amp; Arbitration, Taxation &amp; off-set, Intellectual Property and  Telecom, Projects (including PPP &amp; Privatization) and project  finance.<br /><br />We pride ourselves on our complete knowledge of the laws and  regulations applicable to our home jurisdictions and the commercial community  abroad. In Kuwait, we regularly confer with government ministries and  departments. We assist multinational companies and family-owned businesses in  establishing operations in the region independently, or in association with  local partners. Our local clients, many of whom have business interests outside  the region, and the international organisations with which we work, rely on our  global perspective. We subscribe to the belief that the world of opportunity  does not recognise national boundaries.<br /><br /><strong>Our Kuwait  Practice</strong><br /><br /><strong>Banking and Finance<br /><br /></strong>Our banking  practice provides a comprehensive range of banking law services, and our banking  and finance lawyers (who have served as in-house counsel for banks abroad and in  the region) are specialists fully conversant with all aspects of the practice of  banking and finance law.<br /><br />The Firm represents most of the banks in Kuwait,  both national and international, advising them on all aspects of the practice of  banking and finance law, from commercial matters to the restructuring and  refinancing of debt.&nbsp; We provide advice on banking regulation and supervision  throughout the Gulf region, the underwriting and syndication of loans, capital  markets, securitization, debt recovery, foreign exchange contracts, equipment  leasing, secured commercial lending, financing arrangements for foreign trade,  project, infrastructure and corporate finance.<br /><br /><strong>Debt  Restructuring</strong><br /><br />We are the leading law firm in Kuwait involved  with the restructuring, refinancing and rescheduling of conventional and Islamic  debt.&nbsp; Our debt restructuring assistance has been cantered around Kuwait  investment companies and we have served as legal counsel for major local and  international creditors as well as debtors in large debt  restructuring/refinancing transactions.<br /><br />Our team has led in the drafting  and negotiation of numerous debt restructuring instruments, including but not  limited to, standstill agreements, multi-tranche conventional and Islamic  facility agreements and all aspects of bond issue  restructuring.<br /><br />Furthermore, our lawyers have drafted a wide array of  security documents, in English and Arabic, which have successfully obtained all  requisite Kuwait Ministry approvals. Typically, the majority of assets of Kuwait  investment companies are either securities or real estate. Therefore, our vast  knowledge of Kuwait&rsquo;s custodian portfolio laws and mortgage laws allow us  provide detailed advice and implementation of the necessary security instruments  that are involved in many secured restructuring/refinancing transactions.  Moreover, our legal professionals have been intimately involved in assisting and  directing the securitisation of assets in connection with debt restructuring  transactions in multiple GCC and MENA region jurisdictions, including the  involvement our various Al Tamimi &amp; Company offices throughout these  regions.<br /><br />Finally, our team is one of the only legal service providers to  guide, structure, draft and implement both conventional and Islamic debt  restructuring transactions within Kuwait from start to  finish.<br /><br /><strong>Islamic Finance<br /><br /></strong>Al Tamimi &amp; Company  has an unrivalled reputation in Islamic Finance documentation and advice and has  been a pioneer in developing compliant documentation.&nbsp;<br /><br />The Firm&rsquo;s Banking  &amp; Finance department has drafted and/or advised on Islamic finance retail  and commercial products for many of the regions banks.&nbsp; It has a thorough  knowledge of Shariah principles and current approaches to Shariah compliance in  each jurisdiction in the region.<br /><br />Our lawyers have also advised on and  drafted Islamic compliant finance documents for project, corporate and  commercial finance transactions as well as Sukuk issues.<br /><br />Our approach is  to project manage the transaction by involving the Shariah board at an early  stage which reduces the extent of amendments required by the board.&nbsp; We also  ensure, as far as possible, that common provisions in the proposed documents are  settled and translated in an initial document so that they can be reproduced  without subsequent extensive edits.<br /><br /><strong>Corporate</strong><br /><br />Our  attorneys are experienced in advising clients on the proper formation of joint  ventures, companies, the establishment of branch and representative offices of  foreign companies here in Kuwait and advising as to the most advantageous  structure for each client and venture. Outside of joint venture arrangements,  under the Kuwait Commercial Companies Law, Decree No. 15 of 1960 (the &ldquo;Companies  Law&rdquo;), there are essentially two main vehicles for establishing companies.  