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(96685, 5251, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nMany socio-political commentators have attempted to explain the reasons for sport’s universal appeal but the fact that it is seen as a medium which transcends class divide and generations is a theory that most have found it hard to argue with. Given the mass global appeal of some sports, certain sportspersons now sit in the same category as movie stars and celebrities.\r\n\r\nMany countries in the Gulf Cooperation Council (“GCC”) have excellent air travel routes, are strategically positioned, have good infrastructure and an abundance of enthusiasm to stage large sporting events so it is no surprise that the sports markets in these countries are accelerating at a phenomenal rate. The GCC is now part of an established sports calendar for various sports events including  Formula 1 Grand Prix (Abu Dhabi and Bahrain), horse racing’s Dubai World Cup, the Dubai and Abu Dhabi Tours to lesser known but equally ambitious events, such as the FINA Swimming World Cup and Class 1 Powerboat World Championships. In addition, an increasing number of companies originating from the region are also household names, thanks to the marketing mediums offered through sports and sports events.  So, how easy is it to actually import a sporting event which traditionally has its roots in a foreign land and transpose it in the region?\r\n\r\nFor a new entrant wishing to enter in to the market, there are various legal issues to consider and for those that are not familiar with hosting sports events in the region, there can be challenges. This article focuses on those common issues that an organiser should take into account when preparing a sports event in the region with particular focus on the UAE. Each event and sport is different however and specialist advice should always be taken prior to embarking on organising such a project for the first time in the region.\r\n\r\n<strong>Corporate Vehicles</strong>\r\n\r\nWhen staging a sports event in the UAE, an organiser (typically the rights holder) needs to give careful consideration to the type of corporate entity that will be established to operate the event. Typically, if any onshore business is being conducted in the UAE, a Limited Liability company (“LLC”) is commonly seen as the most appropriate vehicle. An LLC requires a local shareholder who must hold a minimum of 51% of the share capital of the company but it is possible to enter into nominee arrangements with such shareholders whereby the actual shareholding and control of a company may be agreed with the local shareholder. The LLC is able to enter into agreements relating to operating the event and can employ staff. Setting up companies can take several weeks before they can operate and this should be taken into account in relation to any planning. Consideration also needs to be given to how the intellectual property rights for an event are protected. It is possible to incorporate a separate corporate vehicle which owns the rights on behalf of the organiser.\r\n\r\n<strong>Approvals </strong>\r\n\r\nDepending upon the type of event that is being planned, approvals, permits and/or licenses from relevant governing bodies will be required. In the UAE, any organiser is encouraged to have these in place before commencing any operational work in relation to the event and particularly before making any media statements. It is recommended that the relevant sports council for a particular Emirate in the UAE, such as the Abu Dhabi Sports Council or the Dubai Sports Council, be involved at an early stage in order to ensure support and facilitate any approval process. Approval from the appropriate governing body for a sport should also be obtained. Further, depending on the global appeal that an organiser would want to generate for the event, the relevant tourism authority for the particular Emirate should be consulted. More importantly, approval from a particular venue is also required and an agreement will need to be entered into securing the booking of the venue and dealing with various issues including but not limited to ticketing, sponsorship rights and sale of merchandising. Various other contractual arrangements will need to be entered into with other third party service providers which is discussed further below. If an event is likely to attract large crowds, the relevant Road Traffic Association, police and emergency services need to be consulted.\r\n\r\n<strong>Common Contractual Arrangements</strong>\r\n\r\nIt is very important for an organiser to engage with third parties who are familiar with the local know-how when organising an event. The UAE now boasts some credible event management companies and public relations companies but care should still be taken when selecting a service provider and entering into contracts.\r\n\r\nBecause of the globalisation of certain sports and the entry of leading specialists in the UAE, many contractual arrangements relating to sports are increasingly conforming to internationals standards. An organiser however, is warned that local considerations must always be taken into account when drafting and negotiating contracts in the region. Generally, sports related commercial contracts that are used in the UAE will often include familiar framework provisions such as recitals, definitions, representations and warranties, compliance with law, termination, force majeure, notices, confidentiality provisions, choice of law and dispute resolution clauses amongst other standard requirements. There is generally no requirement to notarise most commercial agreements with service providers or have them written in the Arabic language but this should always be individually checked on a case by case basis.\r\n\r\n<strong>Event Management</strong>\r\n\r\nHigh profile events come with further logistical issues and often organisers will appoint an event management company to deal with these issues. Further, the event typically needs to be hosted so that various stakeholders associated with it can maximise their returns from involvement with the event. The event management agreement is therefore a very important agreement and offers the organiser the best contractual protection. Often a great deal of planning and detail goes into managing an event and the agreement should be tailored to the peculiarities of a specific event and the host country. The agreement should take into account the rules of a sport’s governing body. Disputes may arise between any service provider and an organiser if the scope of the service provider’s work is not properly defined.\r\n\r\nIn addition to the contractual framework mentioned above, one can expect to see familiar provisions in corresponding agreements used in western jurisdictions. For example, one would expect to see provisions dealing with budget for management and accounting purposes. In addition, intellectual property provisions would also need to be well drafted and provide proper protection for the organiser. It is very important to ensure that such provisions effectively safeguard the relevant commercial rights connected with the event as the brand associated with an event can become the one of the organiser’s main assets. Whilst it is obvious, it cannot be overstated that the agreement should clearly set out the acceptable use of any trademarks and other intellectual property rights. Consideration should also be given to registering any trademarks in the host country.\r\n\r\nA typical event management agreement would also include confidentiality requirements, especially where high profile athletes are involved, and a requirement for the event management company to take out insurance and impose various obligations in relation to the venue. In terms of the venue, it is common to define the “venue” broadly to take into account the immediate vicinity surrounding the venue itself. This is useful in combating ambush marketing and dealing with merchandising and ticketing issues that can arise around the event arena.\r\n\r\nOne would also expect to see various representations and warranties given by each of the organiser and the event manager. From the organiser’s perspective, it would want to see warranties from the event manager which include that it will provide the services in a competent and timely manner, carry out services with due skill and care and in accordance with best industry standards and not do anything that might prejudice the event or its stakeholders. The manager would also be expected to be responsible for any subcontractors it engages in fulfillment of its obligations.  An organiser should ensure that any personnel of the event manager or a subcontractor that is employed in relation to any part of an event has appropriate visas in place and that the event manager is responsible for them.\r\n\r\n<strong>Participants</strong>\r\n\r\nAn event cannot take place without participants and whilst this is obvious, particular consideration needs to be given to the type of event that is being staged. Where established events are transposed into the UAE, such events are usually expected to include some well known athletes as competitors. Obviously this significantly raises media profile for the event and attracts broadcasters and sponsors.\r\n\r\nAthletes can expect to enter into participation agreements within which, they may, amongst other things, be expected to assign various image rights to the organiser and agree to attend various press conferences. The athlete would also be expected to comply with any title and tournament sponsor conditions for the event. Further, the athlete would be expected to comply with the rules of the event and any morality clauses, which basically state how an athlete is expected to behave whilst attending at and participating in an event.  This is particularly important in the UAE as an athlete would be expected to behave in a way not to offend local cultural sensitivities and the morality clauses would need to address these points. The participant would also be expected to give warranties and obligations in relation to compliance with anti doping regulations and testing requirements and match fixing.\r\n\r\n<strong>Media Partners</strong>\r\n\r\nAs with most successful events, it is essential that media partners buy into the concept and, in return, media partners often want to see value in being associated with a particular sports event. When staging a sports event in the UAE, focus should be given to the type of sponsor and form of advertising. In the UAE, there are social and cultural issues to consider. In general, the publication or dissemination of materials that cause harm to the interests of the state, the values of society, are contrary to public morals or inconsistent with proper conduct are prohibited. The laws in the UAE do not specifically differentiate between sponsorship and advertising and sponsorship is in fact regarded as advertising.\r\n\r\nAdvertising in the UAE is regulated by the National Media Council’s Advertising Regulations (Resolution No. 35 of 2012 Concerning the Standards of Advertisement Content in Mass Media). The Printing and Publications Law (Federal Law No 15 of 1980 Regarding Printed Matters and Publications) is also important and also regulates advertising in the UAE. In addition, Federal Decree No. 5 of 2012 on Combating Cybercrimes; and, (iv) Federal Law No. 3 of 1987 (the Penal Code) are relevant, amongst others.\r\n\r\nThe main principles under the Advertising Regulations are generally:\r\n<ul>\r\n 	<li>Respect for religion and political institutions: Advertising content must be respectful of all divine religions and not offend Islamic beliefs. It must not disrespect the regime in the UAE, its symbols or political institutions. Further, no content broadcast or published by a media corporation or outlet may disrespect the local and international policies of the UAE or disrespect the cultural heritage of the UAE.</li>\r\n</ul>\r\n<ul>\r\n 	<li>Prohibited products/services:  Advertising alcoholic beverages, tobacco, smoking and all banned products or services (including banned narcotics) is prohibited.</li>\r\n</ul>\r\n<ul>\r\n 	<li>Prohibited content: The publication of words and pictures that breach public morals is prohibited, as is the spread and dissemination of information that may prejudice children, women or any other members of society.</li>\r\n</ul>\r\n<ul>\r\n 	<li>Consumer protection: Compliance with the laws governing consumer protection and commercial activities is mandatory particularly in relation to anti-competitive practices and illegal monopolies.</li>\r\n</ul>\r\n<ul>\r\n 	<li>Health regulations: Advertising content relating to medicines or pharmaceutical products must comply with the rules set out by Cabinet Resolution No. 7 of 2007 Regarding Health Advertisements Regulation.</li>\r\n</ul>\r\nIf a global event such as the Olympic Games or FIFA World Cup were to be hosted in the UAE, it would be expected as part of the bidding requirements for the host country to put in place new regulations specifically dealing with relaxation of certain prohibitions on certain types of advertising in order to take into account the interests of the main sponsors for such events. Such event specific regulations however would only last for the duration of the event.\r\n\r\n<strong>Criminal Concerns - Match Fixing, Anti Doping And Money Laundering</strong>\r\n\r\nCurrent events regarding doping have hit the sporting world hard and have inflicted a long lasting smear on some sports. WADA (World Anti Doping Agency) has increasingly been in the headlines over the last few months and all worldwide sporting events and athletes are therefore subject to closer scrutiny and that includes any new events held in the UAE.\r\n\r\nThe National Anti-Doping Agency in the UAE has been established to comply with the approach and the requirements of the International Agency for anti-doping and has adopted the rules of the National Anti-Doping Agency. The National Doping Agency is aware of doing scandals, including those affecting Emirati athletes in the past and has stated that it is ready to take the fight against doping.\r\n\r\nAny allegation of doping, corruption or money laundering could potentially ruin the image of a sport or event and sponsors can be very quick to disassociate themselves which such scandals. Often, sponsorship and participation agreements would expect to include termination clauses in them in favour of the sponsor or organiser in the event of such circumstances The laws and rules of a particular sport would also be expected to take into account these issues and would require participants to abide by them or face sanctions.  In addition to these, the UAE has in place certain legislation to deal with such actions and as the international community cracks down on these acts, the UAE has also seen fit to take action.\r\n\r\nMoney laundering is now a global worldwide concern. In recognition of this, the UAE implemented a comprehensive Anti-Money Laundering &amp; Counter-Terrorist Financing Law (Federal Law No. 4 of 2002 as amended, which was last amended in 2014 and is supported by Regulations and Circulars issued by the Federal Cabinet and the Ministry of Justice as necessary.\r\n\r\nBribery and gambling are addressed by Federal Law No. 3 of 1987 as amended (“Penal Code”). Bribery that occurs in either public or private sectors are criminalised, with bribery in the private sector carrying a penalty of up to 5 years’ imprisonment.\r\n\r\nGambling is also prohibited by the Penal Code and is punishable by up to 3 years’ imprisonment, with up to 10 years’ imprisonment for those who open or manage a gambling establishment. This is particularly important to bear in mind when an event like horse racing in the UK is associated hand in hand with betting but in the UAE, betting at the races is forbidden.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nAs mentioned above, there are various considerations to take into account when organising an event in the UAE and this article has attempted to provide an overview of the common issues that may arise. There is no doubt that the growth of sports in the region is continuing at a rapid rate and because of that, players in the market need to ensure that they do not rush into committing to an event to later find out that there are difficulties that they didn’t anticipate and cannot overcome. As with all projects, it is wise to undertake a due diligence process at the start and obtain specialist advice in relation to hosting a sporting event in the UAE. It is also important to select the right contractual partners for an event as, if there is fallout, there can be animosity and distractions from successfully hosting an event.\r\n\r\n<em>Raj Pahuja (r.pahuja@tamimi.com) is a Senior Associate in the Corporate Commercial Practice and a key member of Al Tamimi’s dedicated Sports Law practice.  He has previously acted for the Bahrain International Circuit for several years advising on various aspects of its operation including the F1 Grand Prix, V8 Supercars and other events at the circuit.  Raj has also advised on the setting up of the Arsenal Soccer School in Bahrain.  Raj brings valuable diverse legal experience to the team which he has gained from working in London, Bahrain and the UAE.</em>'),
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(96700, 5252, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThe practical effect of the judgment is that it is arguably harder for Claimants to oppose an application for security on certain grounds.  Al Tamimi represented the Defendant (the applicant) in this case.\r\n\r\nThe costs of litigation can be high and the prospect of the winning party not being able to recover its legal expenses makes for a shallow victory. Most common law jurisdictions allow a Defendant to secure a payment into court from a Claimant, as a precondition to being permitted to continue to pursue a claim. The purpose of granting security for costs is to provide costs protection to a Defendant who is forced into litigation at the election of another.\r\n\r\nThe rules governing the grant of security in DIFC Court litigation are contained in Part 25 of the Rules of the DIFC Courts (“RDC”) and are closely modelled on the English Civil Procedure Rules. Essentially an applicant for security, usually the Defendant in proceedings, must establish that the Claimant’s circumstances fit within one of the conditions set out under RDC 25.102, and, that in all the circumstances of the case it would be just to make an order for security. The latter effectively grants the Court an unfettered discretion as to whether or not it ought to order payment by the Claimant of the security requested. However, satisfying at least one of the RDC 25.102 conditions is a mandatory pre-requisite to the grant of security.\r\n\r\nOf the six conditions, the two most frequently relied upon are conditions (1) and (6), which provide:\r\n\r\n“(1)  the Claimant is resident outside of the UAE\r\n\r\n......\r\n\r\n(6) the Claimant has taken steps in relation to his assets that would make it difficult to enforce an order for costs against him.”\r\n\r\nThe conditions reflect the circumstances in which a Defendant may typically be concerned about the prospects of recovering its costs against a Claimant, namely, where the Claimant does not reside in the jurisdiction where litigation is taking place and/or where the Claimant has dissipated assets to ensure that they remain beyond the reach of a Defendant seeking to enforce a costs order made in its favour.\r\n\r\nPrior to Adil, it was unclear as to whether Claimants were entitled to rely on their UAE Residence Visas alone to establish that they were resident in the UAE. This meant that Claimants, who ordinarily resided abroad, but who had secured a UAE Residence Visa on the back of previous engagements or business interests within the jurisdiction, could arguably defeat an application for security by relying solely on their UAE Residence Visa as proof of their residence within the UAE, even though they did not actually reside in the UAE. In clarifying the correct approach to be taken, the Court of Appeal in Adil held that a person’s UAE Residence Visa was not determinative of their place of residence and that it was an error to wrongly confuse or conflate a person’s immigration status with the place in which he habitually resided.\r\n\r\nIn Adil, the Court of Appeal held that the test of residence was not whether a person held a valid UAE Residence Visa, but rather whether or not they actually resided in the UAE. The question was to be determined by looking at all the facts in the round and not just the basis on which a person was granted leave to enter or remain in the UAE.\r\n\r\nFollowing the decision in Adil, in deciding whether or not a person is resident outside the UAE, the DIFC Courts should take into account a multitude of factors, including a Claimant’s length of stay, ties, interests and purpose in the UAE. This clarification is welcome news for Defendants justifiably concerned about the prospect of not being able to recover their costs from an unsuccessful Claimant who has a UAE Residence Visa but who in fact resides outside of the UAE. Such individuals are now more likely to fall within condition (1) of RDC Part 25.102.\r\n\r\nThe Court of Appeal’s interpretation in Adil of condition (6) of RDC Part 25.102 is also of significant practical importance. At first glance condition (6) appears to be targeted at Claimants who sell or transfer their assets with the specific intention of defeating any attempts to enforce against their assets at a time when litigation is already underway or at least in the contemplation of the parties. In Adil, at first instance (CFI-015-2014-3) the Claimant argued that the transfer of the only property he owned in Dubai to his wife some 14 months prior to the commencement of litigation could not amount to a step taken in relation to his assets within the meaning of condition (6) because it was a step taken prior to any litigation being contemplated, let alone commenced. The Court of Appeal rejected this argument and held that condition (6) was drafted in objective terms and was not dependent on the subjective intention of the Claimant.\r\n\r\nThe Court of Appeal held that in order to fall within condition (6) it was not necessary to show that a Claimant had sold or transferred assets with the specific intention of putting their assets beyond the reach of a particular judgment creditor. In other words, the Court of Appeal held that a Claimant’s motive in dealing with his assets was irrelevant for the purposes of condition (6). All that was required to be established was that the Claimant in question took a step in relation to his assets at some point and that the taking of that step made it difficult to enforce a costs award against him.\r\n\r\nOnce again, this aspect of the judgment is welcome news for Defendants seeking to protect themselves against sophisticated businessmen who choose to make themselves judgment proof well in advance of any litigation, on the assumption that sooner or later they are likely to be involved in litigation with the attendant risks of enforcement.\r\n\r\nNotwithstanding the Court of Appeal’s clarification, parties should continue to bear in mind that the Court ultimately retains an unfettered discretion to grant an order for security. Accordingly, satisfying one of the conditions under Part 25.102 will not of itself guarantee the grant of an order for security.\r\n\r\nNevertheless the overall result is the strengthening of an important safeguard designed to protect Defendants from the risk of being unable to recover costs from Claimants who do not prevail at trial.'),
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(96719, 5253, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThis article will provide a general overview and explanation of the UAE criminal process in using a question and answer format and discuss a case before the Dubai criminal court relating to defamation under the Cyber Crimes Law.\r\n\r\n<strong>How do victims of crimes commence a criminal case? </strong>\r\n\r\nThe first step to initiate a criminal action is for the victim to file a complaint against the offender before the police. The complaint needs to set out the incident that occurred and sequence of events pertaining to the criminal offence. The complaint may be formal (in writing) and by way of an oral statement before the police which will be recorded in Arabic and signed by the complainant.\r\n\r\nThe complainant is required to file the complaint before the police station which has jurisdiction to hear the complaint (i.e. where the criminal offence or unlawful act took place).\r\n\r\n<strong>Will the victim be able to bring witnesses?</strong>\r\n\r\nThe complainant will be given the opportunity to call upon witnesses to testify in his or her favour before the police.\r\n\r\n<strong>Will the accused be questioned by the police and be given the opportunity to bring witnesses?</strong>\r\n\r\nFollowing the statement of the complainant, the police will contact the accused and take his or her statement. During this process, the accused may inform the police of potential witnesses who can testify in the accused’s favour and the police may accordingly summon defense witnesses and record their statements.\r\n\r\n<strong>What happens next?</strong>\r\n\r\nThe police will refer the complaint to relevant departments within the police station that are responsible for reviewing and opining complaints (i.e. electronic crimes departments, forensic medicine department).\r\n\r\nOnce the police have taken the statements of all parties and finalized their task, the complaint will be referred to the public prosecution, a judicial authority empowered to refer cases to the criminal court in the event the responsible prosecutor assigned to review the case finds that a criminal offence has taken place under the UAE Penal Code (Federal Law No. 3 of 1987).\r\n\r\n<strong>Will any legal fees be incurred for filing a complaint before the police?</strong>\r\n\r\nNo fees will need to be paid for filing a criminal complaint before the police. However if the complainant seeks the legal services of an attorney, then professional legal fees will need to be paid to the attorney.\r\n\r\n<strong>What is the role of the public prosecution?</strong>\r\n\r\nOnce the police have referred the matter to the public prosecutor, the prosecutor will summon the complainant and the accused separately for an interview and both parties may also be given the opportunity to bring witnesses to testify in their favour before the prosecutor.\r\n\r\nThe statements of the parties involved in the complaint will also be recorded in Arabic by the clerk assisting the prosecutor and signed by the parties.\r\n\r\nIf the prosecution finds that the criminal action is ready to be lodged, it will summon the accused to appear before the competent criminal court and provide the competent court with details of the crime(s) the accused has been charged with. If on the contrary it deems that there is no reason to pursue the action, it shall order that it be archived.\r\n\r\n<strong>How are crimes categorized under UAE law?</strong>\r\n\r\nCrimes under the UAE Penal Code are divided into three categories depending on the seriousness of the punishment that may be applied: contraventions (violations), misdemeanours, and felonies (the most serious). Below is a description of some of the punishments that these different level of crimes attract.\r\n\r\n<strong>What is the punishment for contraventions?</strong>\r\n\r\nA contravention is any act or omission punishable under the laws or regulations, by one or both of the two following penalties:\r\n<ul>\r\n 	<li>Custody for not less than twenty four hours and not more than ten days.</li>\r\n 	<li>A fine not exceeding one thousand Dirhams.</li>\r\n</ul>\r\n&nbsp;\r\n\r\n<strong>What is the punishment for misdemeanours?</strong>\r\n\r\nA misdemeanour is an offence that is punishable by one or more of the following penalties:\r\n<ul>\r\n 	<li>Confinement.</li>\r\n 	<li>Fine of more than a thousand Dirhams.</li>\r\n 	<li>Diyat (payment of ‘blood money’)</li>\r\n</ul>\r\n&nbsp;\r\n\r\n<strong>What is the punishment for felonies? </strong>\r\n\r\nFelonies are crimes punishable by one of the following penalties:\r\n<ul>\r\n 	<li>Diyat (payment of ‘blood money’)</li>\r\n 	<li>Temporary imprisonment</li>\r\n 	<li>Life imprisonment</li>\r\n 	<li>The Death penalty</li>\r\n</ul>\r\n&nbsp;\r\n\r\n<strong>Are the fines imposed by the criminal court payable to the victim?</strong>\r\n\r\nFines imposed by the criminal court are payable to the UAE government. They are not compensation for the victim (save for blood money claims), nor do they indicate the level of compensation to be afforded to the victim in any civil claim.\r\n\r\n<strong>What is the practice, structure and scope of the criminal courts?</strong>\r\n\r\nThe Dubai criminal court is empowered to imprison, fine and acquit accused persons charged with criminal offences.\r\n\r\nAll proceedings before Dubai courts are conducted in Arabic. Accordingly all the court pleadings will be drafted in Arabic and official Arabic translations of all the documents upon which parties seek to rely will be necessary.\r\n\r\nThe court comprises of three stages, the Court of First Instance, the Court of Appeal and the Cassation court (final appeal court). The misdemeanour Court of First Instance consists of a single judge while the felony court comprises three judges.\r\n\r\n<strong>Are the parties (offender and victim) required to attend the court hearings?</strong>\r\n\r\nAll persons accused of criminal offences must personally appear before the court if the offence for which they are accused of carries a prison sentence. Victims of crimes are not required to appear before the courts and are permitted to have their legal representatives attend the hearings on their behalf.\r\n\r\n<strong>What happens in the court hearings?</strong>\r\n\r\nThe trial starts by the judge naming the parties to the case and the charge against the accused will be recited.\r\n\r\nThe public prosecution as well as the victim (or the victim’s legal representative) will subsequently present their respective claims at the first hearing.\r\n\r\nThe accused person will be asked whether he or she admits or denies the charges.\r\n\r\nIf there is no admission of guilt the court will then set another hearing date to allow the accused to respond to the charges.\r\n\r\nIf the accused person (legally summoned) fails to appear before the court on the day specified in the summons, the court will issue a judgment in absentia.\r\n\r\n<strong>How are pleadings made before the court?</strong>\r\n\r\nThe victim and the accused have the right to file memoranda (or pleadings) which set out the claim, defence and all other evidence upon which the parties rely. Normally all pleadings submitted to the court are made by written submission, however the parties to the criminal action also have the right to present evidence by way of oral testimonies (i.e. from witnesses).\r\n\r\n<strong>How long will the hearings take?</strong>\r\n\r\nThere will be a series of hearings approximately 2-3 weeks apart during which parties formally appear and file memoranda. The number of hearings and hence the time it will take to set the matter down for judgment will depend on the length of time taken to serve the defendants with notice of the court proceedings and the complexity of the issues and memoranda that are filed.\r\n\r\n<strong>Will a court expert be appointed?</strong>\r\n\r\nIf the court believes there are any sufficiently technical areas in the case it will appoint an expert to review the case documents, meet with the parties and provide an expert report to the court.\r\n\r\n<strong>When will a judgment be handed down by the court?</strong>\r\n\r\nOnce all the pleadings have been exchanged, oral testimonies of witnesses are heard and the expert report has been submitted where applicable, the court will set the matter down for judgment.\r\n\r\n<strong>Are judgments of the First Instance Court subject to an appeal?</strong>\r\n\r\nThere is a right of appeal from the Dubai Court of First Instance to the Dubai Court of Appeal There is also a right of appeal from the Dubai Court of Appeal to the Dubai Court of Cassation.\r\n\r\nThe accused has 15 days to challenge the First Instance Court’s judgment before the Appeal Court and 30 days to appeal against the Appeal Court’s verdict before the Court of Cassation.\r\n\r\n<strong>Can the victim file an appeal against the lower court’s judgment?</strong>\r\n\r\nVictims cannot formally appeal the criminal court’s judgment per se as they are in principle represented by the state, (i.e. the prosecution) who will need to lodge an appeal on behalf of the plaintiff, unless the plaintiff files a joint civil action in the criminal proceedings.\r\n\r\n<strong>Example of a Criminal Case</strong>\r\n\r\nIn order to illustrate how the criminal process works, we provide details of a recent criminal matter handled by Al Tamimi involving the crime of defamation under UAE law.\r\n\r\n<strong>Background</strong>\r\n\r\nUnder UAE law, a criminal complaint can be made against an individual for libel and slander under Articles 371 to 380 of the UAE Penal Code (Federal Law No. 3 of 1987).\r\n\r\nThe victim would also be able to bring a civil claim for damages resulting from the libellous actions under Articles 282 to 298 of the UAE Civil Code (Federal Law No. 5 of 1985).\r\n\r\nIt is possible to make a civil claim for defamation against an individual without obtaining a criminal conviction, however a civil claim for defamation is generally difficult to prove and a criminal conviction would provide strong evidence against the defendant upon which to base the civil action.\r\n\r\nIn the UAE, plaintiffs do not need to prove financial loss in a criminal complaint for defamation.\r\n\r\nHowever, to establish a civil claim for damages, the plaintiff would need to prove financial loss as a direct result of the slanderous acts.\r\n\r\nIn this particular case Al Tamimi &amp; Company successfully represented a company (the “Plaintiff”) in a case against one of its ex-employees (the “Accused” or the “Defendant”) for defaming the Plaintiff and its management through emails.\r\n\r\n<strong>The Claim</strong>\r\n\r\nIn February 2014, the Plaintiff filed a criminal complaint before the Dubai police against its former employee for making defamatory and derogatory statements against the Plaintiff through emails sent to the Plaintiff, its employees and other members of the public.\r\n\r\nThe police transferred the complaint to the public prosecution for its review.\r\n\r\nIn March 2014, the Public Prosecution found that a crime was committed under Articles 1, 20 &amp; 42 of the UAE Cyber Crimes Law (Federal Law No. 5 of 2012) and transferred the case to the Misdemeanour court.\r\n\r\nArticle 20 and 42 of the Cyber Crimes Law state that any person who, by using an information network or an information technology tool, insults a third party or attributes to the third party an incident that may make the third party subject to punishment or contempt by others shall be punished by imprisonment and a fine (between AED 250,000 and 500,000) or either of these penalties, and may be deported.\r\n\r\nIn June 2014, the criminal Court of First Instance found that the Defendant made derogatory and defamatory statements against the Plaintiff via electronic means (emails) and such slanderous statements contained in his communication would have made the Plaintiff subject to contempt.\r\n\r\nThe First Instance Court ordered the Defendant to pay a fine of AED 300,000 and to be deported from the UAE. The court also ordered that the Plaintiff be compensated in the civil claim (which was filed by the Plaintiff in the midst of the criminal proceedings).\r\n\r\nThe Defendant subsequently appealed the lower court’s judgment before the Appeal Court. In September 2014, the Court of Appeal affirmed the lower court’s judgment.\r\n\r\nThe Defendant further challenged the judgment before the Court of Cassation in October 2014 on the ground that the judgment entailed a misapplication of law, deficient causation and prejudiced his rights. The Defendant further argued that he did not intend to harm the Plaintiff’s reputation and made the statements in good faith.\r\n\r\nThe Cassation Court rejected the Defendant’s allegations of good faith and virtuous purpose in publishing such statements and upheld the Appeal Court’s judgment.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nCriminal proceedings in the UAE can be complex and daunting, especially for expats who may not speak Arabic. The above overview should assist those contemplating making a criminal complaint or those subject to one. Although the process may be very different to that found in other jurisdictions, many of the fundamentals will be the same, such as the right of the accused to present a defence and the right to appeal.'),