Pursuant to Part IV of the Companies Law, a Kuwait Shareholding Company (&ldquo;KSC&rdquo;)  may be established with a minimum of five (5) shareholders. This type of entity,  similar to an American stock corporation in some respects, issues stock  certificates to its shareholders and is managed by a board of directors. Under  Part V of the Companies Law, parties may establish a Kuwaiti limited liability  company (&ldquo;WLL&rdquo;) with a minimum of two (2) partners. This entity, which is  similar to the American version of a limited liability company (&ldquo;LLC&rdquo;), has  become more popular over the last few years for smaller to mid-size businesses  to quickly establish themselves in the Kuwaiti market.<br /><br />Generally, while  the Companies Law does not allow more than 49% foreign ownership, the State of  Kuwait has begun liberalizing its foreign investment laws in recent years. For  example, the Ministries consider Gulf Cooperation Council companies to be  Kuwaiti for purposes of these foreign owner restrictions. Also, under Decree No.  8 of 2001, Regulation of Direct Foreign Investment in the State of Kuwait,  foreign companies may now own larger interests in companies, in some cases  holding a majority to total ownership, especially in the event that they are  seen as bringing benefits to the country such as technology or capital. The  lawyers at the Kuwait office have a long track record in assisting foreign  shareholders in this respect and safeguarding their interests based upon both  local law and practice.<br /><br /><strong>Commercial Agencies, Distributorships  &amp; Franchises<br /><br /></strong>Within the private sector, the relationship  between a Kuwaiti commercial agent and a foreign principal is primarily  regulated by two statutes: the Kuwait Commercial Law, Decree No. 68 of 1980 (the  &ldquo;Commercial Law&rdquo;), which addresses the general legal relationship between a  commercial agent and principal; and Law No. 36 of 1964 (the &ldquo;Commercial Agencies  Law&rdquo;), which stipulates the prerequisites for acting as a commercial agent in  Kuwait and sets forth the commercial agency registration procedures.<br /><br />Many  foreign companies seek to conduct business in Kuwait through the use of  commercial agents and/or distributors. The above-referenced laws of Kuwait have  evolved to protect local entities in their relationships with their foreign  principals. In addition, other local pitfalls involving taxation and trademark  issues may affect foreign principals wishing to do business here. Our Kuwait  office has extensive experience in advising these principals with respect to all  of these matters. Our practice in this area includes drafting and negotiating  the agency/ distributorship arrangements between the parties, minimizing the  advantages that the Kuwaiti laws give to protect local entities, ensuring that  little or no taxation results from the transactions and taking steps to protect  the brand names of the foreign principals.&nbsp; In addition, since the early 1990&rsquo;s  franchising has become quite popular in the State of Kuwait.<br /><br />While the  laws here are still evolving to meet the demands of franchise arrangements, we  can offer practical advice to structure franchise relationships based upon  contemporary law. There is currently no specific legislation on franchise  agreements in Kuwait. Instead, such agreements are interpreted along with any  other commercial contracts within the broad framework of the Kuwaiti Civil Code  and the Commercial Law, which allow the parties to contractually agree as they  desire.<br /><br /><strong>Commercial Litigation &amp;  Arbitration<br /><br /></strong>Kuwait&rsquo;s judicial system is primarily based upon the  civil law of the French model via Egypt, as opposed to the Anglo common law  system. In addition, Islamic Shariah provides another source of law in Kuwait  particularly in areas of family and estate matters. Pursuant to Decree Law No.  23 of 1990, Concerning the Organization of the Judiciary, the Kuwaiti judiciary  has a recognizable three tier system: The Court of First Instance as composed of  the Small Claims Court and the General Court, the Court of Appeals, and the  Court of Cessation. Its judicial procedures are governed by Decree No. 38 of  1980, the Civil &amp; Commercial Procedures Act.<br /><br />With its wealth of  knowledge and experience in the local courts, our Kuwait office handles major  commercial matters in Kuwait on behalf of both foreign and local clients. As a  result of our bilingual skills and both western and eastern legal expertise, the  combination of our Western educated counsel and local Kuwaiti litigators has  produced a strong team that foreign-based companies prefer to engage when  litigation becomes necessary here.<br /><br />In addition, the firm has developed a  strong reputation for arbitration both in Kuwait and abroad. The attorneys have  a successful track record in arbitrating under both local Kuwait arbitration  rules as well as more well-known international arbitrations rules such as the  International Chamber of Commerce Arbitration Rules and the UNICTRAL Arbitration  Rules.<br /><br /><strong>Taxation</strong><br /><br />The taxation laws in the State of  Kuwait are currently embodied in Decree No. 3 of 1955, the Kuwait Income Tax  Law, as amended in 2008, as well as numerous Ministry of Finance orders,  resolutions and circulars (the &ldquo;Taxation Laws&rdquo;). Generally, foreign companies  conducting business in Kuwait are subject to income tax pursuant to the Taxation  Laws. However, the important point to note with regard to Kuwaiti tax is that it  is imposed only on corporate bodies carrying on trade or business in Kuwait as  opposed to parties carrying on business with Kuwait. The point has been the  subject of countless meetings and discussions at the Ministry of Finance&rsquo;s  Department of Income Tax (&ldquo;DIT&rdquo;) where the DIT has become significantly more  aggressive in the past several years in assessing taxes against foreign  entities.<br /><br />Our Kuwait office has been very successful in structuring  foreign investment and activities in Kuwait to minimize foreign parties&rsquo;  exposure under the Taxation laws. In addition, when it becomes necessary to  litigate a tax assessment issued by the DIT against a foreign company before the  Tax Appeal Committee or the Kuwaiti courts, our law firm has a strong track  record in defeating DIT tax claims or settling at significantly smaller dinar  amounts.<br /><br /><strong>PPP &amp; Privatization</strong><br /><br />The Firm has  international experience in major infrastructure projects and project finance  transactions in State of Kuwait. Recently, Kuwait passed its Public Private  Partnership (PPP) Law (&ldquo;PPP Law&rdquo;) in order to facilitate the issuance for  large-scale infrastructure projects such as, among others, the planned  redevelopment of Failaka Island, a new physical rehabilitation hospital, a waste  water treatment plant, a national rail road network, a power plant, as well as  the comprehensive redevelopment of the country&rsquo;s international airport.&nbsp; The  intention of the PPP Law is to create wider ownership in larger projects (i.e.  to shift the development cost burden away from the government and toward private  investors), while giving the investor management control of the joint stock  company and the project. As from the date the PPP Law was passed in 2008, over  $25 billion worth of projects have been announced and significantly more are  expected to be announced over the next few years as Kuwait aims at expanding and  diversifying its economies.<br /><br />In 2010, Kuwait passed a new Independent  Water Power Plant (IWPP) Law for the establishment of Kuwaiti joint stock  companies to undertake the building and performance of electric power and water  desalination stations in Kuwait (the Independent Water Power Plant (IWPP)  Law).<br /><br />We have provided legal advice to a consortium in respect of their  successful bid for a wastewater treatment plant project which won the  &ldquo;Wastewater Project of the Year Award&rdquo; in the Global Water Awards. We have also  represented a client in a consortium for the construction of a calcinated  petroleum coke plant in Kuwait.&nbsp; In June of 2011, we were engaged to act as  legal counsel on multiple PPP projects, representing multiple companies,  financial institutions and governmental agencies.<br /><br /><strong>Our Kuwait  Team</strong> <br /><br />Our team of lawyers in Kuwait has a formidable set of  local and international credentials.&nbsp; It is this combination of talent and  experience that will enable us to provide commercially astute assistance across  all of its legal service requirements in Kuwait.&nbsp; We pride ourselves in our  complete knowledge of the laws and regulations applicable to our home  jurisdictions and the commercial community abroad. In Kuwait, we regularly  confer with government ministries and departments. We assist multinational  companies and family-owned businesses in establishing operations in the region  independently, or in association with local partners.&nbsp; In Kuwait, Al Tamimi  &amp; Company operates through a joint venture with lawyer Yaqoub Yousef Al  Munayae.<br /><br />In addition to the skills and capabilities of our locally based  practitioners, we can also offer our broader attributes and strengths,  including:</p>
<ul>
<li>Local strength with regional and international reach<br />We have one of the  largest corporate practices in the Middle East.&nbsp; Combined with our team across  our regional offices, we provide a unique level of support, both locally and  internationally for our clients.</li>
<li>Local, regional and international experience</li>
</ul>
<p><br />Our team includes lawyers with substantial experience in Kuwait and the  regional Middle East markets combined with team members who bring the best of  international experience to the region.<br /><br /><strong>Key Contacts in  Kuwait:<br /></strong><br /><strong>Alex Saleh </strong><br />Partner &amp; Head of  Office<br /><a href="mailto:alex.saleh@tamimi.com">alex.saleh@tamimi.com</a></p>
<p><strong>Yaqoub Al Munayae</strong><br />Joint Venture Partner<br /><a href="mailto:y.almunayae@tamimi.com">y.almunayae@tamimi.com</a></p>
<p><strong>Philip Kotsis </strong><br />Partner<br /><a href="mailto:p.kotsis@tamimi.com">p.kotsis@tamimi.com</a>&nbsp;</p>
<p>Tel:&nbsp; +965-2-246-2253<br />Fax: +965-2-296-6424<br /><a href="mailto:infokuwait.@tamimi.com">infokuwait.@tamimi.com</a></p>