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(96738, 5254, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nPart Five of the Commercial Transactions Law sets out provisions dealing with the bankruptcy procedure for traders who cease to pay their debts. This article will take a look at the bankruptcy provisions of the Commercial Transactions Law.\r\n\r\n<strong>Definition of Bankruptcy </strong>\r\n\r\nSection 1 of Article 645 of the Commercial Transactions Law provides:\r\n\r\n“Subject to the provisions of preventive composition, any trader who ceases to pay his commercial debts when due because of financial distress and credit issues may be declared bankrupt.”\r\n\r\nAccordingly, bankruptcy can be defined as a situation where a trader ceases to pay his commercial debts when due because of financial distress.\r\n\r\n“Trader” means an individual or an entity (such as a commercial company).\r\n\r\nUAE Courts consistently uphold the definition of bankruptcy in Article 645. The Federal Supreme Court has held: “A trader is subject to bankruptcy provisions if he is unable to pay his debts.” i.e. his debts must exceed his financial capacity. The Federal Supreme Court has also confirmed that a trader’s financial distress would warrant a declaration of bankruptcy (Federal Supreme Court – Appeal 236 of Judicial Year 9 – 12.07.88, which preceded the Commercial Transactions Law and was issued at a time when the courts applied the principles of comparative jurisprudence. See also Federal Supreme Court - Appeal 493 of Judicial Year 18 – 26.10.97).\r\n\r\n<strong>Conditions for Bankruptcy</strong>\r\n\r\nSection 3 of Article 645 provides:\r\n\r\n“Bankruptcy shall be declared by order of the competent civil court.”\r\n\r\nThere are three conditions for bankruptcy:\r\n<ul>\r\n 	<li>the debtor filing for bankruptcy must be a trader;</li>\r\n 	<li>the debtor must have ceased paying his commercial debts; and</li>\r\n 	<li>bankruptcy must be declared by order of the court.</li>\r\n</ul>\r\nTherefore, the person filing for bankruptcy must be a trader in the sense of being engaged in a commercial activity either as an individual or as a corporate entity (e.g. a company).\r\n\r\nThis aspect is particularly crucial due to the fact that individuals who are not engaged in trade or a commercial activity may also become unable to pay their debts due to insufficient financial means. Being non-traders, these individuals are subject to the insolvency provisions of Law No. 5 of 1984 ‘Concerning Civil Transactions’, as amended. This is because a person, other than a trader, who is unable to pay his debts is considered to be in a state of insolvency, not bankruptcy.\r\n\r\n<strong>Types of Bankruptcy  </strong>\r\n\r\n1. Simple Bankruptcy\r\n\r\nSimple bankruptcy occurs when a trader is unable to pay his debts due to circumstances beyond his control.\r\n\r\n2. Negligent Bankruptcy\r\n\r\nNegligent bankruptcy occurs when the debtor is unable to pay his debts due to personal expenses or spending large amounts of money in fictitious speculations. This form of bankruptcy is a misdemeanour punishable by two years imprisonment or a fine of up to AED 2,000 under Article 880 of the Commercial Transactions Law. Furthermore, according to Section 1 of Article 649 of the Commercial Transactions Law, a trader will be guilty of an offence of negligent bankruptcy if he fails to file for bankruptcy within thirty days from the date on which that trader ceases to pay his debts. This was confirmed by the Federal Supreme Court in Appeal 242-2010 where it held: “A trader shall file for bankruptcy if the condition set forth in Article 649 of the Commercial Transactions Law is satisfied i.e. a trader in financial distress being required to file for bankruptcy within thirty days of ceasing to pay his debts or else be considered guilty of negligent bankruptcy.”\r\n\r\n3. Fraudulent Bankruptcy\r\n\r\nA debtor is said to be fraudulently bankrupt and liable for imprisonment for a term not exceeding five years in the following circumstances:\r\n<ul>\r\n 	<li>the debtor has concealed, destroyed or altered, in whole or in part, its books or business records;</li>\r\n 	<li>the debtor has misappropriated or concealed part of its funds to the prejudice of its creditors;</li>\r\n 	<li>the debtor has knowingly acknowledged undue debts whether such acknowledgement is made in writing, given verbally, stated in the balance sheet or by abstention from submitting certain papers or explanations; or</li>\r\n 	<li>the debtor has fraudulently secured an arrangement with its creditor.</li>\r\n</ul>\r\nIf a company that fraudulently filed for bankruptcy is declared bankrupt by final order of the court, its directors, managers, or liquidators shall be liable to imprisonment for a term not exceeding five years if they commit one of the following acts:\r\n<ul>\r\n 	<li>the books of the company are concealed, destroyed or altered;</li>\r\n 	<li>the company’s funds are misappropriated or concealed, in whole or in part;</li>\r\n 	<li>undue debts of the company are knowingly acknowledged or documents that need to be submitted are withheld even though they are in possession;</li>\r\n 	<li>an arrangement with creditors is obtained fraudulently; or</li>\r\n 	<li>false information is declared on the subscribed or paid up capital, or fictitious profits are distributed.</li>\r\n</ul>\r\nIt should be noted that the form of bankruptcy has no bearing on the provisions applicable to bankruptcy or its effects. All forms of bankruptcy are governed by the same rules and procedures found in the Commercial Transactions Law. However, as noted, negligent and fraudulent bankruptcy would subject the debtor to imprisonment or a fine.\r\n\r\n<strong>Bankruptcy Order and the Competent Court  </strong>\r\n\r\nAs noted earlier, the conditions for bankruptcy include bankruptcy being declared by order of the competent court pursuant to Section 3 of Article 645 of the Commercial Transactions Law. A debtor is not automatically bankrupt despite having ceased to pay its debts; to be made bankrupt a court has to issue a bankruptcy order against the debtor. The bankruptcy order establishes a state of bankruptcy as an exception to the general rule that court rulings enforce rights.\r\n\r\nFurthermore, according to Section 4 of Article 645 of the UAE Commercial Transactions Law, unless otherwise provided by law, the cessation of payment or the use, by a trader, of irregular or illegal means for payment of its debts, does not amount to bankruptcy unless a bankruptcy order is issued (although some jurisdictions do recognise the notion of actual bankruptcy, the UAE does not).\r\n\r\nThe Civil Court of First Instance has jurisdiction over bankruptcy matters, with the particular court being the local court of the domicile of the debtor or the place where the debtor carries out its commercial activities. If the debtor owns several commercial establishments, the local court of the debtor’s principal place of business would have jurisdiction.\r\n\r\nFinally, cases of negligent bankruptcy fall under the jurisdiction of the criminal courts, rather than the civil courts according to Articles 418 and 419 of Law No. (3) of 1987 ‘Promulgating the Penal Code’, as amended.\r\n\r\n<strong>Who May File a Bankruptcy Application?</strong>\r\n\r\nArticle 647 of the Commercial Transactions Law lists the persons who may file a bankruptcy application as follows:\r\n\r\n<strong>1. The Debtor</strong>\r\n\r\nThe debtor is in the best position to determine it financial state and should therefore consider filing for bankruptcy if it is unable to pay its commercial debts.\r\n\r\n<strong>2. Creditors   </strong>\r\n\r\nEvery creditor, regardless of the size of its claim, may also apply for its debtor to be declared bankrupt, provided that the creditor submits proof that the debtor has ceased payment of its commercial debts.\r\n\r\n<strong>3. The Court</strong>\r\n\r\nThe court, at the request of the public prosecution department or on its own motion, may declare a debtor bankrupt.\r\n\r\nTaking a departure from the legal rule that courts cannot give relief not sought by the parties, the Commercial Transactions Law, exceptionally, allows the competent court to declare a debtor bankrupt of its own accord as bankruptcy rules form part of public policy.\r\n\r\nWhen entering judgment declaring a debtor bankrupt on its own accord, the court should forthwith notify the debtor pursuant to Article 648 of the UAE Commercial Transactions Law.\r\n\r\n<strong>The Effect of a Bankruptcy Order</strong>\r\n\r\nA bankruptcy order will have consequences for the debtor and its assets as well as the creditors. In relation to the debtor:\r\n<ul>\r\n 	<li>The bankruptcy judge will, at the request of the public prosecution department or the bankruptcy trustee, or on the judge’s own motion, order an attachment against the debtor if it has deliberately concealed its assets or books or has failed to comply with the bankruptcy judge’s orders. The judge may also put the debtor under surveillance. The debtor has the right to appeal the bankruptcy judge’s order of imprisonment or surveillance although an appeal would not act to stay enforcement of the imprisonment or surveillance order, according to Sections 1 and 2 of Article 682 of the Commercial Transactions Law.</li>\r\n</ul>\r\n<ul>\r\n 	<li>The debtor is prevented from administering and disposing assets.</li>\r\n</ul>\r\n<ul>\r\n 	<li>The debtor loses some professional and civil privileges, i.e. capacity to vote and capacity to be elected to parliamentary councils and chambers of commerce and industry.</li>\r\n</ul>\r\nThe main implication for creditors is that as soon as the bankruptcy order is issued, a group of creditors is established by operation of law. The group of creditors consists of persons who had valid claims on the debtor before the bankruptcy order was issued.\r\n\r\nThe bankruptcy order also acts to suspend individual proceedings and actions brought against the debtor by ordinary creditors or preferred creditors.\r\n\r\n<strong>Termination of Bankruptcy</strong>\r\n\r\nArticle 762 of the Commercial Transactions Law stipulates that bankruptcy is terminated after the schedule of debts referred to in Article 757 of the law has been satisfied. These debts would be uncontested and evidenced by proper documentation. At this stage, the debtor may apply to the bankruptcy judge for the bankruptcy to be terminated.\r\n\r\nThe court cannot enter judgment terminating the bankruptcy on grounds that the group of creditors’ interest has ceased until it has reviewed the report of the bankruptcy judge confirming the satisfaction of either of the two conditions set forth in Article 762 of the Commercial Transactions Law. Those conditions are the debtor satisfying all creditor claims submitted against the assets of the bankruptcy or lodging with the court or the bankruptcy trustee money sufficient to discharge those claims (principal, interest due and bankruptcy costs).\r\n\r\nBankruptcy is also terminated on approval of a deed of arrangement, after the bankruptcy judge invites creditors whose debts have been provisionally or finally accepted to attend deliberations on the deed of arrangement under – Section 1 of Article 764 of the Commercial Transactions Law.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nIn closing, I would point out that bankruptcy rules form part of public policy as they promote creditworthiness. This means that bankruptcy rules apply immediately to effects that have not become finally established which arise after the rules come into force, even from pre-existing legal positions, without the need for this to be specifically stated by law. This has been confirmed by rulings of the Court of Cassation and the Federal Supreme Court in bankruptcy cases.\r\n\r\nIn a future Law Update issue, I will discuss arrangements and corporate bankruptcy in the context of the Commercial Transactions Law.'),
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(102813, 5588, 'pageSummary', 'It is exactly one year on since the International Atomic Energy Agency (‘IAEA’), the United Nations’ nuclear watchdog, verified that Iran had met its nuclear commitments under the Joint Comprehensive Plan of Action (‘JCPOA’).'),
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(102853, 5590, 'content_description', 'In its Vision 2030, the Kingdom of Saudi Arabia (“KSA”) announced that “the second pillar of our vision is our determination to become a global investment powerhouse”. '),
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(102868, 5591, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">The Commercial Registration Law provides guidance on the process for registration of companies, branches and establishments at the Ministry of Economy and Commerce allowing them to carry out commercial activities in Qatar. No natural or legal person may trade or establish a commercial outlet until such person has been registered in the Commercial Register.</p>\r\n<p class=\"p1\">The Commercial Registration Law applies to several categories of natural and legal persons, including:</p>\r\n\r\n<ul>\r\n 	<li>Individuals desiring to trade;</li>\r\n 	<li>Commercial companies;</li>\r\n 	<li>Natural and corporate persons practicing a commercial agency business;</li>\r\n 	<li>Branches of foreign companies; and</li>\r\n 	<li>Commercial representation offices.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p4\">In late 2014, Law no. 20 of 2014 was issued amending certain provisions of the Commercial Registration Law. The 2014 amendment to the Commercial Registration Law modified some aspects of the application and registration process, as well as the period of validity of the commercial registration. However, the most notable, and arguably problematic, amendment to the Commercial Registration Law was the amendment made to Article 3, whereby the following additional paragraph was embedded in the text of Article 3:</p>\r\n<p class=\"p1\"><em>‘In all cases, it is prohibited to create branches of Company with Trade Names that differ from that of the Company’s Trade Name. It is also prohibited to add activities that differ from the activities of the Company as set out in its Memorandum of Incorporation’.</em></p>\r\n<p class=\"p1\">Law no. 20 of 2014 had set out a six month period during which companies would be required to rectify their position in accordance with these amendments, particularly that of Article 3. However, almost two years after the coming into force of the 2014 amendments, the grace period for companies to comply with the amended provisions is still being extended. The latest extension of the grace period ended on the 8 January 2017.</p>\r\n<p class=\"p1\"><span class=\"s1\"> The amendments made to Article 3 of the Commercial Registration Law have had major implications not only on branches of local companies registered in the Companies Registrar in Qatar, but also to foreign franchisors doing business in Qatar through their Qatari local agents. </span></p>\r\n<p class=\"p5\"><strong>The Previous Practice and the Implications of the Amendments to Article 3 </strong></p>\r\n<p class=\"p1\">Prior to the 2014 amendments to the Commercial Registration Law, foreign brand owners wishing to establish a presence in Qatar would often enter into a franchise or retail agreement with a local specialised Qatari agent or distributor, by virtue of which the Qatari agent or distributor would be able to establish a branch of its company in the name of the foreign brand and use the foreign brand’s trademark as a signboard for the branch’s retail shop or office. Such a branch would not have legal personality and could therefore cease to exist in the event of termination of the relevant franchise or retail agreement. The foregoing scheme offered foreign brand owners an efficient means of operating in Qatar without jeopardising the brand or its trademark.</p>\r\n<p class=\"p1\">With the 2014 amendments, the aforementioned scheme is no longer possible and a large number of Qatari agents or distributors, who had operated under this scheme for many years and established tens of branches, found themselves at a loss as to how to rectify their position in line with the amended Article 3. The reason being that once the trade name of the branch no longer holds the name of the foreign brand, the branch will not be able to use the brand’s trademark and signage on its signboards or in its publishing materials.</p>\r\n<p class=\"p6\"><span class=\"s2\"><strong>Proposed Solutions within the Parameters of the Law</strong></span></p>\r\n<p class=\"p1\">The Ministry has now provided companies with two options in order to comply with the prohibitions inserted in the text of the amended Article 3.</p>\r\n\r\n<ul>\r\n 	<li><strong>Setting up a new company in the name of the brand</strong></li>\r\n</ul>\r\n<p class=\"p4\"><span class=\"s3\">One of the options proposed by the Ministry is to transfer the assets of each branch to a newly established company registered with a trade name similar to that of the foreign brand. </span></p>\r\n<p class=\"p1\">The advantages of this option may include:</p>\r\n\r\n<ul>\r\n 	<li>The Company will have a separate legal personality, as opposed to a branch;</li>\r\n 	<li>The Company established with the trade name of the brand will be able to register branches of the same brand holding the same trade name.</li>\r\n</ul>\r\n<p class=\"p4\">On the other hand, this option has been criticised as being detrimental to the foreign brand and trademark owners. This is because foreign brand owners are reluctant to allow a company to be registered in Qatar under their name, since there is no guarantee that the Qatari agent or distributor using the trade name of the foreign brand will be dissolved and/or will cease to use the name and trademark of the brand owner once the contractual relationship between the foreign brand owner and the Qatari agent or distributor is terminated.</p>\r\n\r\n<ul>\r\n 	<li><strong>Registering the brand name of the branch in the name of the foreign brand</strong></li>\r\n</ul>\r\n<p class=\"p4\">The Ministry has now allowed companies to register a brand name of a company or branch that is different from that of the company or branch’s trade name. Under this scenario, the branch will hold the trade name of the Qatari agent or distributor’s company and a different brand name similar to the foreign brand.</p>\r\n<p class=\"p1\">In order to implement this option, the Qatari agent or distributor wishing to establish a branch with a brand name similar to that of a foreign brand must present:</p>\r\n\r\n<ul>\r\n 	<li>An authenticated license agreement for the use of the trademark of the foreign brand. Such an agreement must be entered into between the registered trademark owner in Qatar and the licensee (being the Qatari agent or distributor). This should be in line with the requirements set out in the Law No. 9 of 2002 with respect to trademarks, trade indications, trade names, geographical indications and industrial designs and templates (the “Trademarks Law”). Further, such a license agreement must be registered in the Intellectual Property Protection department at the Ministry as stipulated in the Trademarks Law.</li>\r\n 	<li>A no objection certificate issued from the trademark owner allowing the branch to use the trademark on the signboards of its retail outlet or office.</li>\r\n</ul>\r\n<p class=\"p4\">Whilst, obtaining the aforementioned license agreement and no objection certificate may be a costly and time consuming process; the license agreement may be terminated and revoked by the trademark owner at any time in accordance with its terms. Hence, the foreign brand will be afforded the necessary protection and will, therefore, more likely be willing to grant the rights to use the trademark to an experienced local Qatari company.</p>\r\n<p class=\"p1\"><span class=\"s1\"> While both options appear to be viable alternatives to replace the previous practice, there is still a level of uncertainty regarding the mechanism of implementation of either option. Agents and distributors who are operating several brands under one company will be faced with an overwhelming task in reconciling or restructuring their branches under either of the aforementioned options. </span></p>\r\n<p class=\"p1\"><em>Al Tamimi &amp; Company’s Corporate Structuring Team in Qatar team regularly advises on the efficient restructuring and remodelling of businesses . For further information please contact Ahmed Jaafir (a.jaafir@tamimi.com) or Tala Shomar (t.shomar@tamimi.com).</em></p>'),
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(102848, 5589, '_yoast_wpseo_metadesc', 'Kuwait’s aspirations to attract foreign investors commenced with the establishment of the Kuwait Direct Investment Promotion Authority (“KDIPA”), which allows for the issuance of an investment license permitting the establishment of a ‘wholly foreign-owned’ Kuwait entity.'),
(102849, 5590, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\"><span class=\"s1\">This emphasizes that KSA is working to diversify its income resources to promote a sustainable economy as the country transitions away from dependence on oil. It also reflects KSA’s eagerness to open its investment doors to the international market. The Saudi Vision 2030 and the National Transformation Plan (launched by the Saudi Government as part of the implementation of the Saudi Vision 2030) include a strong emphasis on increased private sector involvement and direct foreign investment in KSA.</span></p>\r\n<p class=\"p1\"><span class=\"s1\"> However, the unsettled political environment around the Middle East, especially in Yemen, has caused some interested investors to re-evaluate their potential investment plans in KSA. Despite the challenges brought by low global energy prices, we consider that the KSA market continues to offer a wide range of business opportunities. By announcing Vision 2030 as its roadmap to diversify its economy, KSA has taken bold steps to address its dependence on oil, and also begin to open the market in relation to other business fields such as trade, renewable energy, manufacturing, education and engineering activities. </span></p>\r\n<p class=\"p1\">To support the aims of Vision 2030, the Saudi Arabian General Investment Authority (“SAGIA”) has been updating its policies and regulations concerning foreign investment, relaxing a number of barriers to direct foreign investment. Recently, SAGIA removed several foreign investment restrictions, and has expedited the procedures for obtaining foreign investment licenses.</p>\r\n<p class=\"p1\">This article will be divided into four sections. The first section provides an overview about foreign investment in KSA and the most recent updates in this respect. We then set out the criteria required for qualifying to obtain a foreign investment license within 10 minutes (the “Instant License”), which SAGIA has only recently instituted (in January this year). We then comment on the practical implications of the Instant License and provide some closing comments.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Foreign Investment Overview in KSA</strong></span></p>\r\n<p class=\"p1\">On April 2000, SAGIA was established to oversee foreign investment in KSA. The primary vision of SAGIA is “<em>empowering differentiated investments for a sustainable economy</em>”. SAGIA is usually the first regulatory authority that foreign investors would encounter, as it is the primary licensing authority for those investors seeking to establish a business in KSA.</p>\r\n<p class=\"p1\">SAGIA, in its efforts to promote the Vision 2030 goals, is actively trying to create a suitable licensing environment to encourage and help foreign investors successfully meet their business goals and ultimately contribute towards the KSA economy. Therefore, it has opened investment opportunities in many business fields for foreign investments (although there continue to be certain exceptions that are restricted to Saudi investors, such as oil exploration or real estate investment in Makkah and Medinah).</p>\r\n<p class=\"p1\">It has also opened the door for foreign investors to own 100% of the share capital of their investment in KSA across most business activities, subject to meeting certain criteria. For example, it recently announced that foreign investors could now establish 100% foreign owned trading entities if they meet SAGIA criteria. Prior to this, foreign investors were required to have a Saudi shareholder owning at least 25% of the share capital, which was not acceptable within the corporate structures of many foreign investors. SAGIA also announced that it would soon allow investors seeking to establish engineering consultancy firms to own 100% of their entities in KSA – the criteria for the engineering exemption have not been released yet by SAGIA.</p>\r\n<p class=\"p1\"><span class=\"s1\"> SAGIA’s progressive development has also included improvements to investment license procedures. The requirements and procedures for obtaining a foreign investment license used to be overly complicated and, in many cases, frustratingly lengthy. It was normal for foreign investment license approval to take over 6 months with hand submission of all documents to SAGIA being required. </span></p>\r\n<p class=\"p1\"><span class=\"s3\"> First SAGIA introduced the fast-track concept. Investors could pay a fee to enjoy a faster processing time for their investment license applications. After that, the fee was abolished and some investors were given preferential treatment at SAGIA’s discretion (usually for larger foreign investors with an excellent international reputation that could contribute skills and revenue into the Saudi economy). As SAGIA’s processing times have improved (the time from application to receipt of license is now usually around two weeks), the fast-track concept fell away. </span></p>\r\n<p class=\"p1\"><span class=\"s3\"> In January 2017, SAGIA initiated the Instant License service, announcing on its website as “<em>Instant License: Get Yours [the investment license] in Less than 10 Minutes</em>”. The Instant License service is reserved for large listed entities - the criteria is listed below. We would like to note that foreign investors that do not qualify for the Instant License can still apply for the normal foreign investment license.</span></p>\r\n<p class=\"p1\">Additionally, while SAGIA has not stipulated a particular business activity that could benefit from the Instant License, officials in SAGIA have confirmed to us that this service targets trading entities.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Criteria for Obtaining an Instant License </strong></span></p>\r\n<p class=\"p1\">To qualify for the Instant License, the investor must tick the following boxes:</p>\r\n\r\n<ul>\r\n 	<li>The investor or one of its shareholders is listed on an international or local stock market.</li>\r\n 	<li>In addition to 1 above, one of the following must also be achieved:</li>\r\n</ul>\r\n<ul>\r\n 	<li>The revenues for the investor or the parent company in the last two years should exceed Saudi Riyals 70 million (USD$18,66 million). Such revenues should be reflected in audited financial statements.</li>\r\n 	<li>The assets for the investor or one of its shareholders should exceed SAR100 million (USD$26,66 million).</li>\r\n 	<li>The net profit for the investor or the parent company should exceed SAR50 million (USD 13.33 million).</li>\r\n 	<li>The investor or the parent company should own three regional branches outside of its jurisdiction.</li>\r\n 	<li>The exported products by the investor in its country should be at least 50% of the total investor’s production.</li>\r\n 	<li>The investor should have over 10,000 employees.</li>\r\n 	<li>The investor should own a patent related to the activity, which the investor wishes to carry out in KSA.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p8\">To provide evidence in respect to revenues and net profit, submitting audited financial statements is sufficient. Applicants are also required to submit a company profile setting out ownership structure, remarkable achievements, etc. Additionally, a business plan should be submitted that should include, amongst other things, short and long term plans for the business, how the business could contribute to KSA economy growth, how the business will meet its Saudisation obligations, and how the business intends to train its Saudi workforce.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Conclusion</strong></span></p>\r\n<p class=\"p1\">From a practical perspective, it is apparent that SAGIA is targeting large entities to invest in KSA. This does not in any way suggest that small to medium size entities would be rejected, as smaller entities continue to establish a presence in the Kingdom.</p>\r\n<p class=\"p1\">SAGIA does not have a clear-cut definition of what is a “large entity”, although the criteria above give an indication of the revenues, assets and business size that are required.</p>\r\n<p class=\"p1\">SAGIA has also started giving due consideration to not only the immediate shareholders of the license applicant, but also of its respective shareholders and parent companies as applicable. This means that SAGIA can take other group companies into account, rather than just the immediate parent of the KSA entity, when assessing the business plans and ability of the foreign investor to contribute to the Saudi economy. As a result, presentation of the license application documents is extremely important. Moreover, it is important that the documents emphasize the history and achievements of the applicant, its shareholders, parent companies, and subsidiaries as being suitable. The documents must clearly outline the tangible contribution that the applicant, supported by those other indirectly related entities/individuals, would add to the Saudi economy.</p>\r\n<p class=\"p1\">In addition, from our daily interactions with SAGIA, it is clear that the authority conducts online research before approving any application to gather as much information as possible about the applicant. Once again, presentation of the application documents is a key component of the licensing process, and effort should be made to make this job as easy as possible for SAGIA.</p>\r\n<p class=\"p1\">In summary, SAGIA as a licensing authority is the gateway for foreign investors to enter KSA. Recently, SAGIA has reduced the restrictions that apply to foreign investors to enhance the investment environment. SAGIA is also focusing on attracting large foreign entities, leading to the establishment of the Instant License service that allow eligible investors to obtain their investment licenses expeditiously.</p>\r\n<p class=\"p1\">The presentation of complete, accurate and well thought out documents to SAGIA will assist the authority in its decision making process. It is recommended that investors obtain professional advice before making a submission to give the applicant the best chance of SAGIA approval.</p>\r\n<p class=\"p1\"><em>Al Tamimi &amp; Company’s Corporate Structuring team regularly advises on set up of foreign entities in KSA. For further information please contact Hesham Al Homoud, Head of Corporate Structuring in Saudi Arabia (h.alhomoud@tamimi.com), Matthew Kelleher, Senior Associate (m.Kelleher@tamimi.com) ; and, Ohod Wasfi, Associate (o.wasfi@tamimi.com), or any other member of Al Tamimi’s specialist corporate structuring team in KSA.</em></p>'),
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(102830, 5589, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">Kuwait’s aspirations to attract foreign investors commenced with the establishment of the Kuwait Direct Investment Promotion Authority (“KDIPA”), which allows for the issuance of an investment license permitting the establishment of a ‘wholly foreign-owned’ Kuwait entity.</p>\r\n<p class=\"p1\"><span class=\"s2\"> This progressive trend has been sustained with the introduction of Law. No 49 of 2016 (the “New Tenders Law”) which superseded Law No. 37 of 1964. The modernization of Kuwait’s laws and regulations, together with increasing flexibility in welcoming foreign investors is facilitating the ease of doing business in Kuwait and has been a part of his Highness the Emir’s vision to develop Kuwait into a financial and commercial hub by the year 2040. </span></p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Priority of the National Industry and Local Contractors</strong></span></p>\r\n<p class=\"p1\">Increasing foreign investment is not the sole concern for Kuwait, as this objective must be achieved also in coherence with the aim to progressing Kuwait both economically and technologically. The New Tenders Law, alongside Law No. 116 of 2013 (the “Direct Investment Law”), which focused on educating the local population and advancing the local economy, was introduced with this purpose in mind.</p>\r\n<p class=\"p1\">For example; Article 87 of the New Tenders Law provides that a foreign contractor is now obliged to purchase no less than 30% of its contractual requirements from the local market or from local suppliers registered in the ‘suppliers’ classification’ lists at the Public Tenders Central Bureau (the “Bureau”), formerly known as the Central Tenders Committee (the “CTC”). Moreover, it shall also manage compliance of foreign contractors by awarding not less than 30% of the contracting works awarded to local contractors registered in the contractors’ classification lists at the Bureau. These steps enhance the general position of the local market its local contractors.</p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Bidding by a Foreign Entity</strong></span></p>\r\n<p class=\"p1\">Article 31 of the New Tenders Law states that the party submitting a bid for a public or limited tender or in the events of enquiries and direct contracting, must comply with the following requirements as set forth in Article 31 of the New Tenders Law:</p>\r\n<p class=\"p1\"><em>“First: To be a Kuwaiti, individual or company, registered in the commercial register.</em></p>\r\n<p class=\"p1\"><em> Second: to be registered in the suppliers or contractors register, or as per the nature of the tender, enquiry or direct contract.” </em></p>\r\n<p class=\"p1\">On the other hand, Article 31 of the New Tenders Law simulatenously provides for an exemption which changes the landscape of public tenders. According to Article 31 of the New Tenders Law, this article permits a foreigner to be a potential bidder. At present, Decree Law No.68 of 1980 (the “Commercial Law”) requires that a Kuwaiti partner or local agent facilitate such bids; in light of this, it remains yet to be seen, how this will fit in with the New Tenders Law which suggests the contrary. It is unclear how this new provision will be implemented and forthcoming issuance of the Executive Regulations pertaining to the New Tenders Law are awaited in anticipation of how any such conflicting provisions shall work in a practical context. It is worth noting that despite not needing an agent to bid, the foreign bidder is still in need of a local agent or partner for the execution phase of the project in order to sponsor the employees.</p>\r\n<p class=\"p1\">It should also be noted that the aforementioned Article 31 is subject to the offering being limited to Kuwaiti companies in the event of standard works or for which sufficient specializations are available in the local market. On the other hand, the offering may be confined to foreign companies if the concerned entity requests such and upon the need for executing specified works requiring technical specializations that are unavailable in sufficient numbers locally.</p>\r\n<p class=\"p1\"><span class=\"s1\"> Furthermore, under the previous Tenders Law, delays occurred due to complications arising from appointing an agent and registering such agencies in order to enable a foreign entity to tender for works. In the past, a foreign entity was required to have an agent (i) that was registered in the Commercial Register and with the Chamber of Commerce and Industry (the “MOCI”); (ii) that was registered with the CTC by an official notarized document; and (iii) that had completed the pre-qualification process for the tender in question. Pre-qualification was achieved by submitting documents to the CTC establishing the applicant company as being able to perform the contract. Whilst a prequalification procedure still takes place under the New Tenders Law, the New Tenders Law along with the Direct Investment Law seeks to increase flexibility within the tendering process.</span></p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Exemptions</strong></span></p>\r\n<p class=\"p1\">Public entities that are subject to the provisions of the New Tenders Law may contract for any of the purposes set forth under this law without permission from the Public Tenders Central Bureau (the “Bureau”), as long as the contract value does not exceed KD 75,000 (Seventy Five Thousand Kuwaiti Dinar). The contract value of this exemption dramatically increased from KD 5,000 being the cap set out in the previous tenders law.</p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Public Tenders Central Bureau Dynamics</strong></span></p>\r\n<p class=\"p1\">This Bureau is responsible for undertaking the procedures concerned with the public procurement process, starting with its planning up to the completion of the contract all in accordance with the New Tenders Law.</p>\r\n<p class=\"p1\">The Bureau will consist of seven members, from whom the chairman and his deputy will be elected. <strong> </strong></p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Bidder Grievances</strong></span></p>\r\n<p class=\"p1\">Pursuant to the New Tenders Law, any bidder who sustains loss or damage as a result of a breach by any tenderer or the entity managing the procurement process, may submit a complaint to the entity managing the procurement process at any stage, requesting that it reconsider the procedure causing the damage or that remedial action be taken.</p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Criteria for Public Tenders</strong></span></p>\r\n<p class=\"p1\"><span class=\"s1\">With the establishment of the New Tenders Law, Kuwait has established an organised criteria for potential bidders to follow. However, any company which appears to have issues with completing existing projects will not be awarded new projects until such issues are resolved and the project as a whole is completed. </span></p>\r\n<p class=\"p1\"><span class=\"s2\"> In addition, the previous tenders law did not recognize or regulate the technical evaluation of the various project tenders. Now, under the New Tenders Law, a ‘points system’ is now used by the Bureau in allocating project work of a technical nature to a selected bidder based upon successful attainment against a specified ‘points based’ criterion. </span></p>\r\n<p class=\"p3\"><span class=\"s3\"><strong>Conclusion</strong></span></p>\r\n<p class=\"p1\">The New Tenders Law illustrates Kuwait’s ambitions to expand within the international commercial market by allowing more opportunity for foreign investors while simultaneously providing a dependable market for the local population to cultivate growth potential. Kuwait eagerly awaits issuance of the Executive Regulations that shall further elucidate how these goals shall be met in a more practical context.</p>'),
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(96611, 5247, 'content', 'October 2015\r\n\r\n<hr />\r\n<p class=\"MsoNormal\">The thrust of the changes, which come into effect on 1<sup>st</sup> January 2016, is to provide for a more flexible work environment for employees. In addition greater protection is provided to new employees to ensure that what they are promised by way of a pay offer is actually delivered when they commence work.</p>\r\n<p class=\"MsoNormal\">This article examines the main aspects of the new regulations and the likely impact they will have on employers.</p>\r\n<strong>Employment contract consistent with offer letter</strong>\r\n<p class=\"MsoNoSpacing\">Ministerial Decree 764 of 2015 provides that MOL approval to admit a non-national employee (i.e. the first step in obtaining an entry permit to enter the UAE and obtain a residency visa) will not be granted until an ‘employment offer that conforms with the Standard Employment Contract’ is signed by the employee and lodged with the MOL prior to arrival/commencement.</p>\r\n<p class=\"MsoNoSpacing\">It is our understanding that the MOL will issue a template offer letter (“<strong>Offer Letter</strong>”) to be used for these purposes and that the existing MOL labour contract- the short two page contract (“<strong>MOL Contract</strong>”)- will not be modified.</p>\r\n<p class=\"MsoNoSpacing\">The decree goes on to state that the terms as per the Offer Letter may not be altered when completing the MOL Contract unless the terms are more beneficial to the employee. It also states that no additional terms can be included in the MOL Contract unless they are consistent with the MOL’s requirements and do not conflict with other clauses in the MOL Contract.</p>\r\n<p class=\"MsoNoSpacing\">The clear aim of this decree is to ensure that employees recruited abroad are not enticed to the UAE on false promises- the entry visa will not be issued until the Offer Letter is signed by the employee and submitted to the MOL and thereafter the MOL Contract will have to match the Offer Letter. Due to the operation of the Wage Protection System (which is managed by the MOL) the employer is obliged to pay the salary as per the MOL Contract (or a greater amount) to the employee’s bank account each month. So the MOL can now effectively ensure that the salary terms offered to an employee will be delivered when he gets to the UAE.</p>\r\n<p class=\"MsoNoSpacing\">It is envisaged that the Offer Letter will be quite minimalist and contain just the key terms- salary, notice, annual leave and termination provisions. Many employers will probably wish to issue their own offer letter setting out further details (e.g. references, other working conditions, Company ethos) which is acceptable save that any provision that conflicts with the Offer Letter will have no effect.</p>\r\n<p class=\"MsoNoSpacing\">An interesting question arises in relation to terms not included in the Offer Letter which place an added obligation on the employee but which are not conflicting with the key Offer Letter terms- e.g. post termination restrictions on the employee, intellectual property and confidentiality provisions.  Currently it is normal to include such terms in the employer’s own contract (“<strong>Company Contract</strong>”) and in some cases to insert a non-compete clause in the MOL Contract.</p>\r\n<p class=\"MsoNoSpacing\">On the basis that the MOL decree appears to be focused on salary and benefits and the fact that the Labour Court will consider both the MOL Contract and the Company Contract together, it is our view that an employer can continue to place these additional obligations on an employee by use of a Company Contract.</p>\r\n<p class=\"MsoNormal\"><strong>Termination</strong></p>\r\n<p class=\"MsoNoSpacing\">The second decree (765 of 2015) deals with termination of employment.</p>\r\n<p class=\"MsoNoSpacing\">The main points to note are as follows with the existing position in brackets for comparison purposes:</p>\r\n\r\n<table class=\"MsoTableGrid\" border=\"1\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td valign=\"top\" width=\"161\">\r\n<p class=\"MsoNoSpacing\"><strong>Item</strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"170\">\r\n<p class=\"MsoNoSpacing\"><strong>Fixed term contract</strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"147\">\r\n<p class=\"MsoNoSpacing\"><strong>Unlimited term contract</strong></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"161\">\r\n<p class=\"MsoNoSpacing\">Maximum duration</p>\r\n<p class=\"MsoNoSpacing\"></p>\r\n</td>\r\n<td valign=\"top\" width=\"170\">\r\n<p class=\"MsoNoSpacing\">2 years (4 years)</p>\r\n</td>\r\n<td valign=\"top\" width=\"147\">\r\n<p class=\"MsoNoSpacing\">N/A</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"161\">\r\n<p class=\"MsoNoSpacing\">Notice period</p>\r\n</td>\r\n<td valign=\"top\" width=\"170\">\r\n<p class=\"MsoNoSpacing\">1-3 months (none required)</p>\r\n</td>\r\n<td valign=\"top\" width=\"147\">\r\n<p class=\"MsoNoSpacing\">1-3 months (1 month minimum, no maximum)</p>\r\n<p class=\"MsoNoSpacing\"></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"161\">\r\n<p class=\"MsoNoSpacing\">Compensation for early termination of fixed term contract</p>\r\n</td>\r\n<td valign=\"top\" width=\"170\">\r\n<p class=\"MsoNoSpacing\">As agreed between the parties but not more than 3 months’ salary where employer terminates, 1.5 months where employee terminates*.</p>\r\n<p class=\"MsoNoSpacing\">(The employer is liable to pay compensation to the employee equal to three months salary or for the remaining period of contract whichever is shorter; the employee is liable to pay half the amount that the employer would have to pay)</p>\r\n</td>\r\n<td valign=\"top\" width=\"147\">\r\n<p class=\"MsoNoSpacing\">N/A</p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p class=\"MsoNoSpacing\"><em>*Article I.4(c) of the decree states that the parties shall agree the compensation for early termination at the outset of the employment relationship (by means of the Offer Letter and MOL Contract), up to a maximum of 3 months’ salary. Under the Labour Law (article 116) the maximum compensation that an employee would pay for early termination of a fixed term contract is 45 days salary. As there is a potential conflict between the Labour Law and the decree on this point the Labour Law will prevail.</em></p>\r\n<p class=\"MsoNoSpacing\">In all cases termination is allowed by mutual consent, where the contract period expires or where one party fundamentally breaches the contract (e.g. gross misconduct by employee or failure to pay salary by employer).</p>\r\n<p class=\"MsoNoSpacing\"><em>Long Notice</em></p>\r\n<p class=\"MsoNoSpacing\">It is interesting that the longest notice period allowed is 3 months which may cause concern for some companies in respect of their senior management who may ordinarily have 6 month notice periods. Educational institutions typically have long notice periods (in order to discourage staff turnover during the academic term) and again this will be of practical concern to them.</p>\r\n<p class=\"MsoNoSpacing\"><em>Due Process</em></p>\r\n<p class=\"MsoNoSpacing\">The decree goes on to state that a termination not in accordance with due process occurs when either the employer or employee terminates the employment relationship without complying with ‘legally mandated procedures’.</p>\r\n<p class=\"MsoNoSpacing\">Currently the due process requirements under the Labour Law (articles 110 and 111) are as follows:</p>\r\n\r\n<ul>\r\n 	<li class=\"MsoNormal\">the employee must be notified of the charge against him, within 30 days of the disclosure of the alleged offence</li>\r\n 	<li class=\"MsoNormal\">he must be provided with an opportunity to state his defence</li>\r\n 	<li class=\"MsoNormal\">his defence must be investigated</li>\r\n 	<li class=\"MsoNormal\">all the above should be recorded in his personal file</li>\r\n 	<li class=\"MsoNormal\">the employee should be notified in writing of the penalty, the reason for same and the action taken against him in case of repetition of the offence. The penalty may not be imposed after the lapse of sixty days from the date of the disciplinary finding.</li>\r\n</ul>\r\n<p class=\"MsoNoSpacing\">It is our understanding that the MOL will issue guidance on the ‘legally mandated procedures’ but given the primacy of the Labour Law it is unlikely in our view that they will differ in any material way.</p>\r\n<p class=\"MsoNormal\"><strong>Work Permits/Labour bans</strong></p>\r\n<p class=\"MsoNoSpacing\">Ministerial Decree 766 of 2015 sets out new rules on work permits with resultant easing of labour bans.</p>\r\n<p class=\"MsoNoSpacing\">A new work permit will be issued (and hence no labour ban arises) in the following circumstances (applicability to each type of contract illustrated in the relevant columns):</p>\r\n\r\n<table class=\"MsoTableGrid\" border=\"1\" width=\"487\" cellspacing=\"0\" cellpadding=\"0\">\r\n<thead>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\"><strong>No.</strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">\r\n<p class=\"MsoNoSpacing\"><strong>Circumstance </strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\"><strong>Fixed term contract</strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\"><strong>Unlimited term contract</strong></p>\r\n</td>\r\n</tr>\r\n</thead>\r\n<tbody>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">1</td>\r\n<td valign=\"top\" width=\"336\">The term of the contract has expired and not renewed.\r\n\r\n&nbsp;</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\"></td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">2</td>\r\n<td valign=\"top\" width=\"336\">Either party unilaterally terminates the employment relationship after the expiry of the first fixed term contractprovided that:\r\n\r\na)     The terminating party gives notice to the other party as per the MOL Contract;\r\n\r\nb)     The terminating party continues to honour the contractual obligations for the duration of the notice period; and\r\n\r\nc)     The terminating party indemnifies the other party in the amount that was agreed to in the MOL Contract.\r\n\r\n<em>This provision  appears to have been written purely with intention of addressing where an employee resigns during the term of the contract (as otherwise an employee would not be entitled to a new work permit if the employer was in breach of (b) which does not appear to be the intention of the legislation).</em>\r\n\r\n<em> </em></td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\"></td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">3</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">Either party unilaterally terminates the employment relationship provided that:\r\n\r\na)     The terminating party gives notice to the other party as per the MOL Contract;\r\n\r\nb)     The terminating party continues to honour the contractual obligations for the duration of the notice period; and\r\n\r\nc)     The employee has completed a period of no less than six months (if the employee has a high school diploma or higher the 6 month period is waived).</td>\r\n<td valign=\"top\" width=\"61\"></td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">4</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">The parties mutually agree to terminate the contract during the course of its term, provided the employee has completed a period of no less than six months (if the employee has a high school diploma or higher the 6 month period is waived).\r\n\r\n&nbsp;</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">5</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">Where the employment is terminated by the employer through no fault of the employee; provided the employee has completed a period of no less than six months (again if the employee has a high school diploma or higher the 6 month period is waived).\r\n\r\n&nbsp;</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">6</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">Where the employer has failed to meet his legal or contractual obligations, including but not limited to when the employer fails to pay the employee’s wages for more than 60 days.</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">7</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">Where the employer is shutting down\r\n\r\n&nbsp;</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"27\">\r\n<p class=\"MsoNoSpacing\">8</p>\r\n</td>\r\n<td valign=\"top\" width=\"336\">Where the labour court provides a final ruling in favour of the employee that attests that is entitled to:\r\n<ul>\r\n 	<li>accrued wages for no less than two months of work</li>\r\n 	<li>arbitrary or early termination compensation, or</li>\r\n 	<li>any other entitlements that the employer has abstained from granting including end-of-service gratuity.</li>\r\n</ul>\r\n&nbsp;</td>\r\n<td valign=\"top\" width=\"61\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n<td valign=\"top\" width=\"64\">\r\n<p class=\"MsoNoSpacing\">x</p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p class=\"MsoNoSpacing\">Clearly the changes provide for a more fluid labour market and greater employee mobility. The circumstances in which labour bans can be issued are so radically.</p>\r\n<p class=\"MsoNoSpacing\">The Minister has publically stated that healthy employment relations are predicated on voluntary engagement, trust and the right of either party to opt out of the relationship.</p>\r\n<p class=\"MsoNoSpacing\"><strong>Conclusion</strong></p>\r\n<p class=\"MsoNoSpacing\">The new changes certainly add transparency and clarity on issues such as offer letters and termination provisions. The greater workplace mobility provisions are likely to have an immediate impact on the labour market.</p>\r\n<p class=\"MsoNoSpacing\">The main beneficiaries of the changes will be blue collar workers and those recruited from aboard by unscrupulous companies offering terms and conditions that are not then honoured in the UAE.</p>\r\n<p class=\"MsoNoSpacing\">Al Tamimi will monitor the implementation of the new regulations and provide further updates on the Offer Letter and the MOL ‘legally mandated procedures’ as soon as they are published.</p>'),
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(102792, 5587, 'content_description', 'The Jordanian Companies Law (Law No. 22 of 1997) (the ‘Companies Law’) provides for several types of entities, which can mainly be categorised into (i) Jordanian entities holding a Jordanian nationality, where the entity has a separate legal liability from its shareholders (the ‘Jordanian Entity’) and (ii) foreign entities (whether operating or non-operating) holding the nationality of the parent company, where the concerned entity will be deemed as an extension of the parent company and where both entities will not have separate legal liability (the ‘Foreign Entity’). '),
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(102794, 5587, 'pageSummary', 'The Jordanian Companies Law (Law No. 22 of 1997) (the ‘Companies Law’) provides for several types of entities, which can mainly be categorised into (i) Jordanian entities holding a Jordanian nationality, where the entity has a separate legal liability from its shareholders (the ‘Jordanian Entity’) and (ii) foreign entities (whether operating or non-operating) holding the nationality of the parent company, where the concerned entity will be deemed as an extension of the parent company and where both entities will not have separate legal liability (the ‘Foreign Entity’).'),
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(102806, 5587, '_yoast_wpseo_metadesc', 'The Companies Law provides for a number of different types of Jordanian companies that can be established in Jordan. The most common types of Jordanian companies established are Private Shareholding Companies (‘PSC’) and Limited Liability Companies (‘LLC’).'),
(218942, 7662, 'languages', '<ul>\r\n 	<li>Arabic</li>\r\n 	<li>English</li>\r\n</ul>'),
(102807, 5588, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">This paved the way for the lifting of a number of international sanctions that had for a number years crippled the Iranian economy and had imposed a tremendous hardship on the Iranian economy and the country’s population. Perhaps it is now an opportune time to look back with hindsight and consider the actual efficacy of the agreement and the measurable results including the trickle-down effects of the agreement on the Iranian economy.</p>\r\n<p class=\"p1\">Has Iran actually opened for sustainable business and has the international and regional business community taken sufficient comfort in that frontier market to engage? While the UN report indicated a slide of foreign direct investment in Iran until 2015, a more recent report by the Financial Times reveals that the removal of nuclear-related sanctions in fact made Iran a top destination for foreign investment in the Middle East in the first quarter of 2016. That trend continues in a cross section of industries with regional and international companies seeking to either re-establish their business in Iran or enter and engage with the region’s second largest economy for the first time.</p>\r\n<p class=\"p1\">There are still key obstacles that must be addressed if the objective of President Rouhani and his current administration can be fully realised. Namely, the curbing of the role of the armed forces in the country’s economy and an effective decentralisation of economic power, as well as encouraging an increased transparency in both the regulatory and judicial sectors of the country. Furthermore, notwithstanding the easing of the sanctions regime on Iran, the international financial community, including most financial institutions and banks, are still reluctant to fully engage with Iran. Meaningful cross border business with Iran, without the support of the financial services sector, has therefore been made almost impossible, despite ’creativity’ in transacting. Despite all the criticism of President Rouhani, his government has been able to attract a significant amount of foreign investment compared with previous years and is taking new measures to encourage further investment of $250 billion in a number of key sectors. The recent delivery of the first Airbus passenger aircraft, after almost 4 decades, to Iran’s national carrier, Iran Air, is a testament to that success, albeit incremental.</p>\r\n<p class=\"p1\">While it will certainly take some time for the trickle-down effects of the changes and for the ordinary Iranians to actually be able to see the impact of these new projects on their daily lives, Iran will likely continue to be the most attractive investment destination in the region, and perhaps one of the few remaining untapped markets that offers a great potential to foreign investment, albeit with certain inherent risks that can only be mitigated. With tens of billions of dollars worth of Iranian assets now unfrozen and many international companies that have been barred from doing business there now able to tap into a market with a young, well-educated population of just under 80 million and some of the world’s largest energy reserves, Iran is set to be the biggest economy to rejoin the global trading and financial system since the break-up of the Soviet Union more than two decades ago.The latter will stand true despite the recent ’upset’ in the US presidential election and the rhetoric that is heard from certain corners of Washington and Tehran. With the latter in mind, the objective of this article is to provide an overview of the Iranian legal regime and the ways that regional and international entities may enter and establish a presence in Iran. While this note is not intended to be treated as definitive legal advice that may be specific to any particular sector, it should provide certain key guidelines for an optimal market entry.</p>\r\n<p class=\"p2\"><strong>Setting-up in Iran</strong></p>\r\n<p class=\"p1\"><span class=\"s2\">In accordance with the Iranian Act on Registration of Companies (ratified in 1932) and the Provision of the Foreign Investment Promotion of Protection Act (‘FIPPA’) of 2002, foreign corporations are now authorised to set up a business and have economic activities in Iran. It should be noted that, with an exception of certain sectors within the economy, there are largely no restrictions on direct foreign ownership in Iran, whether via the establishment of a limited liability company or a branch on shore. We note here the marked difference between the latter and the prevailing on shore corporate structures in the UAE, where foreign ownership of on shore business is in almost all instances is limited to 49 per cent with the balance held by a UAE national entity in an actual or nominee capacity. </span></p>\r\n<p class=\"p1\">The following are the principle means of market entry:</p>\r\n\r\n<ul>\r\n 	<li>Directly (Setting up a new company in the form of fully-owned or partnership);</li>\r\n 	<li>Buying existing Iranian companies;</li>\r\n 	<li>Having a branch or a representative office;</li>\r\n 	<li>Acquiring partnership and have a contractual joint venture;</li>\r\n 	<li>Merging or amalgamating companies.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\">The Commercial Code of Iran enacted on 03 March 1933, provides a number of ways to establish a legal presence in Iran (seven in particular), but most foreign investment in the country adopts the following two corporate structures:</p>\r\n\r\n<ul>\r\n 	<li>Private Joint Stock Company (Sherkat-e-Sahami);</li>\r\n 	<li>Limited Liability Company (Sherkat ba masouliate mahdoud);</li>\r\n</ul>\r\n<p class=\"p6\">The above-mentioned commercial companies have legal personality and should be represented by a natural person while doing business in Iran. The foreign investor can, of course, appoint a manager for the entity based locally in Iran. As there are no foreign ownership restrictions, with the exception of certain sectors and activities, and most foreign investors likely fall within the exemption, the actual ownership structure of either one of the two above forms can be non-Iranian. The investor can choose to have the shareholders of the Iranian entity as either its current parent entity in the home jurisdiction or to establish a ‘de novo’ entity solely for the purpose of holding the shares of the Iranian entity and to, in effect, ‘ring fence’ the new Iranian operation. Alternatively, depending on the structure and certain tax considerations, the investor may consider establishing an offshore shell entity, in jurisdictions such as the BVI, and have that entity act as the shareholder for the Iranian company. However, once formed, either of the two structures will be considered an Iranian entity subject to the Commercial Code of Iran, irrespective of ownership.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Private Joint Stock Company and Limited Liability Company </strong></span></p>\r\n<p class=\"p1\"><span class=\"s2\">Under Iranian law, a Private Joint Stock Company is considered a corporate vehicle whose capital is divided into shares, and the liability of shareholders is limited to the par value of their shares. Joint stock companies are divided into two categories: public joint stock companies and private joint stock companies. Between these two types of joint stock companies, the private joint stock company is, in our opinion, the preferred vehicle for most foreign investors, subject to their proposed business model for Iran. In accordance with the Commercial Code of Iran, the minimum capital for establishment of a private joint stock company is IRR 1,000,000 (which at today’s current exchange rate, is rather minimal) and the minimum number of shareholders for forming this company is three. There is no maximum share capital. Capital must be fully subscribed to and at least 35 per cent should be paid up at the time of incorporation. Non-monetary assets must be fully contributed prior to formation. If capital contribution is in the form of non-monetary assets, the value of such assets must be assessed by an official appraiser of the Ministry of Justice, or the Organization for Investment and Economic and Technical Assistance of Iran. Shareholders must pay the balance of their subscribed share capital, within five years. </span></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Limited Liability Company </strong></span></p>\r\n<p class=\"p1\">In general, under Iranian Commercial Code, a ‘limited liability company’ (‘LLC’) is defined as the company formed for the purpose of trading by a minimum of two persons, and there is no specified maximum limit. In a limited liability company, partners’ liabilities are limited. The liability is based on the contribution of shareholders to the company capital. Again, we note that the proposed shareholder of the LLC in Iran can be non-Iranian and the foreign investor should consider the corporate vehicle to use as the shareholder for this onshore entity.</p>\r\n<p class=\"p1\"><span class=\"s2\"> With respect to the initial capital, the Commercial Code of Iran does not require a minimum amount of contribution. The contribution of the shareholders to the limited liability company’s capital should be either in cash or in kind. In case of a contribution in kind, the value of such contributions should be specified in the company’s articles of association and assessed by one or several experts. Shareholders may choose non-official experts for assessment of contributions. Shareholders in a limited liability company will be jointly and severally responsible for assessment of contributions in kind. A limited liability company is not duly incorporated under Iranian law until all capital in cash has been fully contributed and non-cash contributions have been assessed and delivered by partners. </span></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Comparative assessment of a Joint Stock Company and Limited Liability Company</strong></span></p>\r\n\r\n<ul>\r\n 	<li>One or more managers of the Joint Stock Company (‘JSC’) are typically appointed from the shareholders. In addition, two directors have to be chosen for this type of company. But, the LLC is managed by one or two directors and they might be appointed either from the shareholders or outside.</li>\r\n 	<li>The minimum number of shareholders for forming JSC is three, and for LLC is two.</li>\r\n 	<li>In JSC, the general manager is typically appointed for a two year period while, in the case of an LLC, it can be for a limited or unlimited period of time.</li>\r\n 	<li>JSC are required to publish their corporate announcements in an official newspaper (Gazette) but no such explicit requirement exists for an LLC.</li>\r\n 	<li>Participation in capital increase is optional for shareholders in both companies.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\"><span class=\"s2\">In practical terms, there are no material differences between the two corporate vehicles and the differences are structural in nature and are related to the legal framework and not the efficiency of the business activities they may undertake. The regulatory framework and required corporate filing requirements for a private joint stock company may also be unduly onerous, particularly given the limited nature and scope of the foreign investors’ initial activity in Iran. We should note, however, that, historically with respect to public sector tenders, the government has tended to favor JSCs, over LLCs. </span></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Foreign Investment in FZs </strong></span></p>\r\n<p class=\"p1\"><span class=\"s3\">Iran does have a number of Free Zones (‘FZ’) and Special Economic Zones where a foreign investment vehicle can be established. However, given that Iran in most sectors does not have foreign ownership restrictions of the sort that we are familiar with in the rest of the region, the logic, at least for that reason alone, in establishing in a FZ quickly dissipates. Nevertheless, we will briefly outline the differences and likely advantages. With respect to the establishment of a FZ entity in the Kish Free Zone (‘KFZ’) of Iran the following should be noted. These features of KFZ would be also in common with other seven FZ’s in Iran.</span></p>\r\n\r\n<ul>\r\n 	<li>Twenty-year tax exemptions for economic activities from the date of the commencement of the operation;</li>\r\n 	<li>Upon approval by the Board of Ministers, importation of goods produced in a FZ to other parts of the country are exempt from payment of all, or a part of, customs duties and commercial benefits tax up to the added value thereof in the FZ;</li>\r\n 	<li>Importation of goods produced in a FZ into the other parts of the country, whose raw materials are wholly or partly supplied domestically, are exempt (proportionally) from all or a part of the customs duties and commercial benefit tax;</li>\r\n 	<li>Goods transported from the rest of the country for use and consumption in a FZ will be constituted as the domestic movement of goods, but their exportation from a FZ abroad will be subject to the general Export–Import Regulations;</li>\r\n 	<li>Inflow and outflow of capital and expatriation of profits generated by economic activities in each FZ are permitted;</li>\r\n 	<li>Legal guarantee and protection extended to foreign investment: The legal rights of investors, the acceptance of whose capital investment has been decreed by the Board of Ministers, are guaranteed and protected. Should the capital of such investors be nationalised to the favor of the public, or their properties being dispossessed of, a fair compensation is to be paid by the government;</li>\r\n 	<li>Renting of land to foreign nationals is permitted, but its sale thereto is strictly forbidden;</li>\r\n 	<li>There are no visa requirements for foreign nationals seeking to enter the FZ. Non-Iranian nationals entering the KFZ do not require a pre-arranged entry visa and the entry permit is issued on arrival. Entering the mainland from the KFZ, however, does require an entry visa, unless the individual is a national of the countries exempt from obtaining a pre-arranged visa and can obtain visa on arrival at approved ports of entry (such as Tehran International Airport, IKA). Nationals of 11 countries, including the UK, Canada, and USA, among others, are not exempt from the visa regulations to the main land and must obtain a pre-arranged visa; and</li>\r\n 	<li>No limitation on transfer of foreign currency to other Iranian FZ or to other countries and efficient, fast, and a board range of services provided by state/private banks and insurance companies.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p1\">Given that KFZ is close to the GCC and a short distance north of Dubai with a well established infrastructure and historical trade relations with Iran and other major commercial hubs of the region, it can be a viable gateway compared to other FZ jurisdictions within Iran. In relative terms, KFZ offers better facilities and more developed infrastructures, such as hotels, flights, and commercial facilities (buildings for offices). The largest Iranian Island in the Gulf, which also operates a FZ, is Qeshm Island and that too is suitable for industrial activities due to the existence of large infrastructures such as pier, tanks, and warehouses.</p>\r\n<p class=\"p1\">Alternatively, the foreign investor can also establish a branch of its parent entity in Iran. As in other jurisdictions, the liability of the branch will rest with the parent company. There is a requirement to appoint a general manager for the branch and the general manager can be a non-Iranian national provided he / she is properly employed and has a residency visa.</p>\r\n<p class=\"p1\">The regulatory requirements for establishing a branch in Iran are not particularly difficult and the documentation is seamless. The branch can, in some instances, act as an initial incubator type entity with a limited activity scope in Iran.</p>\r\n<p class=\"p1\">Regardless of which corporate vehicle is considered to be the optimal one for market entry into Iran, the peculiar nature of that market and the very fact that to most uninitiated foreign investors the seemingly opaque nature of the Iranian business landscape and the existence of inherent risks would mandate that sophisticated local knowledge and expertise is paramount. Our Iran Practice Group, acting as part of a regional integrated practice, is well positioned to provide the local expertise and support for a successful and sustainable market entry into Iran.</p>'),
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(100318, 5455, 'content', '<p class=\"p1\"><strong>Title Search</strong></p>\r\n<p class=\"p4\">The first and most obvious is that a title search should be undertaken. The potential buyer must request a copy of the property title deed and site plan from the seller. A title search at Dubai Land Department will confirm the seller’s ownership of the property and any existing mortgage over it which could prevent sale. It will also help identify whether the property is attached to a court order, if there is any freezing order on the property, for example if there is a real estate project registered over the land at Dubai Land Department, and provide confirmation on the property’s specifications such as the unit’s area, common area entitlement, unit restrictions which could result from a master community declaration and jointly owned property declaration. However, it is important to remember that the buyer will not be able to conduct such title search without presenting a valid power of attorney from the seller authorising the buyer to carry out the investigation on the property or in the presence of the seller in Dubai.</p>\r\n<p class=\"p3\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Investigation with the Developer</strong></span></p>\r\n<p class=\"p4\">Potential buyers may investigate with the master developer (applicable for properties which are located within a master community) about the property that they wish to purchase and attend at their offices to ensure that all service charges or community fees have been paid to date. This will also include checking if any penalties have been levied by the developer and successful clearance by the seller. Once again, the buyer will not be able to conduct such investigation without presenting a valid power of attorney from the seller authorizing the buyer to carry out the investigation on the property or in the presence of the seller in Dubai. Without clearance on the master developer charges, a no objection certificate approving the resale by the master developer cannot be obtained.</p>\r\n<p class=\"p2\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Investigation with Dubai Municipality</strong></span></p>\r\n<p class=\"p4\">It is also advisable to undertake an investigation at the Dubai Municipality to ensure there are no pending violations or penalties relating to property’s construction and zoning and to confirm the permitted use of the property. Again, a power of attorney is needed from the seller authorising the buyer or the seller needs to be present in order to carry out these investigations.</p>\r\n<p class=\"p2\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Special Authorities</strong></span></p>\r\n<p class=\"p4\">In certain cases, a special Government authority may be involved in relation to the property and investigations with this authority is also recommended. For example, in the case of the purchase of school premises in Dubai, investigations need to be carried out with the Knowledge and Human Development Authority to ensure the requisite permissions were obtained for construction of the school over the plot and Road and Transport Authority to enquire about the traffic impact study affecting the property.</p>\r\n<p class=\"p2\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Financial Due Diligence</strong></span></p>\r\n<p class=\"p4\">As well as carrying out legal due diligence with the relevant authorities, a potential buyer may also want to obtain an independent valuation of the property from a valuer to ensure the correctness of the asking purchase price. Such valuations can be done by the Dubai Land Department for a specified fee or through third party licensed companies.</p>\r\n<p class=\"p2\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Technical Inspection</strong></span></p>\r\n<p class=\"p4\">Buyers can also use a licensed technical inspection company who can verify the area measurement and dimensions of the property and check for presence of any defect in the property.</p>\r\n<p class=\"p4\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Sale and Purchase Contract</strong></span></p>\r\n<p class=\"p4\">Once a buyer has completed these checks, they can proceed to execute a sale and purchase agreement which is commonly known as the memorandum of understanding to record the key terms of the property sale and purchase. In Dubai, the parties are required to sign a mandatory Dubai Land Department ‘Form F’ and any additional terms are attached as an addendum to the Form F. In the case of resale of off-plan property purchases, having an additional tri-partite assignment agreement between the original purchaser, new buyer and developer is a common market practice as the original purchaser is released from its obligations and the new buyer assumes the original purchaser’s obligations and agrees to comply with the developer’s terms and conditions including completion of payment of the purchase price.</p>\r\n<p class=\"p4\"></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Completion</strong></span></p>\r\n<p class=\"p4\">The parties would need to attend before the Dubai Land Department or at the Registration Trustee offices with the requisite documents recommended by the Dubai Land Department to carry out the actual transfer. In the case of corporate purchasers, all the key corporate documents (i.e. trade license, certificate of incorporation, memorandum and articles of association, certificate of incumbency, good standing certificate, power of attorney of the authorised signatory etc) would need to be duly notarised and attested and translated into Arabic and must reveal the ultimate beneficiary of the buyer entity. In case that the purchaser entity has corporate shareholder (s), all the corporate documents of each shareholder would need to be attested, translated and presented to Dubai Land Department for assessment of the ultimate beneficiary. The seller would surrender its original title deed and the buyer would receive a new title deed in its name upon completion. This process usually takes no more than one to two hours provided all the requisite documents are ready and available.</p>\r\n<p class=\"p1\">Although prior due diligence by the buyer gives some assurance that the property has a good and clear title, it is possible for the seller to cause any changes to the property after the completion of the due diligence exercise and the buyer could choose to confirm the findings of the investigation closer to the transfer date, to the extent possible, to ensure that the property status remains unchanged.</p>\r\n<p class=\"p1\"></p>\r\n<p class=\"p5\"><em>This article has been prepared for Lexis Middle East Law Alert magazine and will also appear in their October 2016 Edition</em></p>'),
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(102788, 5587, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\"><strong>The Jordanian Entity</strong></p>\r\n<p class=\"p2\">The Companies Law provides for a number of different types of Jordanian companies that can be established in Jordan. The most common types of Jordanian companies established are Private Shareholding Companies (‘PSC’) and Limited Liability Companies (‘LLC’).</p>\r\n<p class=\"p1\">PSCs and LLCs may operate on a permanent basis and perform any of the activities that are provided for under their incorporation documents. The difference between PSCs and LLCs, however, is mainly in the minimum share capital requirements. Whereas the minimum share capital requirement of PSCs is 50,000 Jordanian Dinars, LLCs are permitted low share capital requirement of not less than One Jordanian Dinar. This LLC feature, however, comes with a barrier of required standard-form, and fairly strict, articles and memorandum of association, as provided for under the Companies Law, the shareholders of which are obliged to adhere. PSCs, on the other hand, are recognised for the flexibility their shareholders enjoy by being able, to the extent permitted by the Companies Law, to tailor the articles and memorandum of association of the same to suit their needs, as the shareholders deem fitting. This feature is mainly utilised by foreign shareholders wishing to invest in Jordan and who are required, by virtue of foreign ownership restrictions, to engage with a Jordanian partner.</p>\r\n<p class=\"p1\">To clarify further, the Regulation Regulating Non-Jordanian Investments (Regulation No. 77 of 2016) (the ‘FI Regulation’) provides for ownership barriers depending on the economic sectors in which LLCs or PSCs operate. These ownership restrictions are divided into the following categories:</p>\r\n\r\n<ul>\r\n 	<li>Companies in which foreign ownership is completely prohibited;</li>\r\n 	<li>Companies in which foreign ownership is limited to a maximum of 50%; and</li>\r\n 	<li>Companies in which foreign ownership is limited to a maximum of 49%.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\"><span class=\"s2\">Previously, non-Jordanian investors were required to have a minimum share capital of 50,000 Jordanian Dinars whether investing in a PSC or an LLC. Nonetheless, the amended FI Regulation discarded such requirement and non-Jordanian investors are now entitled to invest in any Jordanian Entity (whether LLCs or PSCs) without a specific minimum share capital required to be paid by the non-Jordanian investor (except if legally required by virtue of other applicable laws), depending on the activity of the Jordanian Entity. For instance, a company intending to carry out export and import activities is required by virtue of the respective laws and regulations to have a minimum share capital of 5,000 Jordanian Dinars.</span></p>\r\n<p class=\"p2\"><strong>Now, Do I Have to Establish My Company in a Normal Customs Area? Or Does Jordan Afford a Special Zone?</strong></p>\r\n<p class=\"p1\">The Jordanian Investment Law (Law No. 30 of 2014) (the ‘Investment Law’) aims to encourage and bolster investments in Jordan as it recognises the benefits derived therefrom. By doing so, the Investment Law provides for provisions that encourage foreign, as well as domestic, entrepreneurs to invest in Jordan by designating certain zones throughout Jordan where an investor may carry out its business and enjoy various privileges.</p>\r\n<p class=\"p1\"><span class=\"s3\"> There are different zones that serve as enabling platforms by offering differentiated advantages to investors in Jordan, including, but not limited to, the Development Zones (‘DZ;) and the Free Zones (the ‘FZ’). Upon registration with the regulatory authorities at the said zones (depending on the activities that the investor will carry out in Jordan), the investor can benefit from an array of advantages and benefits that are provided by virtue of the applicable laws, such as the removal of the requirement to engage a local partner, along with reduced tax rates. </span></p>\r\n<p class=\"p1\">Companies (whether a Jordanian Entity or Foreign Entity) may only be able to register in the specific economic zones and, consequently, benefit from the specified exemptions in the event their objectives/activities permit such registration. Any company wishing to register with a DZ or a FZ can only carry out the activities within the perimeters of the DZ and/or the FZ in order to take advantage of the specific privileges. In other words, should any company registered with a DZ or FZ carry out the activities outside the DZ or the FZ (even if the activities carried out by the concerned company are permitted), then the concerned company will be subject to the normal applicable laws.</p>\r\n<p class=\"p1\">Other than the ultimate release from the application of foreign ownership restrictions onto investors wishing to invest within the DZ and/or the FZ, the Investment Law affords an array of exemptions and benefits to those investors. The same make the DZ and the FZ one of the top desired zones in which to invest within Jordan. Such exemptions and benefits differ as to whether the Jordanian Entity or the Foreign Entity is registered within the DZ or within the FZ. Such exemptions and benefits include, among other things, the following:</p>\r\n\r\n<table class=\"t1\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p7\"><span class=\"s1\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s1\"><strong>DA</strong></span></p>\r\n<p class=\"p9\"><span class=\"s4\"> </span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p7\"><span class=\"s1\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s1\"><strong>FZ</strong></span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p11\">Preferential income tax rate of five per cent applicable to all entities, except banks, financial companies, insurance and reinsurance companies, and land transport companies;</p>\r\n<p class=\"p5\">Zero per cent sales tax on goods and services purchased or imported by the entity registered in the DZ;</p>\r\n<p class=\"p5\">Tax exemptions on the export of goods and services from Jordan, in accordance with the exemptions on exports that are in effect at the time;</p>\r\n<p class=\"p5\">Exemption from dividends tax on shares and equity;</p>\r\n<p class=\"p5\">Inapplicability of the restrictions relating to the ratio of foreign ownership; and</p>\r\n<p class=\"p5\">Exempting all materials, instruments, machines and appliances relating to the construction, establishment, equipment and furnishing of all projects initiated by entities registered in the DZ from all customs, duties and other fees, and taxes.</p>\r\n<p class=\"p12\"></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p11\">Income tax exemptions on profits generated from (i) exporting goods outside Jordan; (ii) transit trade profits; and (iii) selling or transferring goods within the FZ;</p>\r\n<p class=\"p5\">Income tax exemptions on the salaries and allowances of non-Jordanian employees working within the FZ;</p>\r\n<p class=\"p5\">Exemptions from import fees and custom duties, including all taxes and duties applicable on goods imported to or exported from the FZ; and</p>\r\n<p class=\"p5\">Exemptions from licensing fees, building taxes, and land taxes apply to building and real estate constructions completed within the FZ.</p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p class=\"p2\">In addition to the above, the non-Jordanian investor is entitled, by virtue of the Investment Law, to the following:</p>\r\n\r\n<ul>\r\n 	<li>Remittance abroad of all or part of the invested foreign capital, in a convertible currency, that was brought into Jordan for the purposes of investment, in accordance with the relevant laws and regulations;</li>\r\n 	<li>Repatriation of revenues and profits, in a convertible currency, earned by virtue of the investment; and</li>\r\n 	<li>Liquidation of its investment, selling its economic activity or shares or stocks, or otherwise disposing thereof, on the condition that the non-Jordanian investor has settled all outstanding debts to third parties.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\"><span class=\"s3\">In order to enjoy the privileges mentioned under the Investment Law, registering with the relevant authorities, however, is contingent upon the satisfaction of certain requirements. As clarified above, the investor should be carrying out specific activities within a specific ‘permitted sector’ to be able to be licensed by the Jordanian Investment Commission<sup>1</sup> to enjoy the privileges bestowed by virtue of the Investment Law. Therefore, in other words, entities that perform work outside the permitted sectors are not permitted the tax exemptions and privileges and may require the engagement of a local partner </span></p>\r\n<p class=\"p2\"><strong>Are These the Only Choices I have?</strong></p>\r\n<p class=\"p2\">The investor will not run out of options if registration within the DZ or the FZ was not possible. Other than the DZ and the FZ, the investor is provided with other options, depending on the activities such investor is intending to carry out in Jordan. One of the most desired options for the investor is establishing an entity in the Aqaba Special Economic Zone and registering same with the Aqaba Special Economic Zone Authority (‘ASEZA’). The location of the ASEZA makes it a regional hub for a number of transportation facilities, as it encompasses a full-serviced port and an international airport where the investors can export and import products to and from Jordan, hassle free.</p>\r\n<p class=\"p1\"><span class=\"s3\"> The Aqaba Special Economic Zone Law (Law No. 32 of 2000) has been enacted with the intention of enhancing the economic capabilities of Jordan within the ASEZA. Similar to the entities to be registered within the DZ and the FZ, investments within the ASEZA are not subject to any foreign ownership restrictions. All entities registered within the ASEZA enjoy the following incentives and benefits:</span></p>\r\n\r\n<ul>\r\n 	<li>A reduced income tax rate of five per cent on the net income generated from any project, except for projects in the insurance, banking, and land transport sectors;</li>\r\n 	<li>All imports into the ASEZA region are exempt from customs duties;</li>\r\n 	<li>Exemption from building and land taxes applicable onto real estate owned by such entities within the ASEZA region;</li>\r\n 	<li>Simplified employment and immigration procedures; and</li>\r\n 	<li>Exemption from sales tax, with the exception of a seven per cent sales tax applicable to the hospitality sectors, car-rental services, and tobacco and alcoholic products.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p1\">In light of the above, making the decision with regards to the best choice of entity or with regards to the best zone of establishment would depend on several factors. Looking ahead, the Jordanian laws relating to best corporate structure will continue to mold Jordan’s future, making it easier and a more friendly environment for the investor to invest therein, without any hurdles.</p>\r\n<p class=\"p1\">Notes:</p>\r\n<p class=\"p14\"><span class=\"s2\"><sup>1</sup> By virtue of the Investment Law, the Jordanian Investment Commission is supposed to be the regulatory body responsible for the registration and licensing of entities wishing to carry out activities within the DA and the FZ as it has been declared that legal successor to each of the Jordan Investment Board, the Development and Free Zones Commission and the Export Promotion Directorate of the Jordan Enterprise Development Corporation. In practice, nonetheless, the Jordanian Investment Commission is only responsible for registration of entities wishing to carry out activities within the DA, as the Free Zone Corporation remains the entity responsible for registration of entities wishing to carry out activities within the FZ.</span></p>'),
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(102748, 5585, 'pageSummary', 'Corporate formations in Bahrain: A brief round-up some of last year’s key changes and developments'),
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(102756, 5585, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Dana Al Ghareeb'),
(102757, 5585, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'field_59e59ad5d15dd'),
(102758, 5585, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'd.alghareeb@tamimi.com'),
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(102765, 5585, '_lawUpdateArticlePractices_0_lawUpdateArticlePractice', 'field_59dc79c8e10ce'),
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(102768, 5585, '_yoast_wpseo_metadesc', 'The past twelve months have proved to be a busy time in the arena of corporate formations in Bahrain with the implementation of a raft of procedural and legal changes, as well as the introduction of various exciting new initiatives. We have set out a summary of some of these key developments.'),
(102769, 5586, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">In 2015, a presidential decree (Law No. 17 of 2015) (the ‘Presidential Decree’), amending provisions of existing laws including the Law of Investment Guarantees and Incentives (Law No. 8 for 1997) (the ‘Investment Law’), was enacted, unfortunately, without much impact on the economy or investment</p>\r\n<p class=\"p1\">Further, by the end of 2016, a new Egyptian investment law draft (the ‘Draft Law’) was being drafted. It plans to introduce new incentives for investors and is intended to replace the Investment Law.</p>\r\n<p class=\"p1\">The Draft Law aims to provide a clearer view and a better understanding, free from established misconceptions. It proposes to provide investment guarantees and incentives to investors, including foreigners. It aims to provide the investor with opportunities to advance their business by minimising the obstacles that currently exist. The Draft Law is being drafted mainly to foster a setting that would encourage foreign investment and remove difficulties that foreigners currently face when investing in Egypt.</p>\r\n<p class=\"p1\">Some of the additions currently included in the Draft Law are as follows. In cases where the disposition of the real estate properties is pursuant to usufruct authorisation against consideration, the authorisation is proposed to be for a period not exceeding 50 years, renewable according to the terms agreed upon so long as the project continues to operate. Such duration is proposed to be increased from 30 years under the current Investment Law.</p>\r\n<p class=\"p1\"><span class=\"s1\"> Further, The Draft Law provides that the General Authority for Investment and Free Zones (‘GAFI’) controls the allocation of lands and follows up on the implementation of projects. Moreover, it prohibits the importation of hazardous substances and wastes into the free zones, whether the aim is to transfer them or dispose thereof in accordance with the Egyptian environmental law.</span></p>\r\n<p class=\"p1\">The Draft Law also proposes to require the competent authorities to review the investment applications submitted thereto through the investment window and verify the satisfaction of the conditions required for its acceptance, in the manner outlined in the Draft Law. The applications are to be decided on within a period not exceeding 60 days from the date of submission of the completed application.</p>\r\n<p class=\"p1\"><span class=\"s1\"> It is expected that these amendments aiming to clarify the requirements for investment in Egypt, and the additions made to provide better investment opportunities, would encourage investors, whether local or foreign, to invest in Egypt. We see that the new additions and amendments to the Draft Law aim to widen the investment opportunities in Egypt, by removing previous obstacles and vagueness, and trust it will be undertaken to further promote investment opportunities in Egypt. </span></p>'),
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(102719, 5584, 'content_description', 'The Federal Law No. 8 of 1984 and its amending laws concerning commercial companies in the UAE (“Former Law”) have been repealed by the enactment of the Federal Law No. 2 of 2015 on Commercial Companies (“2015 law”). '),
(102720, 5584, '_content_description', 'field_59b641c07f473'),
(102721, 5584, 'pageSummary', 'The Federal Law No. 8 of 1984 and its amending laws concerning commercial companies in the UAE (“Former Law”) have been repealed by the enactment of the Federal Law No. 2 of 2015 on Commercial Companies (“2015 law”).'),
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(102729, 5584, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Bashayer Al Obeidli'),
(102730, 5584, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'field_59e59ad5d15dd'),
(102731, 5584, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'b.alobeidli@tamimi.com'),
(102732, 5584, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'field_59e59afcd15de'),
(102733, 5584, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorLocation', 'Sharjah, UAE'),
(102734, 5584, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorLocation', 'field_59e59b05d15df'),
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(102741, 5584, '_yoast_wpseo_metadesc', 'This article will focus on the legal amendments under the 2015 Law in relation to share pledges and execution against partners’ shares in an LLC, with practical examples on its application in the Emirate of Sharjah.'),
(102742, 5585, 'content', '<p class=\"p1\">February 2017</p>\r\n\r\n\r\n<hr />\r\n<p class=\"p1\">The past twelve months have proved to be a busy time in the arena of corporate formations in Bahrain with the implementation of a raft of procedural and legal changes, as well as the introduction of various exciting new initiatives. We have set out below a summary of some of these key developments.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>E-Key system: your business venture just a click away</strong></span></p>\r\n<p class=\"p3\"><span class=\"s2\">Commencing in 2007, the government of Bahrain committed itself to launching its eGovernment strategy. The aim was to establish an online ‘one-stop-shop’ to link all the relevant government agencies and entities together to provide better and faster services, and to facilitate the online completion of all government services through the development and implementation of an electronic E-Key System. </span></p>\r\n<p class=\"p3\">Connected to these changes and in line with the increasing shift towards a ‘paperless’ government, the Ministry of Industry, Commerce &amp; Tourism (“MOICT”) took the further step of introducing the ‘Sijilat’ system in 2016. The Sijilat system comprises an online portal accessed through the use of an E-Key containing details all the existing commercial entities and individual establishments in Bahrain. The portal allows suitably registered individuals to search for records of existing commercial registrations and to initiate applications to register commercial entities as well as the ability to complete many more commercial services electronically, eliminating the burden of physically attending the various ministries to complete such procedures.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Incorporating companies in Bahrain: a two stage process</strong></span></p>\r\n<p class=\"p3\">When applying to establish a new entity utilising the Sijilat system, the application now undergoes a simplified two stage process.</p>\r\n<p class=\"p3\"><span class=\"s3\"> Stage one involves the submission of the key information relating to the new entity including its proposed legal form, shareholder details, commercial name, share capital, proposed commercial activities and details of managers/directors. The MOICT will verify the details, approve the same, and issue an inactive provisional commercial registration (CR) certificate, without any active licenses. The effect of this is that the entity is deemed to have initiated its establishment in Bahrain, and is treated as being ‘under formation’. The entity is then able to complete various formalities, including entering into a lease agreement and the registration of the same with the MOICT as part of the process to reach the final stage whereby the permanent CR is issued enabling the company to commence commercial operations. </span></p>\r\n<p class=\"p3\">Stage two involves the submission of applications for all required licenses and approvals which, once completed, should result in the issuance of the final CR, rendering the company legally operational. The nature of the licenses and approvals will vary depending on the proposed commercial activities of the entity. It is essential that the entity’s legal advisors guide it through this process carefully as delays in the timely submission of the various documents and information to the various competent authorities can result in considerable delays in the issuance of the final CR.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Commercial activities: ISIC4 Codes</strong></span></p>\r\n<p class=\"p3\">When incorporating an entity in Bahrain with the MOICT, relevant commercial activities need to be selected. Depending on the types of activities selected, certain conditions may apply and/or approvals may be required.</p>\r\n<p class=\"p3\">In April 2016 the MOICT made changes to the list of available commercial activities. The changes are a result of Bahrain adopting the International Standard Industrial Classification of All Economic Activities (“ISIC”) Rev. 4. These standards have been developed by the Department of Economic and Social Affairs of the United Nations Secretariat. As a result, the MOICT streamlined the list of commercial activities from over 1800 to approximately 381 by consolidating various activities. More information in relation to the activities can be found on the MOICT’s online Sijilat database. On the face of it this change had the effect of lifting various foreign ownership restrictions allowing for greater foreign direct investment and a more competitive market.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Bahrain Chamber of Commerce registration</strong></span></p>\r\n<p class=\"p3\"><span class=\"s3\">The Bahrain Chamber of Commerce (‘BCCI’), in close co-operation with the MOICT, has also implemented its own initiatives relevant to corporate structuring in Bahrain.</span></p>\r\n<p class=\"p3\"><span class=\"s2\"> Historically, membership of the BCCI has been entirely voluntary. However, commencing in 2017 it is now a mandatory requirement that any new establishment in Bahrain be registered as a member of the BCCI. Said registration is completed automatically, and the membership fees are collected upon completion of the online incorporation process or upon the renewal of the registration of any existing entity.</span></p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Encouraging Bahraini Start Ups: ‘Sijili’ CR</strong></span></p>\r\n<p class=\"p3\"><span class=\"s2\">Late 2016 saw the roll out by the MOICT of a new form of commercial registration aimed specifically at aspiring Bahraini start ups. The ‘Sijili’ system (Sijili meaning ‘my registration’ in Arabic) has been launched by the MOICT to support and encourage Bahraini citizens in launching start ups without the burden of the usual red tape associated with starting a business. There are currently 39 commercial activities (mostly related to arts and design, photography, translation, computer programming,) to choose from, involving a streamlined application process. Significantly, under the Sijili process the Bahraini owner is not required to sign a lease over commercial premises. </span></p>\r\n<p class=\"p3\"><span class=\"s3\"> Once a Sijili CR has been obtained, the owner is able to sign contracts with companies that demand a commercial registration and to engage in commercial activities. </span></p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Change to certain local ownership requirements: GCC ownership</strong></span></p>\r\n<p class=\"p3\">Whilst it has long been possible for foreign investors to own 100% of the legal interest in various Bahrain based businesses, certain sector-related restrictions apply. Some commercial activities are only allowed to be undertaken by Bahraini nationals (or entities fully owned by Bahraini nationals); whilst other commercial activities are restricted to Bahraini nationals and/or nationals of the Gulf Co-Operation Council (GCC) states, and/or nationals of the United States (in line with the United States-Bahrain Free Trade Agreement).</p>\r\n<p class=\"p3\">Additionally, it has long been the case that certain commercial activities require a minimum Bahraini investment, typically 51%. Examples of such commercial activities include (subject to some exceptions):-</p>\r\n\r\n<ul>\r\n 	<li>Construction;</li>\r\n 	<li>Selling and/or trading in items;</li>\r\n 	<li>Import and export of items;</li>\r\n 	<li>Internet based retail sales;</li>\r\n 	<li>Catering and food transportation;</li>\r\n 	<li>Printing; and</li>\r\n 	<li>Waste collection, treatment and disposal activities</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p2\">For such commercial activities, historically, it has not been possible for the 51% Bahraini ownership requirement to be satisfied by way of the shares being owned by a non-Bahraini GCC national. Rather, a non-Bahraini GCC national would be required to own no less than 100% of the shares in the business vehicle.</p>\r\n<p class=\"p3\">We now informally understand, via the Head of Licences and Approvals of MOICT,, that where any given commercial activity necessitates a minimum 51% ownership by a Bahraini national, that requirement may be satisfied by a GCC shareholder owning 51% of the entity’s shares (i.e. the previous requirement that a non-Bahraini GCC national should, in these circumstances, own 100% of the entity’s shares has been deleted).</p>\r\n<p class=\"p3\">Whilst this position remains subject to formal confirmation by MOICT, such a development may be of particular interest to businesses based in other GCC jurisdictions which are owned 51% by local citizens (for example, in the United Arab Emirates or Qatar) who wish to establish a business presence in Bahrain to engage in a commercial activity which traditionally requires 51% Bahraini ownership. Upon formal confirmation of the position, such businesses will now be able to establish a presence in Bahrain together with their existing non-Bahraini GCC partner, rather than being required to partner with a Bahraini national.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Changes to government fees and charges</strong></span></p>\r\n<p class=\"p2\">The past year has also seen a variety of changes to the type and level of government fees and charges implemented in connection with the corporate formation process in Bahrain. Whilst these charges will vary from time to time, the following list contains details of the relevant fees correct as of the date of publishing.</p>\r\n\r\n<table class=\"t1\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p6\"><span class=\"s5\"><strong>Transaction Licence / Approval</strong></span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p6\"><span class=\"s5\"><strong>Government Fee</strong></span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p6\"><span class=\"s5\"><strong>Government Authority</strong></span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Renewal/Issuance of New CR</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD50</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Industry Commerce &amp; Tourism</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Membership of BCCI</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD30</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Bahrain Chamber of Commerce and Industry</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Renewal of BCCI membership</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD20</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Bahrain Chamber of Commerce and Industry</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Municipality Site approval</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD10</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Municipality</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Health Certificate</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD50-150</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Health</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Fire safety approval</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD30</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Interior - General Directorate of Civil Defence</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">COEPP license</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD50</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">The Council of Regulating the Practice of Engineering Profession</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Civil Aviation Affairs licenses</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD100-2000</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Civil Aviation</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Coast guard directorate approvals</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD25</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Coast Guard</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Works final approvals</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD10</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Works</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">International Transport of goods license</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD1000</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Transportation and Telecommunication</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">International Transport of goods licence renewal</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD100</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Transportation and Telecommunication</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Gas bottling and distribution license</span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD1200</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">National Oil and Gas Authority</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Education approvals</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">BHD40-50</span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p8\"><span class=\"s6\">Ministry of Education</span></p>\r\n<p class=\"p5\"><span class=\"s4\"><strong> </strong></span></p>\r\n<p class=\"p7\"><span class=\"s6\"> </span></p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p class=\"p3\">It is anticipated that the fees and charges will be further updated in accordance with new regulations being issued by the MOICT which we understand to be due for implementation in September 2017.</p>\r\n<p class=\"p3\">Whilst the changes on the whole represent an increase in fees and/or the introduction of fees for services which were not previously chargeable, the fees remain competitive in comparison to the level of governmental fees imposed by neighbouring jurisdictions. Additionally, in line with its liberal business environment spirit, Bahrain continues to impose zero taxation for private companies, has few indirect taxes for private enterprises and individuals, and continues to allow the free repatriation of capital to foreign jurisdictions.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Conclusion </strong></span></p>\r\n<p class=\"p3\">The above changes are, by and large welcomed as facilitating more efficient and faster corporate formations in Bahrain, streamlining the administration process, further minimising the restrictions on foreign ownership in Bahrain, and encouraging start-up businesses in the Kingdom. Accordingly, such developments further demonstrate the Bahraini government’s continued commitment to ensuring Bahrain retains its position as one of the most flexible and business friendly jurisdictions in the region.</p>\r\n<p class=\"p3\"><em>Al Tamimi &amp; Company’s Corporate Structuring team regularly advises on all forms of corporate formations in Bahrain and is registered with the MOICT. For further information please contact Rad El Treki (r.eltreki@tamimi.com) or Dana Al Ghareeb (d.alghareeb@tamimi.com). </em></p>'),
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(102627, 5580, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">Speaking at the Healthcare Business Forum held during Arab Health, Dr Ramadan Al Blooshi, the Chief Executive Officer of Dubai Healthcare City Authority, highlighted the freezone’s regulations alongside legal seminars discussing how UAE regulatory and licensing frameworks offer a positive opportunity for business.</p>\r\n<p class=\"p1\">A highlight of the Leaders in Healthcare Conference held during Arab Health was HRH Princess Haya bint Al Hussein’s presentation concerning the commitment of the UAE government to improving population health and boosting medical tourism by having the latest state-of-the-art healthcare services available. Other future-looking themes included the delivery of personalised medicine, the use of drones to deliver blood samples and blood products in remote locations, and enhancing medical outcomes through 3D medical printing. Funding for innovating technology was also highlighted as a focus of the UAE, with presentations from those currently based in the region who are using crowd sourced frameworks to launch new innovations in healthcare.</p>\r\n<p class=\"p1\">On the back of Arab Health, a number of new initiatives and changes to healthcare regulations and practices are typically announced. Below, we provide a few UAE healthcare industry updates and predictions for 2017.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Ministry of Health and Prevention Updates Fees</strong></span></p>\r\n<p class=\"p1\"><span class=\"s2\">The Ministry of Health and Prevention has changed their fees for certain services following the issuance of a 2016 decree. While a number of fees remain the same, several new fees have been added, such as an AED 500 fee for the classification of a product. Such classification requests are used to determine whether the product in question will be regulated by the Ministry or must be submitted to another authority, if applicable, for registration prior to importation.</span></p>\r\n<p class=\"p1\">These fees have been changed as of 29th January 2017. Of particular interest are the following fees:</p>\r\n\r\n<ul>\r\n 	<li>For the registration or renewal of registration for a medical products manufacturer: AED 10,000</li>\r\n 	<li>Registration of a new General Sale List product: AED 5,000</li>\r\n 	<li>Registration of new medical device product: AED 2,500</li>\r\n 	<li>Request for classification of product: AED 500</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\">In addition to these fees, each certificate issued may be charged an AED 1,000 issuing fee along with the service payment. This does not apply to classification requests, however.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Ministry of Health and Prevention Updates Classification Guidelines</strong></span></p>\r\n<p class=\"p1\">The Ministry of Health and Prevention, in addition to now charging AED 500 for a classification of medical products request, has updated their classification guidelines to make the classification procedures clearer and more efficient. For products having varying sizes, one classification request can be submitted for all sizes. On the other hand, each item in a First Aid set will be considered as a separate item for classification. Further, it has been the Ministry’s practice recently, but has now been confirmed in the guidelines, that products for dental healthcare professional use, if they are of the same type, will be considered as one item for classification. Yet, dental cements, fillers, etc. will be considered as each a single item.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Dubai Health Authority Focuses on 3D Printing</strong></span></p>\r\n<p class=\"p1\">During Arab Health, the Dubai Health Authority (‘DHA’) demonstrated its prioritisation of fostering the development of future technologies, such as 3D printing in healthcare. The DHA held roundtable discussions and showcased interactive demonstrations of 3D models to Arab Health visitors. The focus of DHA’s initiative is to create meaningful discussion and action concerning the three core pillars of 3D printing: awareness, regulation and implementation.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Dubai Healthcare City Authority Undergoes Updates</strong></span></p>\r\n<p class=\"p1\">The Dubai Healthcare City Authority – Regulatory (‘DHCR’) announced a new e-services platform, Masaar, designed to improve the ease of doing business in the Dubai Healthcare City (‘DHCC’). The platform is designed to be a one-stop e-services system offering comprehensive applicant services, including commercial set-ups, renewals, healthcare professional and clinical licensing, as well as other governmental services.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Predictions for 2017</strong></span></p>\r\n<p class=\"p1\"><span class=\"s3\">While the region is expecting to see healthcare spending increases, the market must also improve operational efficiency for clinical and administrative services. We see providers undertaking:</span></p>\r\n\r\n<ul>\r\n 	<li>cost containment measures and the use of financial modelling and data analytics to drive better value of services and to be more efficient;</li>\r\n 	<li>feasibility studies to review consolidation with partners, merger and acquisition activity;</li>\r\n 	<li>revenue diversification, unbundling of services and moving to retail centres, and community or home-based care, with increased use of tele-health services as these activities become better regulated and the ‘norm’ as the first line of options for patients;</li>\r\n 	<li>standardisation of processes, policies, and organisational frameworks to better coordinate and deliver services and use resources more efficiently;</li>\r\n 	<li>more investment in prevention and health education promotion programmes and campaigns;</li>\r\n 	<li>further public private partnership; and</li>\r\n 	<li>the use of innovative technology, artificial intelligence, point-of-care diagnostics, and the offering of biosensors and trackers to patients.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\">The healthcare sector is a highly regulated space. Increased regulation is inevitable in an emerging market where global providers compete to introduce new services, medicines, and devices. Regulators can learn from other jurisdictions, but this is not a one-size-fits-all solution. Local, cultural, demographic, and geographical considerations dictate the need for bespoke solutions in the healthcare industry, which will continue to present challenges for all stakeholders.</p>\r\n<p class=\"p6\"><em>Al Tamimi &amp; Company’s  Healthcare Practice Group regularly advises the healthcare industry clients ranging from medical products providers to hospitals and healthcare private equity firms. For further information please contact Andrea Tithecott (a.tithecott@tamimi.com) or Christina Sochacki (c.sochacki@tamimi.com).</em></p>'),
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(102616, 5579, 'content_description', 'The Chairman of the Securities and Commodities Authority of the United Arab Emirates (‘SCA’) issued, on 28 April 2016, the Resolution on Corporate Discipline and Governance Standards of Public Joint Stock Companies (Resolution No. 7 R.M. of 2016) (‘New Governance Rules’) in order to:'),
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(102715, 5584, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">The legal position governing share pledges and execution against partners’ shares in a limited liability company (“LLC”) has stood as a very debatable topic during the application of the Former Law.</p>\r\n<p class=\"p1\">This article will focus on the legal amendments under the 2015 Law in relation to share pledges and execution against partners’ shares in an LLC, with practical examples on its application in the Emirate of Sharjah. The first section of this article will tackle the share pledge concept, and the second section will focus on the execution against a partner’s share in an LLC.</p>\r\n<p class=\"p2\"><span class=\"s1\"><strong>Share Pledge</strong></span></p>\r\n<p class=\"p3\">This section will discuss the legal provisions governing share pledges, and will present the procedures for execution and registration of a share pledge agreement as per the practice in Sharjah.</p>\r\n<p class=\"p3\"><strong>1. Share Pledge Regulation under the 2015 Law</strong></p>\r\n<p class=\"p3\">The principle of a pledge of shares is found at Article 79 of the 2015 Law, titled “Assignment or Pledge of the Share of a Partner in the Company”. Article 79 provides that:</p>\r\n<p class=\"p5\"><em>“1- A partner may assign or pledge its share in the company to another partner or to a third party. Such assignment or pledge shall be made in accordance with the terms of the Memorandum of Association of the company under an official document, in accordance with the provisions of this Law. Such assignment or pledge shall not be valid against the company or third parties until the date of its entry in the Commercial Register with the competent authority.</em></p>\r\n<p class=\"p7\"><em>2- The company shall not reject the entry of such assignment or pledge in the register unless the transfer or pledge violates the provisions of the Memorandum of Association or this Law.”</em></p>\r\n<p class=\"p1\">Article 79 is a substitute for Article 230 under the Former Law. Compared to Article 230, Article 79 differs from Article 230 in that Article 230 was dealing solely with the topic of the assignment of shares, whereas Article 79 addresses the pledge of shares as well and stipulates that the Partner may “assign or pledge its shares in the company”. In doing so, Article 79 has resolved the debate which arose under the Former Law in relation to the possibility of pledging shares in an LLC. Article 79 is explicit in stating that shares can be pledged to another partner or a third party.</p>\r\n<p class=\"p4\"><span class=\"s1\"><strong>2. Share Pledge Procedures in Sharjah</strong></span></p>\r\n<p class=\"p1\"><span class=\"s3\">The main procedure for executing and registering a share pledge agreement in Sharjah can be summarized as follows:</span></p>\r\n\r\n<ul>\r\n 	<li>Notarization of the Share Pledge Agreement:</li>\r\n</ul>\r\n<p class=\"p5\">The share pledge agreement (“Agreement”) should be drafted in accordance with the terms of the Memorandum of Association of the relevant company and the provisions of the 2015 Law, and should be executed as an official document (i.e. notarized). In order to notarize the Agreement at a notary public, the parties (pledgor and pledgee) either personally or through an authorized Power of Attorney holder, must attend the Notary Public office to sign the Agreement before the notary. In the Emirate of Sharjah a fee of 0.4% (with a maximum fee of AED 10,000) of the monetary amount mentioned in the agreement must then be paid and the Agreement shall be notarized.</p>\r\n\r\n<ul>\r\n 	<li>Registration of the Share Pledge Agreement at Economic Development Department:</li>\r\n</ul>\r\n<p class=\"p5\">Upon completing the notarization process, either party may personally or through an authorized person visit the competent Economic Development Department in Sharjah (SEDD) with the notarized Agreement to apply for the registration of the share pledge in the commercial register. The application fee is AED 1500 in Sharjah, and the fee may differ from one emirate to another. The registration would then take place by entering the Agreement into the electronic register at the SEDD, and a letter certifying the entry is then handed to the applicant.</p>\r\n<p class=\"p2\"><span class=\"s1\"><strong>Execution Against a Pledged Share</strong></span></p>\r\n<p class=\"p3\">As explained in section I above, the share in an LLC can be pledged in security for a debt. If the pledgor fails to pay the debt secured when due, the pledgee has the right to enforce the pledge. In this section we deal with the regulations governing the execution against a partner’s share in an LLC and the execution procedures in practice.</p>\r\n<p class=\"p3\"><strong>1. Legal Provision Related to Execution under the 2015 Law</strong></p>\r\n<p class=\"p1\">Article 20 of the 2015 Law states that:</p>\r\n<p class=\"p6\"><em>“1- A creditor of a partner may not claim his right from the share of his debtor in the capital of the company, but he may claim his right from his debtor’s portion of the profits. If the company is dissolved, the creditor may collect his right from the share of his debtor upon the liquidation of the company.”</em></p>\r\n<p class=\"p1\">Article 20 of the 2015 Law mirrors Article 17 of the Former Law. Compared to Article 17, Article 20 has almost the same content but comes with some changes in the legal drafting, and provides that a creditor may not satisfy his debt directly from the shares of his creditor, but may do so from the profits that his debtor attains as per the debtor’s shares.</p>\r\n<p class=\"p1\">However, Article 20 of the 2015 Law is under Chapter 2 which deals with the formation and management of companies in general, and the said article sets a general principle that must be followed in the case of any type of company, unless a special article provides differently for certain types of companies. In this regard, Article 81 of 2015 (under Title 3 on Limited Liability Companies) gives an additional right to the creditor of a partner in an LLC and provides that:</p>\r\n<p class=\"p6\"><span class=\"s2\"><em>“If a partner’s creditor commences the execution procedures against the share proceeds of its debtor, the creditor may agree with the debtor and the company to the method and the terms of the sale. Otherwise, the share shall be offered for sale at a public auction, upon a request submitted to the competent Court. One or more partners may recover the sold share at the same terms as awarded at the auction, within 15 days from the date on which the auction is awarded. These provisions shall apply in the event of bankruptcy of a partner.”</em></span></p>\r\n<p class=\"p1\">Article 81 of the 2015 Law is titled “Execution against a Partner’s Share in the Company” and replaces Article 234 of the Former Law. Compared to Article 234, Article 81 differs in three main respects:</p>\r\n\r\n<ul>\r\n 	<li>Article 234 talked about the execution procedures that may be taken by the creditor against the “share”, whereas Article 81 clarifies that the action can be taken against the “share proceeds”.</li>\r\n 	<li>In respect of the sale of the shares at public auction, Article 234 provided that the “company” may recover the sold share at the same terms as awarded at the auction, but Article 81 is more accurate in stating that “one or more partners” (not the “company”) may directly recover the sold share at the same terms as awarded at the auction.</li>\r\n 	<li>Apart from the above two changes, Article (81) contained a content similar to Article (234); with some amendments in terms of the legal drafting of the article, specifically by adding that the offer for sale at public auction should be “upon a request submitted to the competent Court”.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p11\">It can be understood from the above mentioned regulations that the creditor of a partner in an LLC has an additional right represented by the execution against the share proceeds in general (in addition to the right to satisfy his debt from the profits of the share as provided for in Article 20).</p>\r\n<p class=\"p4\"><span class=\"s1\"><strong>2. Procedures Related to Execution against a Partner’s Share.</strong></span></p>\r\n<p class=\"p1\">In order to proceed with execution, the first step is for the pledgee/creditor to commence execution proceedings against the proceeds (including the profits) of the pledged share. This step is in line with the terms of Article 20, which allows the pledge/creditor to first target the profit of the pledged share, before targeting the actual share.</p>\r\n<p class=\"p1\"><span class=\"s2\"> Secondly, if the pledge/creditor is unable to satisfy the debit from the profit of the share, the pledge/creditor may then target the sale of the share. This is to be carried out by negotiating with the debtor and the company to reach an agreement on the method and terms of the sale of the share. If this negotiation is successful, the share is to be sold as per the aforesaid parties’ agreement, and the sum in exchange for it is to be used to satisfy the creditor’s debt.</span></p>\r\n<p class=\"p1\"><span class=\"s4\"> Thirdly, if the parties fail to reach any agreement with regards to the sale of the share, the pledge/creditor must submit a request to the competent court seeking the sale of the share through a public auction. The partners in the company would have the right to participate in this auction, and where the share is sold to a third party, the partners may also recover the sold share within 15 days from the date on which the auction is awarded. The price that the share is sold for shall also be used here to satisfy the debt.</span></p>\r\n<p class=\"p1\">For the avoidance of doubt, it should be noted that:</p>\r\n\r\n<ul>\r\n 	<li>The creditor who is a pledgee (i.e. has a share pledge) shall have precedence, over both ordinary creditors and creditors subsequent to him in ranking, in satisfying his debt from the proceeds of the sale of the pledged share.</li>\r\n 	<li>Where the creditor participated in the auction and won, the court may accept the creditor’s request to adjust the amount that should be paid by the creditor as price against the amount of the debt which is outstanding to the debtor. This would result in the debtor paying the remaining amount of the price of the share (if any remains) after adjusting the amount of the debt from the price.</li>\r\n</ul>\r\n<p class=\"p3\"><strong>Conclusion</strong></p>\r\n<p class=\"p1\">The 2015 Law has clearly resolved the legal debate regarding the possibility of pledging shares in an LLC by introducing express provisions in Article 79. However, the right to pledge shares has not been added to the provisions relating to Joint Liability Companies and Limited Partnerships (Simple Commandite Companies). In addition, unlike the pledge of a sole establishment under the commercial transactions law, the 2015 Law does not limit the right to offer pledges to banks and financial institutions.</p>'),
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(156455, 5584, 'orderValue4', '4'),
(102698, 5583, 'pageSummary', 'Intermediate Special Purpose Vehicles within the DIFC'),
(102697, 5583, '_content_description', 'field_59b641c07f473'),
(102696, 5583, 'content_description', 'Intermediate Special Purpose Vehicles within the DIFC '),
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(102692, 5583, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">The DIFC Authority approved a new regime for the establishment of Intermediate Special Purpose Vehicle (‘Intermediate SPV‘) on 19th September 2016.</p>\r\n<p class=\"p3\">It is envisaged that the Intermediate SPV regime will be structured and explained within the new versions of the DIFC Companies Law and DIFC Companies Regulations, which are currently undergoing revision. However, as an interim measure pending the completion of legislative review, the Intermediate SPV regime was given immediate force by the DIFC Authority by way of a waiver and amendment of certain provisions to the existing DIFC Company Regulations and DIFC Operating Regulations.</p>\r\n<p class=\"p3\">The rationale behind the introduction of the Intermediate SPV regime is that, except for the Special Purpose Company (‘SPC‘) regime, which is predominately restricted to applicants conducting financing transactions, the DIFC Authority did not have a simplified and cost efficient special purpose vehicle structure in place that is comparable to other structures found in many other offshore jurisdictions.</p>\r\n<p class=\"p3\">The DIFC had explained that the term ‘Intermediate’ is used to imply that it is neither the primary holding entity nor is it the operating entity, but more so used as a transitional company as part of a wider structure.</p>\r\n<p class=\"p3\">It is worth noting that the Intermediate SPV structure is only applicable to entities that are already registered within the DIFC.</p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>The Benefits </strong></span></p>\r\n<p class=\"p2\">One of the predominate advantages of the regime is that the incorporation process is far more simplified and cost efficient in comparison to the set up of a typical holding company within the DIFC. This is mainly due to a less exhaustive list of requirements, specifically the business plan, which is shorter and requires less detail compared to the standard template for limited liability companies and companies limited by shares. Also, where more than one Intermediate SPV is applied for in an investment structure, a single business plan will suffice, but separate application forms will be required for each entity.</p>\r\n<p class=\"p3\">The incorporation costs are also far less compared to a typical holding company in the DIFC, with the application fee reduced to USD 1,000 (instead of USD 8,000) and the annual licence fee at USD 3,000 (as opposed to USD 12,000).</p>\r\n<p class=\"p3\"><span class=\"s2\"> Another benefit worth noting is that the DIFC allows the Intermediate SPV to utilise their existing presence in the DIFC by sharing the same office address so that no additional office is required for the incorporation of the Intermediate SPV, which again minimises the overall cost aspect. </span></p>\r\n<p class=\"p1\"><span class=\"s1\"><strong>Eligibility Requirements </strong></span></p>\r\n<p class=\"p3\">The DIFC have defined what they call a ’Qualifying Applicant’ within their initial guidelines, which address the eligibility requirements for the incorporation of an Intermediate SPV. At present, an applicant intending to set up an Intermediate SPV within the DIFC must be one of the following:</p>\r\n\r\n<ul>\r\n 	<li>a holding/proprietary investment company or single family office already registered within the DIFC;</li>\r\n 	<li>a collective investment scheme established in the DIFC;</li>\r\n 	<li>a collective investment scheme established outside of the DIFC but managed by a fund manager or asset manager that is regulated by the Dubai Financial Services Authority (‘DFSA‘).</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p2\"><strong>Conclusion </strong></p>\r\n<p class=\"p2\">Despite the main limitation of only being available to applicants who are already established within the DIFC, the Intermediate SPV regime is attractive to many private equity houses, family offices, and corporates. The simplified incorporation requirements and procedure, along with the cost efficient set up fees, results in a business-friendly structure that makes the DIFC an even more attractive place to do business.</p>\r\n<p class=\"p3\"><em>Al Tamimi &amp; Company’s Corporate Structuring team regularly advises on corporate structures and incorporation requirements. For further information please contact Samer Qudah (s.qudah@tamimi.com). </em></p>'),
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(102673, 5582, 'content_description', 'On 23 May 2016, the Jebel Ali Free Zone (“JAFZA”) issued new company regulations known as the Jebel Ali Free Zone Companies Implementing Regulations 2016 (“Regulations”). '),
(102674, 5582, '_content_description', 'field_59b641c07f473'),
(102675, 5582, 'pageSummary', 'On 23 May 2016, the Jebel Ali Free Zone (“JAFZA”) issued new company regulations known as the Jebel Ali Free Zone Companies Implementing Regulations 2016 (“Regulations”).'),
(102676, 5582, '_pageSummary', 'field_59e59b307dec8'),
(102677, 5582, 'currentURL', 'http://www.tamimi.com/en/magazine/law-update/section-15/february-9/an-overview-of-the-new-jebel-ali-free-zone-company-regulations.html'),
(102678, 5582, '_currentURL', 'field_59d35123ab1e7'),
(102679, 5582, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Samer Hamzeh'),
(102680, 5582, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'field_59e59ad5d15dd'),
(102681, 5582, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 's.hamzeh@tamimi.com'),
(102682, 5582, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'field_59e59afcd15de'),
(102683, 5582, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorLocation', 'Dubai, UAE'),
(102684, 5582, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorLocation', 'field_59e59b05d15df'),
(102685, 5582, 'lawUpdateArticleNoWriters', '1'),
(102686, 5582, '_lawUpdateArticleNoWriters', 'field_59e59aaed15dc'),
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(102669, 5582, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\"><span class=\"s1\">The Regulations came into force on 24 August 2016. According to a statement made by Sultan Ahmed Bin Sulayem, Group Chairman and Chief Executive Officer of DP World, Chairman of Ports, Customs and Free Zone Corporation, the Regulations “<em>reflect the needs of an ever evolving market in terms of providing facilities that are prompt, secure and form the best international practice</em>”. </span></p>\r\n<p class=\"p1\">Whilst JAFZA has previously had separate set of regulations governing free zone establishments and free zone companies, it varied this approach by bringing all types of company within JAFZA under one regulation. Thus, the Regulations repeal and replace the Free Zone Establishment Implementing Regulations No.1 of 1992 and the Free Zone Company Implementing Regulations No. 1 of 1999.</p>\r\n<p class=\"p1\">The Regulations constitute a major reform of the JAFZA company regulations and bring about some new principles and key legislatives changes. This article provides an overview of the features and key changes that were introduced by the Regulations.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Application of the UAE Companies Law to companies within JAFZA</strong></span></p>\r\n<p class=\"p1\"><span class=\"s3\">Although the federal laws of the UAE are stated in the Regulations to apply to a company and a branch within JAFZA, the Regulations have excluded Law No. 2 of 2015 concerning Commercial Companies from the application to a company or a branch in the free zone. However, according to the Regulations, the company registrar of JAFZA (“Registrar”) may apply certain provisions of the UAE Companies Law where the Regulations are silent on a certain matter. </span></p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Types of company recognised by the Regulations</strong></span></p>\r\n<p class=\"p1\">The types of entity that were permitted prior to the enactment of the Regulations were the Free Zone Establishment (FZE), the Free Zone Company (FZCO) and the branch of a company. With the introduction of the Regulations, JAFZA has maintained these forms but also recognised Public Listed Companies (PLC) as a new type of company that can be established within JAFZA. A PLC within JAFZA can have two or more shareholders and may offer its shares to the public in accordance with the markets law of the relevant stock market. According to the Regulations, a PLC must list its shares on a stock exchange within nine months from the date of incorporation of the PLC, unless such time frame is extended by the Registrar.</p>\r\n<p class=\"p1\">As a further notable change in the Regulations, a civil company that is set up under the rules of the UAE Civil Transactions Law (Federal Law No. 5 of 1985) may be incorporated within the free zone. The regulations give the Registrar the authority to prescribe guidelines for the incorporation and operation of a civil company in the free zone in addition to the rules that are contained in the UAE Civil Transactions Law. Accordingly, the types of entity that are currently recognised by JAFZA are now expanded and comprise; the FZE, FZCO, PLC, civil partnership and the branch.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>No minimum share capital requirement</strong></span></p>\r\n<p class=\"p1\">Not too long ago, an FZE within JAFZA was required to have a minimum share capital of AED1,000,000 and an FZCO AED500,000. This has changed under the Regulations as they do not prescribe a minimum share capital for an FZE or FZCO, but require that a company must have a share capital that is sufficient for the activities for which it is licensed. This is in line with the UAE Commercial Companies Law which also requires a limited liability company to have capital that is sufficient for fulfilling its activities, although the UAE Commercial Companies Law does give the UAE Cabinet the right to prescribe a minimum share capital based on a recommendation from the Minister of Economy.</p>\r\n<p class=\"p1\">As for a PLC, it is required to have an amount of a share capital that is either sufficient for the activities permitted under its licence or the amount of capital required under the relevant markets law.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Non-cash consideration for shares </strong></span></p>\r\n<p class=\"p1\">Under the old JAFZA regulations for an FZE or FZCO, the contribution in kind for shares was not recognised and in practice it was not possible to subscribe in shares other than for cash. However, under the Regulations, it is now possible for shares to be issued in an FZE, FZCO (and PLC) for a non-cash consideration if a resolution is passed by the shareholders at a general meeting by more than 75% of the votes of shareholders or any greater majority as may be prescribed by the memorandum of association. The value of the consideration must be supported by an auditor’s letter and the resolution and the auditor’s letter must be filed with the registrar within four days from the date of passing the resolution. The introduction of this principle is beneficial to businesses as it gives them flexibility and options for subscription of shares or increasing the share capital of a company.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Different classes of shares</strong></span></p>\r\n<p class=\"p1\">Other than in some free zones, such as the Dubai International Financial Centre and the Dubai Creative Clusters Free Zone, companies are generally not allowed to have different classes of shares in the UAE. As a result of the Regulations, different classes of shares are now available for businesses within JAFZA.</p>\r\n<p class=\"p1\">According to the Regulations, an FZCO may create different classes of shares subject to the approval of the Registrar. Rights attached to the shares may be varied by an amendment to the memorandum of association of the company if approved by a resolution of more than 75% of the votes of shareholders or by a resolution of all the shareholders holding the shares of the class whose share is being varied. A PLC may also have different classes of shares in accordance with its memorandum and articles of association.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Change of domicile and continuation of business</strong></span></p>\r\n<p class=\"p2\">Pursuant to the Regulations, it is possible for a foreign company to apply to the Registrar for the continuation of the foreign company as a company within JAFZA, whether as an FZE or FZCO. In other words, companies may transfer operations in the free zone without having to establish a new entity.</p>\r\n<p class=\"p1\">The application must include certain information and supported by documents that are set out in the Regulations which include among other documents a resolution of the foreign company resolving to transfer the foreign company into JAFZA as an FZE or FZCO. On acceptance of the application, the free zone will issue the foreign company with a licence and a continuation certificate. The date of the incorporation that will be reflected in the continuation certificate is the date of incorporation of the foreign company in its jurisdiction.</p>\r\n<p class=\"p1\">The above are some of the key changes that were introduced by the Regulations. Other changes include the recognition of electronic documents and signature, giving an FZCO and PLC the right to purchase its own shares as treasury shares and prohibiting financial assistance to the directors of an FZCO and PLC.</p>\r\n<p class=\"p3\"><span class=\"s2\"><strong>Conclusion</strong></span></p>\r\n<p class=\"p1\">The Regulations mark a step forward for JAFZA as they bring company legislation in the free zone in line with global best practices and standards. The modernisation of the company regulations will, in our view, benefit JAFZA and enable it to attract further foreign business and investments. However, given that the Regulations are still in its infancy, it remains to be seen how certain aspects of the Regulations will be implemented in practice, particularly the incorporation of a PLC and change of domicile of companies.</p>\r\n<p class=\"p1\"><em>Al Tamimi &amp; Company’s corporate structuring team regularly advises on corporate structuring and company set up matters. For further information please contact Samer Qudah (s.qudah@tamimi.com) or Samer Hamzeh (s.hamzeh@tamimi.com).</em></p>'),
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(102654, 5581, 'content_description', 'In keeping with the tradition of development and with the intention of maintaining a developed society and protecting that society on an individual and institutional level, the UAE has issued Emiri Decree No. 7 of 2016, amending the UAE Penal Code (Law No. 3 of 1987).'),
(102655, 5581, '_content_description', 'field_59b641c07f473'),
(102656, 5581, 'pageSummary', 'In keeping with the tradition of development and with the intention of maintaining a developed society and protecting that society on an individual and institutional level, the UAE has issued Emiri Decree No. 7 of 2016, amending the UAE Penal Code (Law No. 3 of 1987).'),
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(102631, 5580, 'content_description', 'The Arab Health Exhibition & Congress took place this year from 30 January – 2 February 2017. During the event, the health authorities in the UAE expressed their commitment to innovation and fostering advancements in healthcare. '),
(102632, 5580, '_content_description', 'field_59b641c07f473'),
(102633, 5580, 'pageSummary', 'The Arab Health Exhibition &amp; Congress took place this year from 30 January – 2 February 2017. During the event, the health authorities in the UAE expressed their commitment to innovation and fostering advancements in healthcare.'),
(102634, 5580, '_pageSummary', 'field_59e59b307dec8'),
(102635, 5580, 'currentURL', 'http://www.tamimi.com/en/magazine/law-update/section-15/february-9/arab-health-2017-uae-healthcare-updates.html'),
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(102641, 5580, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Christina Sochaki'),
(102642, 5580, '_lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'field_59e59ad5d15dd'),
(102643, 5580, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'c.sochaki@tamimi.com'),
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(102649, 5580, '_yoast_wpseo_metadesc', 'On the back of Arab Health, a number of new initiatives and changes to healthcare regulations and practices are typically announced. Al Tamimi & Company provides a few UAE healthcare industry updates and predictions for 2017.');
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(102650, 5581, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">In this article we aim to set out the important amendments UAE federal penal code and the potential drastic impact they may have on the wide range of clients we have previously serviced We wish to cast light on some of these new provisions the significant of the changes to the wording and how they affect the legal classification of certain actions as well as the criminal legal responsibility which can potentially arise there from.</p>\r\n<p class=\"p1\">We first look at the amendments provisions, before considering the new provisions and noting those that have been repealed.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Amended Provisions</strong></span></p>\r\n<p class=\"p1\"><em>Article 5</em></p>\r\n<p class=\"p1\"><em>‘A public official as per the provisions of this Law shall mean any person occupying a federal or local job, whether legislative, executive, administrative or judicial, and whether he is appointed or elected; this includes:</em></p>\r\n\r\n<ul>\r\n 	<li><em>Persons entrusted with the public authority and employees working in ministries and governmental departments.</em></li>\r\n 	<li><em>Members of the Armed Forces.</em></li>\r\n 	<li><em>Security authorities’ employees.</em></li>\r\n 	<li><em>Members of judicial authorities and Chairmen and members of legislative, consultative and municipal councils.</em></li>\r\n 	<li><em>Whoever is delegated by any of the public authorities to perform a specific assignment within the limits of the work entrusted to him.</em></li>\r\n 	<li><em>Chairmen and members of boards of directors, managers and all other employees working in associations, public corporations and companies partially or wholly owned by the federal government or the local governments.</em></li>\r\n 	<li><em>Chairmen and members of boards of directors, managers and all other employees working in associations and public welfare institutions.</em></li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p7\"><em>Whoever is not included in the categories stated in the preceding paragraphs and performs work connected to public service in accordance with instructions issued to him from a public official having the authority to give such an instruction according to prescribed laws or regulations, concerning the work assigned to him, shall be considered ipso jure to be entrusted with public service functions.</em></p>\r\n<p class=\"p7\">The amendments to this provision expands the definition of those who are deemed to be a “public officials” to include, in addition to those who work in the security apparatus and the judiciary, all those employees of companies that are either wholly or partly owned by the federal or local governments. This has been done with the aim of providing greater protection to public funds and those funds linked to public officials. The amendments which were carried out had been done with the aim for protecting the status and integrity that people expect when dealing with the public office as a representative of the state. To do so the draftsman has sought through the changes to increase the seriousness and penalties in relation to offences committed against what the law deems to be public funds such as misappropriation, embezzlement, fraud or unjust enrichment, which may also be committed by a deemed public official who takes advantage of his employment.</p>\r\n<p class=\"p1\"><em>Legal persons, with the exception of the government’s associations and their official departments and public organizations and corporations, shall be criminally responsible for crimes committed by their representatives, directors or agents acting in favour of or on behalf of them.</em></p>\r\n<p class=\"p1\"><em> No sentence shall be imposed on them other than a fine, forfeiture and criminal measures provided for the crime by law; however, if the law provides for the crime a principal penalty other than a fine, the penalty shall be limited to the fine, which shall not exceed five hundred thousand Dirhams. This, however, shall not prevent personally punishing the offender with the penalties prescribed for the crime by law.</em></p>\r\n<p class=\"p7\">In this amendment the legislator has increased the punitive sanctions for legal/corporate entities. The fine has now been raised from AED 50,000 to AED 500,000 in the event that the company is convicted for offenses committed by its representatives, management or agents and which was done for the company’s benefit or on its behalf. This is a dramatic increase and will force companies to take more forceful action to prevent their employees committing crimes.</p>\r\n<p class=\"p4\"><em>Article 227</em></p>\r\n<p class=\"p1\"><em>Punishment by temporary imprisonment shall be inflicted upon any public official or person entrusted with public service functions who willfully harms the properties or interests of the authority where he works, or the properties or interests of a third party entrusted to such an authority.</em></p>\r\n<p class=\"p1\"><em> A penalty of imprisonment and a fine not exceeding ten thousand Dirhams or either of these two penalties shall be imposed on any public official or person entrusted with public service functions who harmed, as a result of his fault, properties or interests of the authority where he works, or the properties or interests of a third party entrusted to such an authority.</em></p>\r\n<p class=\"p7\">In the amendment to Article 227, the legislator has created a new offence of causing loss to public funds by dereliction or negligence bordering on intent (or what is known in common law as basic intent). It has been drafted in this way with a view to provide extra protection to public funds which have been entrusted to a public official as a result of his employment and ensures that the official diligently upholds his fiduciary duty with regards to the funds of the state and the community, and prevents negligent or erroneous dealings.</p>\r\n<p class=\"p1\"><em>Article 234 of the Penal Code</em></p>\r\n<p class=\"p1\"><em>A penalty of temporary imprisonment shall be imposed upon any public official or person entrusted with public service functions, or a foreign public official, or an employee of an international organization, who solicits or accepts or promises, directly or indirectly, for himself or for another person or entity or establishment, any undeserved gift or privilege or grant, in return for the performance of or the refrainment from the performance of an act while carrying out his job duties, even if he has in mind not to effect the act or to refrain from performing it, or if the demand or acceptance or promise comes subsequent to the performance of the act or the refrainment from the performance thereof.</em></p>\r\n<p class=\"p7\">The amendment is intended to close a lacuna which had previously existed in the offence of bribery. Under the provisions of the old law the definition of public officials only included those persons deemed to be UAE public officials, and therefore foreign public officials could not be prosecuted even if their criminality had adverse impact on the UAE This addition has been made with the view of buttressing the importance of public service for the community and its interests and anticipates the potential roles that those who provide such services in taking advantage of their position by advancing their own personal interests at the expense of the interests of the state or society. It also brings the UAE laws in line with International Standards and the UN treaty on the combat of corruption to which the UAE is a signatory.</p>\r\n<p class=\"p1\"><em>Article 236 (bis)</em></p>\r\n<p class=\"p1\">There is a slight amendment to the wording in Article 236 (bis), which clarifies the definition from the previous offence, where now the offence of bribery of a private employee is more clearly defined and in express than had previously been the case. It now expressly includes, as being subject to the anti-bribery laws, all private sector entities or those related to it, and all employees as well as their management.</p>\r\n<p class=\"p1\"><em>Article 238</em></p>\r\n<p class=\"p1\"><span class=\"s2\"><em>A convict shall be ordered to pay a fine equivalent to what has been demanded or offered or accepted, in all cases shown in the preceding Articles of this chapter, provided that the fine shall not be less than five thousand Dirhams. A judgment shall also be passed for the confiscation of a gift accepted by or offered to the public official or the person entrusted with public service functions.</em></span></p>\r\n<p class=\"p7\">Article 238 increases the penalty for the offence of bribery, raising the minimum fine from AED 1,000 to AED 5,000 in order to increase the deterrent effect of the law.<strong> </strong></p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>New Provisions in the Law</strong></span></p>\r\n<p class=\"p4\"><em>Article 6 (bis) (1) </em></p>\r\n<p class=\"p1\"><em>A foreigner public official in accordance with this Law shall be: any person who occupies a legislative, executive, administrative or judicial position in another country, whether permanent or temporary, and whether he is elected or appointed, with or without a salary, and any person entrusted with public service functions.</em></p>\r\n<p class=\"p1\"><em> An employee of an international organization in accordance with this Law shall be: any person who occupies a position in an international organization or is authorized by such organization to act on its behalf.</em></p>\r\n<p class=\"p7\">As explained above the draftsman had intended to close a lacuna in the old provisions of the Penal code. Therefore to in order to expand the scope of bribery to include foreign public officials, a definition of that had to be enacted. Article 6 bis 1 gives that express definition. As a consequence of the new Article the draftsman was able to extend the scope of Articles 236 and 237 to include Foreign public officials by adopting the new definition in the wording of those offences.</p>\r\n<p class=\"p1\"><span class=\"s3\"> Note that Article 6 bis 1 explicitly includes employees of international organisations or those who undertake services on their behalf as well. This addition underscores the growing importance to the community of these organisations. The Penal Code now extends the bribery provisions to all those foreign officials and employees of international NGOs who work in the UAE. The same definition has also been added to Articles 236 and 237.</span></p>\r\n<p class=\"p4\"><em>Article 6 (bis) (2) </em></p>\r\n<p class=\"p1\"><em>Public property in accordance with this Law shall be:</em></p>\r\n<p class=\"p5\"><em>The properties owned, in part or in whole, by a federal or local authority, or the federal or local public associations and corporations, or the companies that are partially or wholly owned by the federal government or the local government or the associations or the public benefit institutions.</em></p>\r\n<p class=\"p6\"><em>The properties that are subject to the management or supervision of one of the entities provided for in Paragraph (1) of this Article or if such an entity has the right to utilize it and benefit there from.</em></p>\r\n<p class=\"p7\">The aim here is to protect public funds in all of its different guises and in whatever proportion, hence the use of the words “partially or wholly owned by the federal government or the local government or the associations or the public benefit institutions”. This is a new concept designed to protect the public interest and the individual’s interests. This will have far reaching consequences when applied to certain offences relating to companies and entities in which the government invests, or is subject to the supervision of one of the branches/departments of government listed in Article 6(1) (bis). By way of an example, funds of banks can now be deemed to be public funds under the Penal Code, and this and ensures that offences which had previously been deemed misdemeanours now become felonies. This enactment exists even when banks are private entities and the government is not a shareholder. This is due to the fact that by reason of all banks being subject to the supervision of the Central Bank they are all now, in law, deemed to be public funds. The change, on the face of it, is to the benefit of the victims of crime in that it provides extra protection to the funds of the banks irrelevant of State ownership. However, it is necessary to wait and see how the courts will apply and interpret the new provisions.</p>\r\n<p class=\"p1\"><em>Article 225 (bis) </em></p>\r\n<p class=\"p1\"><em>Any public official or person entrusted with public service functions who receives or attempts to unrightfully receive, for himself or another person, an advantage or a gain from the duties of his position shall be punished by temporary imprisonment</em>.</p>\r\n<p class=\"p7\">This enacts a free-standing offence for any public official who takes advantage of his employment for his own personal gain, irrespective of whether or not a loss is caused to the public funds. This amends what had previously been the case under Article 227. In addition, it is now an offence to attempt to unjustly enrich oneself whereas previously such an offence had not existed.</p>\r\n<p class=\"p1\"><em>Article 230 (bis) </em><em> </em></p>\r\n<p class=\"p1\"><em>The provisions of this law shall apply to whoever commits one of the crimes set forth in this Chapter and Chapter One of Section Two of Book Two of this Law outside the State, if the perpetrator or the victim is a national of the country or if it is committed by an employee of the private or public sector of the State or if it affects a public property.</em></p>\r\n<p class=\"p7\"><span class=\"s3\">This new provision attempts to give further protection to public funds in all its guises and also hinder those who would think about transgressing the financial interests of the State whether inside or outside the jurisdiction. It expands the offences relating to offences under Chapter Six of Part One of Book Two (Embezzlement and Misappropriation of Public Funds) and also those offences under Chapter One of Part Two of Book Two (Bribery) and departs from the general principle that an offence is punishable in the jurisdiction where it takes place or the offender/victim is a citizen of the State which seeks jurisdiction. The provision now gives the UAE authorities extraterritorial jurisdiction over all offences relating to public funds, public employees, or, in the case of bribery, even private employees. </span></p>\r\n<p class=\"p1\"><em>Article 236 (bis) </em></p>\r\n<p class=\"p1\"><em>An imprisonment for a period not exceeding five years shall be imposed on whoever manages an entity or establishment of the private sector, or works therein in any capacity, who solicits or accepts or promises, directly or indirectly, for himself or for another person, any undeserved gift or privilege or grant, in exchange for any undeserved gift or privilege or grant, for himself or for another person, in return for the performance of or the refrainment from the performance of an act of his duties or defaulting on his job duties, even if he has in mind not to effect the act or not to refrain from it, or if the demand or acceptance or promise comes subsequent to the performance of the act or the refrainment from the performance thereof.</em></p>\r\n<p class=\"p7\">This provision expands the offence of bribery into the private sector to encompass all employees in conformity with the amendments to Article 234, and has resulted in the repeal of the old article 236 where the offence was limited to members of the board and management.</p>\r\n<p class=\"p1\"><em>Article 237(2)(bis) </em></p>\r\n<p class=\"p1\">It is to be noted that despite the expansion of the provisions of the offences of bribery to included foreign public officials, the punishment for those who are convicted has remained unchanged.</p>\r\n<p class=\"p1\"><em>Article 239 (1) (bis) </em></p>\r\n<p class=\"p1\"><em>The provisions of this Law shall apply on whoever commits one of the crimes set forth in this Chapter outside the State, or if the perpetrator or the victim is a national of the country, or if the crime is committed by an employee of the public or private sector of the State or affects a public property.</em></p>\r\n<p class=\"p7\">As with Article 230 (bis) but with a wider application, this article gives the authorities extraterritorial jurisdiction over all offences of bribery even if committed outside of the UAE.</p>\r\n<p class=\"p1\"><em>Article 239 (2) (bis)</em></p>\r\n<p class=\"p1\"><em>The criminal action shall not abate upon the lapse of the term in one of the crimes provided for in this Chapter and the adjudged sentence shall not abate. The civil actions that arise from or are connected to such action shall not abate upon the lapse of the term.</em></p>\r\n<p class=\"p7\">This provision departs from the general principles which apply to the statute of limitations relating to all offences and expands its scope to encompass civil claims arising from these offences. The article removes all time bars in relation to all offences of bribery so that there is no longer a time limit by which an investigation or a civil claim needs to be brought against those involved. Nor can any punishment be unenforceable by reason of the passage of time. This creates a strong deterrent by ensuring that those who commit these types of offences will be held to account and punished no matter when the crime was committed.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Repealed Provisions</strong></span></p>\r\n<p class=\"p1\">The provisions 235 and 236 have been repealed, as they were rendered redundant by other amendments to the law.</p>\r\n<p class=\"p3\"><span class=\"s1\"><strong>Conclusion </strong></span></p>\r\n<p class=\"p1\">The changes to the Penal Code highlighted above have a direct bearing on the offences of bribery and the misappropriation of public funds. The scope of who the offences apply to has been significantly broadened, together with the removal of any limitation period for the bringing of criminal or civil actions in relation to them. The changes will have a positive impact on the interests of all those who do business in the UAE, as they help protect the integrity of the country’s business and government sectors, thereby protecting the financial interests of all.</p>\r\n<p class=\"p1\"><em>Al Tamimi &amp; Company’s Financial Crime team regularly advises on the new amendments of Penal Code and its impact on the individuals and companies in relation to bribery and public funds. For further information please contact Waleed Shalabi (W.Shalabi@tamimi.com)</em></p>'),
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(102612, 5579, 'content', 'February 2017\r\n\r\n<hr />\r\n\r\n<ul>\r\n 	<li>list a set of new corporate governance rules in accordance with, and to adhere to, the Commercial Companies Law (Federal Law No. 2 of 2015) (‘CCL’); and</li>\r\n 	<li>repeal the UAE Ministerial Resolution on Governance Rules and Corporate Discipline Standards (Ministerial Resolution No. 518 of 2009) (‘Repealed Governance Rules’).</li>\r\n</ul>\r\n<p class=\"p4\">The purpose of this article is to compare the New and Repealed Governance Rules and highlight some of the provisions that are related to ‘Shareholders Rights’, ‘General Assembly Meetings’, ‘Auditors’, ‘Code of Professional Conduct’ and ‘Penalties for Violating the New Governance Rules’ that we consider would benefit from clarification from SCA.</p>\r\n<p class=\"p1\">It is worth mentioning that any capitalised terms used in this article have the same meaning to those mentioned in the New Governance Rules or the CCL if such definition does not exist under the New Governance Rules, unless provided otherwise in this article.</p>\r\n<p class=\"p5\"><strong>Shareholders Rights</strong></p>\r\n<p class=\"p5\">The wording of Article 32 of the New Governance Rules is unclear but appears to give shareholders the right to access the Company’s reports, financial statements, books and documents without any prior permission from the Board of Directors or the General Assembly. Article 221(1)(b) of the CCL does not help that much either as it can be read in one of two ways:</p>\r\n\r\n<ul>\r\n 	<li>Shareholders shall have the right to access the Company’s books, records and documents including documents related to Deals with a Related Party only after obtaining the prior permission of the Board of Directors or the General Assembly; or</li>\r\n 	<li>Shareholders shall have the right to access the Company’s books, records and documents at anytime without the need of any prior permission while documents related to Deals with Related Parties require the prior permission of the Board of Directors or the General Assembly.</li>\r\n</ul>\r\n<p class=\"p4\">Also neither Article 221(1)(b) of the CCL nor Article 32 of the New Governance Rules provides for a minimum shareholding threshold that a shareholder needs to have the access right, i.e. it could be understood that a shareholder who owns one share has the right to access all of the Company’s books, records and documents. Article 19 of the New Governance Rules on the other hand gives the right to access any documents related to a Deal with a Related Party only to shareholders holding at least 5% of the Company’s share capital and have obtained the approval to access such documents either from the Board of Directors or the General Assembly and therefore contradicting with Article 221(1)(b) of the CCL and Article 32 of the New Governance Rules.</p>\r\n<p class=\"p1\"><span class=\"s2\"> The main risk here for the Company is that some documents are of a confidential nature for the purposes of the Company’s operation and it can damage these operations if the documents are in the public domain. All Companies have the right to measures that serve its best interests and do not affect its operations. On the other hand, a shareholder should have the right to access the Company’s books, records and documents to ensure that the Company is not violating any of the shareholder’s rights.</span></p>\r\n<p class=\"p1\"><span class=\"s3\"> Accordingly, we believe that Article 221(1)(b) of the CCL should be interpreted as explained in paragraph (i) above. As for Articles 19 and 32 of the New Governance Rules, we believe that they should be interpreted to give any shareholder (irrelevant of the number of shares such shareholder holds) the right to access the Company’s books, records and documents (including those related to Deals with Related Parties) subject to obtaining the prior permission of the Board of Directors, the General Assembly or a court. The Company in such case may also insist that the shareholder (and any of his/her affiliates, agents, officers, employees and advisors) granted the right of access will sign a confidentiality undertaking to keep the documents provided confidential.</span></p>\r\n<p class=\"p1\">In any event, such right of access should not be unlimited in terms of time and/or documents. Right of access is usually given to comfort the shareholder on a certain aspect of the Company’s operations and financials. For example, a shareholder might be given documents relating to a 6 months period relating to a certain transaction or operation. Unlimited right of access should only be given by way of a court order.</p>\r\n<p class=\"p1\"><span class=\"s3\"> Other than that, both rules provide for the other shareholder’s rights as prescribed in Article 221(1)(a) of the CCL, such as receiving dividends, attending and voting at General Assembly meetings, right to sell the shares and receiving part of the distributions pro rata to the shareholding at time of liquidation. Such rights are subject to the provisions of the Company’s articles of association provided that such articles of association avoid any restrictions on the free trading of the Company’s shares in the Market or that may cause the prevention of a shareholder’s voting right.</span></p>\r\n<p class=\"p6\"><span class=\"s1\"><strong>General Assembly Meetings</strong></span></p>\r\n<p class=\"p1\">While the Repealed Governance Rules did not provide for any provisions in relation to General Assembly meetings, Articles 23 to 30 of the New Governance Rules sets the governance rules applicable to such meetings, in accordance with Articles 171 to 192 of the CCL, in relation to the following:</p>\r\n<p class=\"p1\"><em>Convening A General Assembly Meeting</em></p>\r\n<p class=\"p1\">The General Assembly shall meet in the venue set in the Company’s articles of association. Every shareholder shall have the right to attend the General Assembly meeting and shall be entitled to a number of votes equal to the shares he holds. A shareholder having the right to attend the General Assembly meeting may delegate another Board Member by virtue of a power of attorney. A representative of a shareholder may not hold, in such capacity, more than 5% of the Company’s issued share capital. Those lacking legal capacity shall be represented by their legal representatives.</p>\r\n<p class=\"p1\">The legal entity may authorize one of its representatives or directors by virtue of a resolution issued by its board of directors or the body acting on its behalf to represent such legal entity in the Company General Assembly meetings. The authorized representative shall have the authorities prescribed in the authorisation resolution.</p>\r\n<p class=\"p1\">The holder of the share registered on the business day preceding the date of the General Assembly meeting shall be the person entitled to vote in the General Meeting of such Company.</p>\r\n<p class=\"p5\"><em>Sending Invitations</em></p>\r\n<p class=\"p1\">The Board of Directors must call for the annual General Assembly meeting within the four months following the end of the fiscal year and for the General Assembly meeting whenever it deems appropriate.</p>\r\n<p class=\"p1\">SCA, the auditor or shareholders holding 20% or more of the Company’s share capital (as per Article 174 of the CCL, the Company’s articles of association may provide for a less percentage) may, for serious reasons, request the Board of Directors to convene the General Assembly meeting. In such a case, the Board of Directors should call for the General Assembly meeting within five days from the date of submission of the meeting request.</p>\r\n<p class=\"p1\">Article 24 of the New Governance Rules further provides that shareholders holding 10% of the Company’s share capital shall have the right to call the General Assembly for an urgent meeting by submitting to the SCA a request calling for the General Assembly meeting to adopt a Special Resolution and attaching all the documents supporting such request. This provision is not stipulated under the CCL. Therefore, we believe that the SCA shall have the discretionary power whether or not to accept such request. In case the SCA rejects the request to convene the General Assembly meeting, then the shareholders may challenge the SCA’s refusal before a competent court. If the court accepts the request then the SCA is then obliged in such case to call for such meeting.</p>\r\n<p class=\"p5\"><em>Register of the Minutes</em></p>\r\n<p class=\"p1\">The Company must keep record of the minutes of the General Assembly meetings subject to the following:</p>\r\n<p class=\"p2\">the minutes of the General Assembly meeting must include the names of the attending or represented shareholders, the number of shares they hold for themselves or by proxy, number of votes to which they are entitled, the adopted resolution, number of votes in favour of or against such resolutions and a detailed conclusion of the discussions held in the meeting. The minutes shall be regularly taken after every meeting and shall be kept in a register to be signed by the chairman of the Meeting, the secretary, the vote collector and the auditor; and</p>\r\n\r\n<ul>\r\n 	<li>the minutes shall be free from any spaces, writing in the margins, deletion or addition.</li>\r\n 	<li>The following rules shall be followed in keeping the register of the minutes of the General Assembly meetings:</li>\r\n 	<li>the register pages must be serially numbered; and</li>\r\n 	<li>a register of the minutes of the General Assembly meetings shall be kept at the Company’s headquarters.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p1\"><em>Term of Authorisation Given to the Board of Directors By Way of a General Assembly Resolution</em></p>\r\n<p class=\"p1\">In case a Special Resolution is issued by the General Assembly for raising the Company’s capital or the issuance of loan bonds or sukuk, the term of authorisation granted to the Board of Directors shall be one year from the date of issuance of such a Special Resolution in order for the Board of Director to take a decision regarding the times and mechanism of implementation of the said resolution through one or more issues or programs. The authorisation issued to the Board of Directors shall expire after the elapse of the one-year period after which the resolutions issued in this regard shall be deemed void.</p>\r\n<p class=\"p1\"><span class=\"s2\"> Notwithstanding the above, the previous resolutions issued by shareholders holding at least 75% of the Company’s share capital in the Company shareholders’ meeting held before the enforcement of the CCL provisions regarding the issuance of bonds or sukuk shall be valid and effective as if they were adopted through a Special Resolution issued by the shareholders of the respective company after the enforcement of the CCL provisions and without need for the issuance of a new special resolution or abiding by the terms prescribed above or in Article 230 of the CCL. This is provided, however, that the General Assembly has not cancelled the authorisation resolutions issued to the Board of Directors.</span></p>\r\n<p class=\"p1\"><em>Arrangements for General Assembly Meeting</em></p>\r\n<p class=\"p1\">The appropriate arrangements and procedures should be followed to hold the General Assembly meeting including the selection of venue and time to help and encourage the attendance of the largest possible number of shareholders.</p>\r\n<p class=\"p1\">The invitation to the General Assembly meeting must indicate the venue and time and must be accompanied by the meeting agenda with the topics to be deliberated during such a meeting in a detailed and clear way in addition to any documents or attachments related to such topics. The time and venue of the meeting must be announced on the Company’s website.</p>\r\n<p class=\"p1\"><em>Inclusion of an Item in the Meeting Agenda Before the Meeting</em></p>\r\n<p class=\"p1\">The inclusion request must be submitted by a number of shareholders representing at least 10% of the Company’s share capital. The new item must be clear and specific and must not be conflicting with the provisions of the CCL or the resolutions and regulations issued in implementation of it. The inclusion request should be written and signed by the applicant and submitted to the chairman of the General Assembly meeting before starting the discussion of the agenda. The meeting’s chairman must approve the inclusion of the item. In case of refusal, the applicants may present the issue to the General Assembly and it shall be voted by the majority of shares represented in the meeting.</p>\r\n<p class=\"p1\"><em>Inclusion of an Item in the Meeting Agenda During the Meeting</em></p>\r\n<p class=\"p1\">The shareholders holding at least 5% of the Company’s share capital shall have the right to apply to the SCA to include additional items in the General Assembly meeting agenda within five business days from the date of the invitation to the General Assembly meeting.</p>\r\n<p class=\"p1\"><em>Issuance of Special Resolutions</em></p>\r\n<p class=\"p1\">“Special Resolution” is defined under the CCL as the resolution issued by the shareholders that own no less than three quarters of the shares represented in a General Assembly meeting of the Company. This means 75% of the shares represented in a General Assembly meeting as long as they meet the minimum percentage of share capital required to convene such meeting. For example, if 51% of a Company’s share capital is represented in a General Assembly meeting and the Company’s articles of association requires more than 50% of the share capital to attend in order to consider the meeting as duly convened, a Special Resolution shall require the approval of 75% of that 51% of the Company’s share attending such meeting and not 75% of the Company’s total share capital.</p>\r\n<p class=\"p1\">As per the New Governance Rules, the following matters may only be approved by way of Special Resolution even if this is provided under the Company’s articles of association:</p>\r\n\r\n<ul>\r\n 	<li>issuing bonds or sukuk;</li>\r\n 	<li>(making voluntary contributions for community service purposes;</li>\r\n 	<li>Company’s dissolution or merger with another company;</li>\r\n 	<li>sale or disposal in any other way of the business for which the Company was incorporated;</li>\r\n 	<li>if the Company wishes to sell 51% or more of its assets, whether in one deal or through various deals within one year from the date of the first deal or transaction;</li>\r\n 	<li>extension of the Company’s term;</li>\r\n 	<li>amendment of the Company’s articles of association;</li>\r\n 	<li>accepting the partnership of a strategic partner;</li>\r\n 	<li>conversion of cash debts to shares in the Company’s share capital;</li>\r\n 	<li>approving of the Company’s employee shares incentive scheme or program;</li>\r\n 	<li>as and when required under the CCL.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p1\">It is worth mentioning that Article 31 of the New Governance Rules further provides that without prejudice to the provisions of the CCL, the Company must secure the approval of its shareholders for every issue of new shares (subject to the SCA’s approval of the capital increase) and the approval of the Central Bank where there are companies under its control.</p>\r\n<p class=\"p1\"><em>Implementation of General Assembly Resolutions</em></p>\r\n<p class=\"p1\">The Chairman must implement the General Assembly resolutions subject to the following regulations:</p>\r\n\r\n<ul>\r\n 	<li>disclosure of the results of the General Assembly meeting to the Market and on the Company’s website;</li>\r\n 	<li>securing the approval of SCA and other competent authorities and supervisory bodies on the resolutions adopted by the General Assembly during the meeting; and</li>\r\n 	<li>implementation of the resolutions within fifteen days from the meeting date unless the nature of the adopted resolutions requires a longer period including without limitation the increase or decrease of the Company’s share capital or issuance of bonds or sukuk.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p7\"><span class=\"s1\"><strong>Auditors</strong></span></p>\r\n<p class=\"p1\">The following new provisions were introduced by the New Governance Rules:</p>\r\n\r\n<ul>\r\n 	<li>For the nomination of the auditor, and in accordance with Article 244 of the CCL, it is mandatory for auditors appointed to audit a publicly listed company to be registered in the SCA’s register of auditors;</li>\r\n 	<li>no employee of the Company’s auditor may be appointed in the Company’s Senior Executive Management until the elapse of at least two years from the completion of auditing the Company’s accounts by such auditor; and</li>\r\n 	<li>a new provision for the obligations of the auditor was included under the New Governance Rules which basically stipulates that the auditor shall:</li>\r\n</ul>\r\n&nbsp;\r\n<ul>\r\n 	<li>carry out the works assigned to the auditor independently and without bias;</li>\r\n 	<li>supervise the Company’s operations, examine its administrative and financial systems and internal auditing systems, give an opinion as to the effectiveness of such systems, and ensure their appropriateness for smooth flow of the Company’s operations and preservation of the Company’s assets;</li>\r\n 	<li>give an opinion concerning the validity of the Company’s financial statements and demand amendment where necessary;</li>\r\n 	<li>verify the Company’s ownership of its assets and legality of its obligations;</li>\r\n 	<li>attend the meetings of the General Assembly and recite the auditor’s report to the shareholders and answer their questions and inquiries in relation to the latest financial statements; and</li>\r\n 	<li>report to the SCA and the competent regulatory authorities of any material violations or obstructions.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p4\">Other than the above, there is no difference between the New and the Repealed Governance Rules including the prohibited acts to be carried out by the auditor and permitted consultations.</p>\r\n<p class=\"p6\"><span class=\"s1\"><strong>Code of Professional Conduct</strong></span></p>\r\n<p class=\"p1\">Article 49 of the New Governance Rules provides that it is part of the duties of the audit committee to monitor the adherence of the Company with the code of professional conduct. In the Repealed Governance Rules it was the duty of the Company to adopt a professional conduct code.</p>\r\n<p class=\"p6\"><span class=\"s1\"><strong>Penalties for Violating the New Governance Rules</strong></span></p>\r\n<p class=\"p1\"><span class=\"s2\">The New Governance Rules grant the SCA the right to refer any breach carried out by the Company or its Board Members or employees to the Public Prosecutor. This did exist under the Repealed Governance Rules. The New Governance Rules further refer to the application of SCA Board Resolution No. 42 of 2015, regarding the Regulations and Procedures of Reconciliation in the Offenses Related to Public Shareholding Companies (which also did not exist in the Repealed Governance Rules).</span></p>\r\n<p class=\"p6\"><span class=\"s1\"><strong>Conclusion</strong></span></p>\r\n<p class=\"p1\">In light of the above and the previous three parts of this article, it is clear that the New Governance Rules introduce several improvements that have either rectified, or filled in gaps that used to exist under the Repealed Governance Rules. There are several major differences between the New and Repealed Governance Rules. The New Governance Rules introduce new provisions that did not exist before, and structure the corporate governance principles in a more organized manner.</p>\r\n<p class=\"p1\">It can be said that the New Governance Rules have strengthened the normative framework for public joint stock companies’ corporate governance.</p>\r\n<p class=\"p1\">However, we still believe that there is room for additional improvements since several provisions of the New Governance Rules need to be put into practice, and the interpretation and clarification by the SCA of some provisions is needed.</p>'),
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(102589, 5578, 'content', 'February 2017\r\n\r\n<hr />\r\n<p class=\"p1\">In this article, we consider the implications of this recent law which we consider will add value for lenders across the UAE, namely; Federal Law No. 20 of 2016 concerning the Mortgage of Moveable Assets to Secure a Debt (the “Law”). The Law was published in the Federal Gazette no. 609 dated 15 December 2016 and is due to come in effect 90 days after the publication (the “Effective Date”).</p>\r\n<p class=\"p1\"><span class=\"s1\"> The Law is a welcome change as it provides lenders with the ability to register effective security over moveable assets, a problem both lenders and debtors have struggled with for some time. The Law applies to pledges over tangible or intangible moveable assets that exist at present or in the future. The Law does not apply to moveables for which existing laws already require registration or for which a special register already exists. For example, such as a pledge over shares registered with the Economic Department in an Emirate or a pledge over vehicles registered with the applicable traffic departments in each Emirate. </span></p>\r\n<p class=\"p2\"><span class=\"s2\"><strong>What are the main implications?</strong></span></p>\r\n<p class=\"p3\">Prior to the Law, lenders relied on the provisions of the Civil Code to create a possessory pledge over moveable assets. Under the Civil Code, such a pledge over moveable assets was only valid if:</p>\r\n\r\n<ul>\r\n 	<li>the assets were capable of delivery at the time the pledge is made, and capable of being sold by public auction;</li>\r\n 	<li>the assets were in the possession of the pledgee or a neutral third party as bailee; and</li>\r\n 	<li>the pledgor was the owner of the assets pledged and competent to make dispositions over it.</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p6\">The Law has perhaps most significantly, changed this position by allowing a mortgage of moveable assets without the need to transfer the possession to the mortgagee or third party as bailee, if the mortgage is registered in the registry to be established under the Law (“Security Registry”) – see further below. Some other significant changes that the Law has introduced are:</p>\r\n\r\n<ul>\r\n 	<li><strong>Definition of Moveable Assets</strong> - Article 3 of the Law defines the assets that can be mortgaged. The definition in the Law encompasses all moveable assets including, among other things (i) any moveable tangible or intangible assets, existing or in the future; (ii) “indebtedness” (ie accounts payable owed to the pledgor); (iii) credited and deposits bank accounts including the current accounts; (iv) documents of title (including bills of lading); and (v) property accessory to immoveable property. Prior to the Law, the Civil Code did not allow for future assets to be pledged. This is a notable change however caution is necessary—the extent to which the UAE Courts consider the Law must be reconciled with the position under the Civil Code will not be known until a case where the issue is raised is determined. Bank accounts were also pledged by relying on generic provisions of the Civil Code which was not well suited to accounts with fluctuating balances. The ability to specifically deal with the indebtedness, future assets, documents of title, fungible assets and also bank accounts (among others) under the Law should afford greater comfort to Lenders interested in such security. The Law does not apply to moveable assets that require registration in a special register under an existing law (like listed shares, vehicles, ships, aircraft and certain free zone security).</li>\r\n 	<li><strong>Security Registry -</strong> The Law requires the registration of mortgages over moveable assets in the Security Registry. The Security Registry is yet to be created and the Law provides for it to be created by a Cabinet resolution. The Cabinet resolution will likely give more insight into the structure of the Security Registry, where it will be located, who will manage it and specific registration requirements. We understand the Ministry of Finance is in discussion with potential parties to manage the Security Registry and there will likely be developments in this regard in the next few months.</li>\r\n 	<li><strong>No possession –</strong> As discussed, the Law permits the mortgage of moveable assets without the need to transfer the possession to the mortgagee or third party. This will be significant in certain trade finance transactions, where it was not always possible to arrange for a third party bailee to take possession of the goods. Under the previous Civil Code regime, in pledges over the assets of a borrower, the borrowers usually appointed an employee or director of the shareholder of the borrower to act as the bailee. This arrangement was often tenuous and lenders often faced difficulties holding the bailee responsible. In addition, there was often hesitation to appoint a bailee as there was a possibility of criminal sanctions on the bailee for misconduct which affected the pledged assets. With the removal of this requirement, the Law streamlines the practical process of taking a pledge over the moveable assets.</li>\r\n 	<li><strong>Other security -</strong> The Security Registry can accept the registration of other rights, such as (i) the lessor’s right over the assets in the case of operational lease agreements, if the agreement is for one year or more; and (ii) the lessor’s right under finance lease agreements.</li>\r\n 	<li><strong>Registration in the Security Registry –</strong> Article 10 of the Law provides that a pledge over moveable assets shall only be effective against third parties if it is registered in the Security Registry. It is not clear at the moment how the registration process will work practically and it is expected that more details of how the process of registering a pledge in the Security Registry will be specified in the Cabinet Resolution establishing the Security Registry. Article 10(2) also specifies that once a pledge has been registered in the Security Registry in accordance with the Law, no further pledge or charge shall be created on the same assets unless it is registered on the Security Registry. This provision, along with with Article 17 of the Law, allow for ranking charges to be registered on the Security Registry. The priority in the ranking shall be determined based on the date and time of registration of the pledge in the Security Registry.</li>\r\n 	<li><strong>Enforcement -</strong> The registration of pledges will make the right of recourse and enforcement more easy and clear. The registration will establish priority and allow the trace of goods in custody of third parties (except where goods are sold in the ordinary course of trade); thereby eliminating the risk of fraud and disposition. This is relevant especially to financing by way of trust receipt where, in our experience, it is often difficult to enforce the trust receipt if goods are sold to third parties.</li>\r\n 	<li><strong>Public Searches –</strong> A notable issue that lenders previously faced was that there was no way to verify if any charges existed on the assets that they intended to take a pledge over. This issue has been resolved by the Law by allowing for public searches of the Security Registry. Article 7 of the Law allows third parties to search the Security Registry and obtain basic information from the Security Registry. Such information will be usable as evidence when undertaking enforcement. The parties to the pledge may decide how much of the information relating to the pledge will be available to the public on the Security Registry, however the Law provides that in all cases some basic information will be searchable. There is a concern that the ability to restrict information may offset the benefits of the public searches, with contracting parties imposing overburdensome restrictions which may lead to information not being consistent between registrations. We hope that the proposed Cabinet Resolution will clarify this issue by restricting parties’ right only to only limit information that is commercially sensitive and ensuring the basic information includes the parties, the assets that are subject to pledge, its value and duration as a minimum requirement.</li>\r\n 	<li><strong>Payment in Kind -</strong> The Law gives the mortgagee the right during the mortgage, or at maturity of the debt, to agree with the mortgagor to receive the title of the mortgaged assets (wholly or partly).</li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p3\"><strong>Direct Enforcement (Out of Court)</strong></p>\r\n<p class=\"p3\">The Law introduces another important process of enforcement – the right of self help. This allows the pledgee direct recourse against the pledged goods in certain limited circumstances. Article 27 and 28 of the Law specifies that limited circumstances in which such enforcement is possible.</p>\r\n<p class=\"p1\">In order to undertake direct enforcement against pledged assets generally, the pledge must notify all concerned parties (pledgor, the bank, the holder of bonds or documents subject of the pledge etc.). The Law does not give time limit for such notice; therefore (unless regulations specify otherwise), the parties are free to agree on a suitable period for the notice; unless expressly waived. Certain types of collateral have bespoke direct enforcement mechanisms.</p>\r\n<p class=\"p1\">The direct enforcement can be effected in respect of the following specific collateral as follows:</p>\r\n\r\n<table class=\"t1\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p7\"><span class=\"s4\"><strong>Type of Pledge</strong></span></p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p7\"><span class=\"s4\"><strong>Means of Direct Enforcement</strong></span></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Moveable assets (generally)</p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">By private sale, subject to prior agreement, notification to relevant parties and no other security interest existing.</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Claims and Receivables.</p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Set off if the pledgee is a bank and by claim if the account is held at another bank.</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Bonds and written instruments that are negotiable and transferable by way of delivery or endorsement.</p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Through delivery or endorsement if their value is equal to the right of pledge.</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">Written papers that are negotiable and transferable by way of delivery or endorsement if it is related to goods.</p>\r\n</td>\r\n<td class=\"td1\" valign=\"top\">\r\n<p class=\"p8\">By application to the summary judge for the issuance of an urgent order.</p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p class=\"p3\"><strong>Enforcement through the Court</strong></p>\r\n<p class=\"p3\">The Law grants authority to summary judges to issue orders for enforcement of a registered pledge. In order to do so the pledgee must submit the following documents:</p>\r\n\r\n<ul>\r\n 	<li>Copy of the pledge contract and the details of the pledged property as per the register;</li>\r\n 	<li>Name and address of the execution applicant;</li>\r\n 	<li>Names and addresses of the pledgor and the debtor;</li>\r\n 	<li>Name of the proprietor of the pledged asset if it is in possession by a third party;</li>\r\n 	<li>Name and address of the owner of the moveable asset to which the right of pledge is attached;</li>\r\n 	<li>Proprietor of such asset;</li>\r\n 	<li>Owner of the asset on which the subject of the pledge exists and proprietor of such asset, as appropriate.<strong> </strong></li>\r\n</ul>\r\n&nbsp;\r\n<p class=\"p2\"><span class=\"s2\"><strong>Process of Sale</strong></span></p>\r\n\r\n<ul>\r\n 	<li><strong>Penalties -</strong> The Law penalizes the pledgor, the pledgee, the debtor or the possessor of the mortgaged assets in case of the disposal or damage to the mortgaged assets contrary to the mortgage agreement. The penalty is potential imprisonment and a fine of not less than AED 30,000. If such criminal actions are committed by a corporate entity, the penalty shall be applied to the board members, the joint shareholders and appointed employees at the corporate entity committing such acts. This is significant as it imposes penalties on the pledgor and its staff for unauthorized disposals, but also implies that even officers of banks may be subject to penalties for non-compliance of the Law.</li>\r\n 	<li><strong>Compliance period –</strong> The Effective Date is noted above. There are also certain regulations that are to be issued and published, which will likely lay down the more operational aspects of the Law. These regulations are to be published within six months from the Law coming in to force. The Law also allows a period of one year from the enactment of the Law for existing mortgages to be registered. For many banks this will mean reviewing all existing security packages to assess whether all or part of the security should be registered on the Security Register.</li>\r\n</ul>\r\n<p class=\"p1\">In summary, the Law has introduced substantial and welcome changes in the market for secured lending while also providing lenders with better information on borrowers and providing them with greater comfort in taking security over moveable assets. Although there are many aspects of the implementation of the Law that remain uncertain at this point, one thing is abundantly certain – the Law is a welcome addition to the legal landscape of the UAE.w</p>'),
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(96330, 5231, 'content_description', 'Most of the conditions in Egypt in respect of working hours are in general moderate and efficient. '),
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(96332, 5231, 'pageSummary', 'Most of the conditions in Egypt in respect of working hours are in general moderate and efficient.'),
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(96340, 5231, '_yoast_wpseo_metadesc', 'The overtime provisions as set out in the Egyptian Labor Law No. 12 of 2003 (the “Labor Law”) are regularly breached by employers both in respect of white and blue collar workers. This article explores the law and the challenges faced by employers in being in compliance with it.'),
(96341, 5232, 'content', 'September 2015\r\n\r\n<hr />\r\n\r\nIn an attempt to restore investor confidence in the real estate sector, the Kingdom of Bahrain has recently introduced a raft of measures designed to regulate its property development industry. Law No. 28 of 2014 on real estate developments (the “Law”), issued in August last year, set out the overall framework of this new regulatory regime. The Law includes provision for setting up an authority to regulate property development in Bahrain. An executive regulation (the “Regulation”) issued under the Law in May this year sets out the functions of the new regulator. The Regulation operates at two levels: it regulates both the developer and each project undertaken by that developer, and this article will discuss the application of the Regulation to them.\r\n\r\n<strong>Developer’s Licence</strong>\r\n\r\nAny developer wishing to undertake property development in the Kingdom must submit an application to the Ministry of Works, Municipalities Affairs and Urban Planning (the “Ministry”) in the prescribed form. Licenses will only be issued to entities which:\r\n<ul>\r\n 	<li>are competent to undertake property development</li>\r\n 	<li>are of good reputation</li>\r\n 	<li>have not been convicted of any crime involving “moral turpitude”</li>\r\n 	<li>have not been adjudged bankrupt</li>\r\n 	<li>are registered in the commercial registry (i.e. they must be a corporate entity).</li>\r\n</ul>\r\n&nbsp;\r\n\r\nThe Ministry has 60 days to consider an application for a development licence. Once awarded, a development licence is valid for five years. However, a licensed developer can only undertake real estate developments in Bahrain if it has also been entered on the register of developers and has been granted a certificate of fitness to practice, for which a further application is required.\r\n\r\n<strong>Development Licence</strong>\r\n\r\nA licensed developer holding a certificate of fitness to practice can only commence work on a project after the plans for that project have been approved by the Ministry and a licence for that particular development has been issued. To apply for a licence, a developer must make an application to the Ministry in the prescribed form and submit the following documents:\r\n<ul>\r\n 	<li>the title deeds to the property to be developed</li>\r\n 	<li>the development licence and the building permit for the project issued under Law No. 13 of 1977 in regard to building regulations</li>\r\n 	<li>an undertaking from the main contractor and sub-contractors to start work on the project within the period specified in the licence (if any)</li>\r\n 	<li>a letter from a consultant engineer setting out the estimated value of the project</li>\r\n 	<li>an undertaking from the developer to retain the ownership of the communal areas of the project</li>\r\n 	<li>if the project is being built on reclaimed land, the reclamation approval from the technical services directorate at the municipality where the land is located</li>\r\n 	<li>the form of sale contract between the developer and a buyer</li>\r\n 	<li>construction and architectural designs approved by the technical services directorate at the municipality where the land is located</li>\r\n 	<li>a letter from the project account manager confirming that the developer has deposited a sum equivalent to 20% of the estimated value of the project (including the land acquisition cost) in the project escrow account</li>\r\n 	<li>audited accounts of the main developer and any sub-developer</li>\r\n 	<li>a feasibility study of the project setting out its successive phases</li>\r\n 	<li>evidence that the developer has at least three years experience in property development;</li>\r\n 	<li>copies of the architectural drawings submitted to the relevant municipality</li>\r\n 	<li>any other documents requested by the Ministry.</li>\r\n</ul>\r\n&nbsp;\r\n\r\nApplications are determined within 60 working days, although the Minister has the discretion to extend that period by a further 30 days. Successful applicants are awarded licences with a maximum term of three years. Licensed developments must be carried out in accordance with the documents submitted with the application, which can only be deviated from with the consent of the Ministry.\r\n\r\n<strong>Payment Milestones</strong>\r\n\r\nThe Regulation provides for the following payment milestones, although the developer and buyer are free to agree their own payment plan should the circumstances of any given development require it:\r\n\r\n<strong>Project Account Manager</strong>\r\n\r\nThe Regulation also introduces the requirement for every development to have a project account manager appointed in writing by its developer. The written agreement between the developer and the project account manager must be submitted to the Ministry together with a completed application form. The project account manager’s name will then be entered on a register of the project account managers of all current developments.\r\n\r\nThe project account manager’s main role is to open and maintain a project escrow account into which a sum equivalent to 20% of the estimated value of the project (including the land acquisition cost) must be deposited. The project account manager is obliged to maintain (and to provide to the Ministry on its request) a record of payments into and out of the project account.\r\n\r\n&nbsp;\r\n\r\nIn conjunction with the Regulation, the Central Bank of Bahrain has issued a resolution (No. 28 of 2015) regulating the role of the project account manager (the “Resolution”). The Resolution specifies that the project account manager must be a retail bank licensed by the Central Bank of Bahrain and the project escrow account must be managed by bank employees who have at least three years’ banking experience. The Resolution also provides that the project account manager must:\r\n<ul>\r\n 	<li>not provide any other financial services to the development</li>\r\n 	<li>not grant security over the project escrow account</li>\r\n 	<li>ensure that only depositors have access to account records</li>\r\n 	<li>provide regular statements of receipts and disbursements to the Municipality One Stop Shop (Bahrain’s new, centralised location for regulating and monitoring development projects on behalf of all Bahrain’s municipalities)</li>\r\n 	<li>provide a final statement of account to the developer if the agreement between the developer and the project account manager is terminated for any reason or the project escrow account is closed for any reason before the completion of the project.</li>\r\n</ul>\r\nThe Resolution also requires the project account manager to hold in the project account all money relating to the project including any third party financing money and only to disburse that money with the prior approval of the development’s consultant engineer.\r\n\r\n<strong>Finally or Temporarily Stalled Projects</strong>\r\n\r\nIn addition to setting out procedures to be followed by the developer and the buyer on the handing over of a unit at the successful completion of a development, the Regulation provides mechanisms for dealing with “finally” and “temporarily” stalled projects. Stalled projects, and the consequences to would-be purchasers of units in them, have been of particular concern in Bahrain. In the case of temporarily stalled projects (i.e. projects on which no work has taken place for less than a year), the ministerial committee for reconstruction and infrastructure (the “Committee”) is empowered to take all necessary measures to protect would-be purchasers and/or ensure the completion of the project and/or return deposits. In the case of finally stalled projects (i.e. project on which work has stopped for more than a year), the Committee is empowered to request that the Real Estate Disputes Committee requires the developer in question to complete the development using its own resources or that the development is sold and the proceeds of sale distributed to the depositors/would-be purchasers.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nOnly time will tell whether Bahrain’s new regulated regime for property development will prove effective. Indeed, painful as it is to contemplate such a prospect, it will take another downturn in the property market for it to be truly tested. Nevertheless, the new regime, of which the Regulation and the Resolution are important elements, is a clear demonstration of the Bahraini government’s commitment to making Bahrain an attractive destination for both developers and purchasers.'),
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(96359, 5233, 'content', 'September 2015\r\n\r\n<hr />\r\n\r\nThis Law supports the government of Jordan’s goal of striving to lead the economy to stability and attract foreign investors. This will be achieved through developing its laws and systems to enable Jordan to meet global market standards.\r\n\r\nThe Law improves and develops on previous initiatives, and retains certain benefits that were already granted to investors.\r\n\r\n<strong>Key Areas that Remain Unchanged </strong>\r\n\r\n<em>Powers of Council of Ministers</em>\r\n\r\nThe Law empowers the Council of Ministers with the right to grant any project (economic activity) falling within any exempted sectors, such as energy, ICT-BPO and tourism, additional exemptions, privileges and incentives based on the location of the project.\r\n\r\nNon-Jordanian same as Jordanian\r\n\r\nThere is a reaffirmation, as in previous initiatives, that Non-Jordanian investors shall be treated like Jordanian investors.\r\n\r\n<strong>Key Areas Addressed in the Law</strong>\r\n\r\n<em>Economic Activities</em>\r\n\r\nThe pervious initiatives used the term “Project” to describe investor activity in Jordan. The Law has changed the term to “Economic Activity”, and has expanded the definition such that is not limited to activities covered only by the Law or any instructions or regulations. This expansion is for the benefit of investors in Jordan.\r\n\r\n<strong>Expansion of Sectors</strong>\r\n\r\nThe Law expands the sectors covered by the previous investment promotion initiatives to include crafts and services; in addition to manufacturing, agriculture, hospitality, healthcare, entertainment cities, research centres, media production, convention centres and events, transport, distribution and/or extraction of water, gas and oil derivatives using pipelines, air transport, sea transport and railways.\r\n\r\nFor these Sectors, any materials, equipment, or necessary items needed for carrying out the economic activity whether imported or purchased locally, will be automatically exempt from any customs fees and will be subject to 0% sales tax.\r\n\r\n<strong>Capital Investment </strong>\r\n\r\nThe Law provides that foreign capital investments may be in cash, in-kind, material, or moral rights of a financial value, which include trademark and patents. This is an expansion from the definition used in the previous initiatives.\r\n\r\nPursuant to the above, the Law further stipulates that no restrictions shall apply to foreign capital investment amounts within the development zones and/or the free zones. Previous initiatives had capped the foreign investment. Therefore, we are happy to see such capping removed.\r\n\r\nMoreover, the Law continues with the spirit of previous initiatives, and has granted foreign investors the right to withdraw the entire amount of the investor’s investment in Jordan, to transfer any capital gains, liquidate and or withdraw and sell the investor’s share in their investment, and lastly to run their economic activity any way they deem appropriate and fit to achieve success and profits.\r\n\r\n<em>Deductions and Exemptions </em>\r\n\r\nThe Law provides a wide range of exemptions and deductions on income tax, sales tax, and customs fees.\r\n\r\nNot only that, the Law categorises items necessary to carry out the economic activity into schedules and stipulates that based on these, the income tax department and the sales tax department have to refund any tax paid within 30 days from the date that such a request is submitted.\r\n\r\nFurther, the Law categorizes deductions on items and materials needed for carrying out the economic activity based on the location of the activity, whether it is within the development zone, the industrial zone, or the free zone. Investors in each area get different benefits. For instance, in the development zones, material needed to building infrastructure, machines etc. are all exempt from customs fees. In the free zones, the exemptions are on the goods being exported out of Jordan.\r\n\r\n<em>Income Tax Deductions</em>\r\n\r\nCompanies carrying out economic activities in the development zone will be taxed at a rate of 5% on their income.\r\n\r\nCompanies carrying out economic activities in the industrial zone will be taxed at the same rate of 5% on their income.\r\n\r\n<em>Sales Tax Deductions/Exemptions</em>\r\n\r\nHere, the Law stipulates that any goods or services, whether imported or local, needed for carrying out the economic activity will be assessed a 0% sales tax, otherwise the regular sales tax rate will apply if the good or services are not used for the benefit of the economic activity.\r\n\r\n<em>Past Granted Exemptions</em>\r\n\r\nThe Law only provides investors with one option as opposed to past legislation where investors were granted the option of either continuing with the old exemptions or adjusting their status to apply the new exemptions to the economic activities.\r\n\r\nUnder the Law, investors are able to maintain and enjoy already granted exemptions until they are due to expire. They are not given the option of adjusting their status to take advantage of the new Law.\r\n\r\nHowever, the Law does grant investors who have not began work on the economic activity for which they obtained exemptions a period of two years to commence work on the project or risk losing these past exemption.\r\n\r\n<em>Investment Window </em>\r\n\r\nThe Law establishes a one-stop shop, the Investment Window, with the aim of providing a single point of contact to license economic activities in Jordan. Through the Investment Window, the Law creates a streamlined and co-ordinated mechanism necessary to acquire all the required approvals for investors.\r\n\r\n<strong>Key Areas Not Addressed in the Law</strong>\r\n\r\n<em>Income Tax </em>\r\n\r\nIn the previous initiatives, there were specific categorization of the zones, the income tax exemption rate, and the period for which the exemption applied. Different areas and categories received a different rate.\r\n\r\nHowever, under the Law these specifications have not been determined yet. They are set to be determined in accordance to instructions to be issued soon.\r\n\r\n<em>Merger</em>\r\n\r\nPervious initiatives had clearly discussed investors merging their projects. However, under this Law there is only one article that discusses the ability to merge and continue to benefit from the exemption, but it refers to instructions that are yet to be drafted for further details.\r\n\r\n<em>Future Impact</em>\r\n\r\nWith the new Law’s investment incentives, such as the automatic exemptions from customs and sales tax, investors will hopefully be more interested in entering the Jordanian market and commence economic activities that take advantage of all these benefits.'),
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(96396, 5236, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThe CML has regulated the submission of tender offers, whether mandatory (required by the CML and its relevant regulations) or optional. The regulations were issued to achieve certain goals, including transparency, equality, access to information, market protection, regulating conflict of interest and proper use of insider information.\r\n\r\nMandatory tender offers (which must be offered to all shareholders of the relevant company) is required when a person (along with its related parties): (i) acquires more than one-third of the capital or the voting rights of a target; (ii) if owning more than one-third but not exceeding half of the issued capital and voting rights and undertakes a transaction that results in ownership in excess of half of the issued capital or voting rights, or an increase of two percent in any 12-month period; or, (iii) if owning more than half but not exceeding three-quarters of the issued capital and voting rights and undertakes a transaction that results in ownership in excess of three-quarters of the issued capital or voting rights, or an increase of two percent in any 12-month period.\r\n\r\nMandatory tender offers are generally non-conditional. However, the Egyptian Financial Services Authority (EFSA) may condition offers by success of acquisition of certain thresholds in certain instances.\r\n\r\nEFSA may exempt persons (and their related parties) from the mandatory tender offer regulations in certain events, including without limitation: transfer of shares to parents and siblings; inheritance; regulated mergers; sale by banks of pledged shares; and, restructuring of group companies.\r\n\r\nGenerally, the applicant of a tender offer (either mandatory or optional) must submit the draft tender offer to EFSA, including necessary information on the applicant, shares sought to be acquired, method of acquisition (cash, share swap or otherwise) and the percentage already owned by the relevant applicant and its related parties. The regulations have set a clear definition of related parties and control, which properly regulate the market and grant sufficient protection to minority shareholders.\r\n\r\nTo further protect the interests of the minority shareholders and market stability, EFSA was granted the right to mandate the relevant target company to provide a fair market value report within 15 trading days from the date of disclosure of the draft tender offer, Such action applies in the following events: (i) the applicant or its related parties own 20% or more of the share capital of the target, is a board member of a member of the top management of the target; (ii) the price offered for shares is a share swap or a mixed offer (cash and shares); (iv) the shares of the target are actively traded shares; and (v) other events where EFSA deems such valuation necessary for the protection of the shareholders and the interest and stability of the market.\r\n\r\nEFSA must promptly inform the Egyptian Stock Exchange once it has approved the receipt of the draft tender offer and the latter must post it on its screen. Once the tender offer is approved, it has to be published in in two daily widespread morning newspapers, one of which is in Arabic. The duration of validity of the tender offer will be no less than 10 trading days and may be extended to 20 trading days if the target company is required to submit a valuation report.\r\n\r\nTo further regulate the tender offer process, certain requirements are set on all relevant and related parties to the applicant and the target. All such parties shall maintain highest level of care on information being disclosed in relation to the offer. Further, the directors and management of the target will not undertake any action or disposition that may lead to a material adverse effect.\r\n\r\nAn approved tender offer is not immune from competing offers being issued by other third parties. At any time after publication of the first tender offer until five trading days before the lapse of the validity period of such offer, competing tender offers may be submitted. Generally, competing tender offers must offer cash with at least a two percent increase from the former offer. EFSA may resort to receiving sealed bids in the event the process takes more than 60 trading days.\r\n\r\nThe CML does not grant any squeeze-out rights to majority shareholders. On the contrary, if a person and its related parties have control of 90% or more of the relevant company, shareholders owning three percent or more may, within 12 months from such ownership threshold being reached, request EFSA to oblige the majority shareholder to tender for the minority shares.\r\n\r\n<em>This article was first published in IFLR Magazine September 2015.</em>'),
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(96402, 5236, 'pageSummary', 'The Egyptian Capital Market Law and its regulations (CML) has regulated the acquisition of listed stock and gaining control over listed entities.'),
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(96415, 5237, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThe Committee’s stated objectives were to (a) improve the banking sector’s ability to absorb shocks arising from financial and economic stress, whatever the source; (b) improve risk management and governance; and (c) to strengthen banks’ transparency and disclosures. One of the key recommendations of the Committee related to the necessity for higher global minimum capital standards for commercial banks\r\n\r\nIn response the Qatar Central Bank issued Circulars 3/2014 (relating to conventional banks) and 6/2014 (relating to Islamic banks) (“Capital Regulations”) implementing minimum capital adequacy requirements in accordance with the Basel III Framework.  In summary, banks in Qatar are required (from 31 March 2014) to maintain a minimum Capital Adequacy Ratio (aggregate of Tier 1 and Tier 2 capital) of 12.5%. The total minimum Capital Adequacy Ratio should consist of Tier 1 Capital (the aggregate of common equity Tier 1 capital and Additional Tier 1 capital) of at least 10.5%. The Capital Regulations also specified an implementation timetable between 2014 and 2019.\r\n\r\n<strong>Contingent Convertible Bonds (CoCos)</strong>\r\n\r\nCertain types of debt instruments known as contingent convertible bonds (CoCos) are categorised by the Qatar Central Bank as Additional Tier 1 capital. CoCos are debt securities (bonds, notes, Sukuk) that can be converted into shares of the issuing entity upon the occurrence of certain trigger events. The terms and conditions of all CoCos (that are to be classified as Additional Tier 1 capital) must have a provision that requires such instruments, at the option of the Qatar Central Bank, to either be written off or converted into shares upon the occurrence of certain trigger events. The first trigger event is that the issuer would become non-viable if the conversion or write-off was not effected. The second trigger is the decision to make a public sector injection of capital, or equivalent support without which the issuer would become non-viable. Any conversion of the CoCos would occur only on the direction of the Qatar Central Bank and on occurrence of one of the trigger events. These feature are referred to as loss absorption features.\r\n\r\nIn addition to the loss absorption features noted above, CoCos are subordinate to depositors and other unsecured creditors of the issuer and the Qatar Central Bank has the discretion to cancel coupon payments.\r\n\r\n<strong>Legal Issues with CoCos</strong>\r\n\r\nThe Commercial Companies Law (Law No 11 of 2015) sets out the provisions relating to issuance of bonds by joint stock companies. The Commercial Companies Law contains specific provisions relating to convertible bonds including the corporate and regulatory approvals that are required to be adhered to. Therefore, there is a legal basis for the issuance of CoCos in Qatar. However, there are two potential issues that should be considered when structuring a CoCo issuance.\r\n\r\nArticle 177 of the Commercial Companies Law states that where the issuer has resolved to convert bonds into shares, the bondholders should have the option of collecting the principal amount or accepting shares. This provision presents a potential contradiction in the context of a conversion of CoCos into shares. Where the issuer of the CoCos is facing insolvency, the bondholder would prefer to collect the principal amount (given the option) rather than the shares of the issuer. Article 177 would have to be carefully dealt with at the time of drafting the terms of a CoCo issuance.\r\n\r\nThe other potential problem relates to the increase of share capital at the time of conversion. Article 191 of the Commercial Companies Law requires any resolution of the extraordinary meeting of shareholders to be held not more than one year prior to the proposed increase in share capital. This would require the cooperation of the shareholders at the time of the conversion of the CoCos into shares of the issuer.\r\n\r\n<strong>Features of  CoCos as Additional Tier 1 Capital</strong>\r\n\r\nThe Capital Regulations specify certain criteria that should be met by banks in order for their debt issuances to qualify for inclusion as Additional Tier 1 Capital. The following is a summary of the significant features of such issuances:\r\n<ol>\r\n 	<li>The instruments should be subordinated to depositors, general creditors and subordinated debt of the bank.</li>\r\n 	<li>The instruments should not be secured or guaranteed.</li>\r\n 	<li>The instruments should be perpetual i.e there is no maturity date and there are no step-ups or incentives to redeem.</li>\r\n 	<li>The instruments may be callable at the initiative of the Issuer only after a minimum of five years:\r\n- to exercise a call option the Issuer must receive prior approval of the Qatar Central Bank; and\r\n- the issuer must not do anything which creates an expectation that the call will be exercised.</li>\r\n 	<li>Coupon discretion:\r\n- the Qatar Central Bank and the Issuer must have full discretion at all times to cancel distributions/payments;\r\n- cancellation of discretionary payments must not be an event of default;\r\n- the Issuer must have full access to cancelled payments to meet obligations as they fall due;\r\n- cancellation of distributions/payments must not impose restrictions on the bank except in relation to distributions to common stockholders; and\r\n- the instruments must not have credit sensitive dividends, that is the coupon that is reset periodically should not be based in whole or in part on the Issuer’s credit standing.</li>\r\n 	<li>The terms of the instrument must contain a provision that requires such instruments, at the option of the Qatar Central Bank, to either be written off or converted into common stock upon occurrence of the following events:\r\n- the Issuer would become non-viable without the write-off;\r\n- the decision to make a public sector injection of capital, or equivalent support without which the Issuer would become non-viable.</li>\r\n</ol>\r\nThe primary draw of such instruments is the quality of the bank that is the issuer and higher (anticipated) coupon payments. These instruments have been widely issued by banks in the GCC and market participants expect issuances to continue in the near future.\r\n\r\n<em>A version of this article was first published in IFLR Magazine September 2015.</em>'),
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(96433, 5237, '_yoast_wpseo_metadesc', 'In response to the financial crisis leading to the collapse of Lehman Brothers, the Basel Committee on Banking Supervision issued a comprehensive set of reform measures, developed to strengthen regulation, supervision and risk management of the banking sector.'),
(96434, 5238, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nFor these reasons, the government has drafted an amendment to the Jordanian Banking Law No. 28 of 2000 (“the “Banking Law”) in a manner that gives the Central Bank more oversight and authority over the management in banks in order to maintain the security of all financial transactions deriving therefrom. The draft of the Amended Banking Law (the “Draft”) has not yet been passed as it is still under review.\r\n\r\n<strong>Appointing the Management of the Bank </strong>\r\n\r\nFirst, the Draft gives the Central Bank full discretion to determine the number of members of the Board of Directors and the Independent Members in addition to the conditions and requirements of this independence. These requirements have been highlighted in the Corporate Governance Instructions for Banks No. 58 of 2014 (the “Instructions”),  which provides in Article 6(d)  that the qualification of a Board Member as an independent director shall be subject, as a minimum, to the following requirements:\r\n<ul>\r\n 	<li>not to have been an executive director of the bank’s board within the last three years of the execution date of the Instructions;</li>\r\n 	<li>not to have been an employee of the bank or any subsidiary thereof, within the last three years of the execution date of the Instructions;</li>\r\n 	<li>(not to be related, up to the second degree, to any other board member or  a member of any board of any subsidiary of the bank, or to any qualifying shareholder of the bank (i.e. a person holding directly or indirectly 5% or more of the share capital of the bank) (“Qualifying Shareholder”);</li>\r\n 	<li>not to be related, up to the second degree, to any of the senior executive manager of the bank or any senior executive manager of any subsidiary of the bank;</li>\r\n 	<li>not to be a partner or employee of the bank’s external auditor, whether a current auditor or an auditor appointed within the last three years, and for said member not to be related, up to the first degree, to the person responsible for auditing the bank;</li>\r\n 	<li>not to be a Qualifying Shareholder of the bank, or a representative of or affiliated to a Qualifying Shareholder, or otherwise with its affiliates a Qualifying Shareholding, or be a Qualifying Shareholder of a subsidiary of the bank or of the bank’s group;</li>\r\n 	<li>not to have occupied the position of Board Member or member of a management committee of the bank or any of its subsidiaries for more than eight consecutive years;</li>\r\n 	<li>for the said member and any company in which he is a Board Member or Qualifying Shareholder, not to have been granted credit by the bank exceeding 5% of the subscribed share capital of the bank, nor to have been a guarantor to a credit exceeding the same threshold; and</li>\r\n 	<li>to hold high financial or banking expertise and qualifications.</li>\r\n</ul>\r\nThe Central Bank also has the right to object to the nomination of any person to the membership of the Board of Directors if the Central Bank finds that the nomination contradicts the requirements stated above or if this person is less than twenty five years of age, not of good reputation or is a member of the Board of Directors, general manager, regional manager or an employee of any other bank (provided that this bank is not an affiliate).\r\n\r\nSecondly, the Draft stipulates that the general manager of the bank shall not be related, up to the third degree, to the chairman of the Board of Directors, any of its members or any Qualifying Shareholder. The Central bank shall also be entitled to apply the same condition to any of the high positions in the bank. Additionally, the Central Bank may object to the appointment of the general manager of the bank or any of the high positions if the appointment was not in full compliance with article 25 of the Banking Law which explicitly requires the appointed person to be of good reputation, not to be a member of the Board of Directors of any bank (provided that this bank is not an affiliate), to be fully dedicated to managing the bank’s activities and to hold sufficient banking expertise and qualifications.\r\n\r\n<strong>Financial Crisis Procedures </strong>\r\n\r\nIn the event that a bank encounters a situation that has a fundamental effect on its financial status, the Draft entitles the Central Bank to take, in coordination with Jordan Deposit Insurance Corporation (the “JDIC”), any of the procedures stated below if it would be a better approach to achieve financial banking stability and of lower cost than commencing the liquidation process:\r\n<ul>\r\n 	<li>issuing a decision to merge the bank with another bank, subject to the approval of the second bank.</li>\r\n 	<li>issuing a decision to sell the bank or any of its assets, rights, liabilities and obligations against other banks.</li>\r\n 	<li>the JDIC shall endure the difference between the value of the assets and the rights of the bank and the value of the liabilities and obligations of the banks for the purposes of enforcing (a) and (b).</li>\r\n</ul>\r\nIf the sale or merger stated above were not possible or if the Central Bank saw that delaying this decision may decrease the cost of correcting the situation, then the Central Bank may establish a bridge bank in coordination with the JDIC. The following provisions shall be utilized to facilitate the creation and operation of this bridge bank:\r\n<ul>\r\n 	<li>the Central Bank determines the assets, rights, liabilities and obligations that are to be transferred from the bank to the bridge bank.</li>\r\n 	<li>The Companies General Controller shall, upon the request of the Central Bank, register the bridge bank in the public shareholding companies registry  in addition to the issuance of a registration certificate for that bank which provides its ownership and those authorized to sign on its behalf however specified by the Central Bank. Noting that the bridge bank shall not be subject to the provisions of the Companies Law, the Securities Law or any legislation deriving therefrom.</li>\r\n 	<li>The Central Bank shall issue a decision to liquidate the bank that is encountering financial problems and refer it to the JDIC for the purpose of liquidating the assets, rights, liabilities and obligations that were not transferred to the bridge bank. Further, the Central Bank shall, in coordination with the JDIC, set out the necessary arrangements to determine the manner in which the JDIC is going to execute its obligations along with the conditions and provisions for the same that are provided in the Deposit Insurance Corporation Law No. 33 of 2000.</li>\r\n 	<li>The bridge bank shall conduct the banking duties in accordance with the arrangements determined by the Central Bank in terms of the management or the type of the activities being practiced, all under the supervision of the Central Bank until the Central Bank takes the decision it deems fit and appropriate; i.e. selling or merging the bank.</li>\r\n 	<li>In the event that the assets and rights of the bridge bank are less than its liabilities and obligations, the JDIC shall cover the discrepancy in accordance with the arrangements agreed upon with the Central Bank.</li>\r\n</ul>\r\nIt is also worth noting that, in relation to the above, the Draft further empowers the Central Bank as follows:\r\n<ul>\r\n 	<li>The Central Bank shall substitute the bank’s Board of Directors, the ordinary and the extraordinary general assembly in all the stages required in order to proceed with the above-mentioned procedures.</li>\r\n 	<li>The assets, rights, liabilities and obligations of the bank shall be assessed by a special committee formed by the Central Bank, which shall include representatives of the JDIC.</li>\r\n 	<li>Objections to any decision or procedure by the Central Bank shall not halt or postpone the execution of these procedures.</li>\r\n</ul>\r\nThe amendments highlighted above constitute a step forward in ensuring and maintaining the transparency of the management of Jordanian banks in addition to a set of steps and procedures for aiding banks that are encountering financial problems. All being said, the Draft attempts to avert any future financial crisis by expanding the Central Bank’s oversight of management and setting a plan for banks in trouble. Such an approach should reflect positively on the financial market, increase consumer protection and hopefully reduce the number of financial crimes.'),
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(96457, 5239, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThe law seeks to ensure that goods in the Jordanian market conform to the prescribed technical regulations.  In order to do so, the law provides the JSMO with the authority to examine existing goods in the market as well as those which enter the Jordanian border crossings.\r\n\r\nThe amendments provided under the Law are substantial and include giving the JSMO the authority to confiscate counterfeit products and to raid shops suspected of selling or making counterfeit products.  Through the Law, the JSMO and its employees have broader powers to exercise their mandate and to examine goods to ensure: 1) conformity with the technical regulations, 2) that they are not replicated or counterfeited, and 3) that they possess original trademarks.\r\n\r\nThe most important of these amendments is reflected in Article 33 of the Law where the JSMO’s staff are considered Judicial Police with the right to inspect any place that produces, displays, sells, stores, distributes, or modifies any goods.  Further, the JSAMO staff have the right to take samples of goods to check their compliance with the technical regulations and to ensure that no original trademarks are violated.\r\n\r\nIt is worth mentioning that the Law gives the JSMO’s employees the right to seize counterfeit branded, imitated, or unsafe to use goods after examining goods already in the market, or though the monitoring and examining goods of entering through border crossings. This ensures a larger and wider protection against the imitation of original trademarks\r\n\r\nArticle 33(E) of the Law provides that if JSMO’s staff find that the seized goods are counterfeit branded or do not conforming with the technical regulations, the importer will be prevented from entering with the goods and obliged to return the goods to their country of origin.  In the alternative, JSMO may seize the goods and order their destruction.  If counterfeit branded, imitated, or nonconforming goods are found in the market, the offender, the seller, will receive a written warning noting that action must be taken within a specified period to make the goods conform with the technical regulations.  If the offender does not abide within the warning period, the shop will be closed by JSMO and the offender will be referred to the relevant court.  In conjunction, the General Director of the JSMO will issue a decree to confiscate the nonconforming or counterfeit branded goods.\r\n\r\nThe Law has reiterated the sanctions to be implemented against offenders. Fines for breaching the provisions of the Law range from one thousand to ten thousand dinars, or imprisonment for a period of four to six months in conjunction with a fine of not less than one thousand dinars.'),
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(96480, 5240, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThis article considers a recent draft replacement AML Law in Iraq, which is a country that is recognised by the World Bank as a high-risk jurisdiction, suffering from high levels of corruption and weak financial control systems.  This is largely due to the war and the relative infancy of the subsequent legal and financial systems.  The draft AML law indicates an effort by the Iraqi government to bring Iraq’s fight against money laundering to an international standard.\r\n\r\n<strong>The Current Position</strong>\r\n\r\nThe Financial Action Task Force (“FATF”) is an inter-governmental body that promotes the effective implementation of measures to combat money laundering, terrorist financing and other threats to the international financial system.  One element of this work is the publication of a series of Recommendations that FATF members are called upon to implement.  Although Iraq is not a member of the FATF, it is a member of the Middle East and North Africa Financial Action Task Force (“MENAFATF”), which itself is one of the Associate Members of the FATF.\r\n\r\nA Mutual Evaluation Report on Iraq’s compliance with the FATF Recommendations for combating money laundering and terrorist financing was conducted by the World Bank and adopted by the MENAFATF in November 2012 (“2012 Report”).\r\n\r\nThe 2012 Report was based on the law in place at that time, which was Coalition Provisional Authority Order No. 93: Anti-Money Laundering Act of 2004 (“Current Law”).  Iraq was identified as being ‘compliant’ with just two of the 49 FATF Recommendations then in place and ‘non-compliant’ with 36, the remainder being ‘partially compliant’.  The 2012 Report listed recommended actions, designed to improve Iraq’s compliance, in order of priority.  ‘Criminalisation of money laundering’ was at the top of the list.\r\n\r\n<strong>A New Law</strong>\r\n\r\nA draft AML law (“Draft Law”) was issued in 2014 and approved by the Council of Ministers on 30 June 2015.  It is, at the time of writing, being reviewed by Parliament for ratification.  This new and enhanced law shows signs of improvement and a potential to tackle the issues highlighted in the 2012 Report.\r\n\r\n<strong>Definitions</strong>\r\n\r\nThe Draft Law introduces a more in-depth ‘Article 1: Definitions’ and includes a number of new definitions so that the law can be interpreted correctly and clearly.  It has been expanded to include internationally-recognised AML definitions and defines terms such as “terrorist act” and “terrorist organisation”.  The Draft Law contains a wider range of definitions than the Current Law, which also lacks the in-depth explanation of terms offered by the Draft Law.\r\n\r\nIn a major broadening of AML regulation, the Draft Law will apply to, and therefore impose requirements upon, financial and non-financial professionals such as accountants, lawyers, real estate brokers, and service providers, which are not covered by the Current Law.  This is in addition to financial institutions, which are subject to the Current Law.\r\n\r\n<strong>Money Laundering and Predicate Offences</strong>\r\n\r\nArticle 2 of the Draft Law defines money laundering as a crime that can be committed by transferring, converting, depositing, investing, exchanging or managing the proceeds of an unlawful activity, or by concealing the source of such proceeds.\r\n\r\nThe Draft Law broadens the mens rea of the offence, in that an offender will have committed the offence of money laundering not only if he actually knew that the funds were the proceeds of crime but also if he ‘ought to have known’ that they were.\r\n\r\nArticle 3 clarifies that a conviction for money laundering does not depend on the issuance of a judgment for the predicate offence.  In comparison, the Current Law does not address any conditions in regard to predicate offences or the fact that money laundering is an independent crime.\r\n\r\n<strong>Combating Money Laundering and Terrorist Financing Council</strong>\r\n\r\nThe Draft Law requires the establishment of a new Council for Combating Money Laundering and Terrorist Financing (“Council”) within the Central Bank of Iraq (“CBI”).  The Council should consist of representatives from the Ministries of Foreign Affairs, Justice, Commerce, Finance and Interior, the Anti-Terrorism Defence Unit and other government bodies.\r\n\r\nThe Council will be the authority responsible for supervision of AML and counter-terrorist financing.  Its duties will include:\r\n<ul>\r\n 	<li>Setting policies and AML and counter-terrorist financing programs;</li>\r\n 	<li>Developing standards and ways for discovering the methods of money laundering;</li>\r\n 	<li>Setting appropriate training programs for the employees who are specialised in combating money laundering and terrorist financing;</li>\r\n 	<li>Requesting financial institutions and other non-financial professions to submit reports regarding financial transactions;</li>\r\n 	<li>Outlining and evaluating the risks of money laundering and terrorist financing in Iraq.</li>\r\n</ul>\r\nThe new Council will have a wide supervisory and regulatory role to minimise the threat of money laundering and related crimes.\r\n\r\n<strong>Combating Money Laundering and Terrorist Financing Office</strong>\r\n\r\nThe Combating Money Laundering and Terrorist Financing Office (“Office”) shall be established within the CBI, as a public department having its own legal capacity and financial and administrative independence.\r\n\r\nThe role of the Office will be to receive and deal with suspicious transaction reports, including the receipt of proceeds of a predicate offence, money laundering or terrorist financing by financial institutions and other financial, commercial, and economical establishments.  The Office is also responsible for representing Iraq in international organisations and at conferences that are related to money laundering and terrorist financing.\r\n\r\n<strong>The Committee for Freezing Terrorist Funds</strong>\r\n\r\nAnother specialised committee within the CBI is the Committee for Freezing Terrorist Funds, which deals with the freezing of funds belonging to terrorists or other people specified or named by the United Nations Security Council’s Counter Terrorism Committee, or those that are classified as a terrorist, either at a national level or at the request of another country.\r\n\r\nThis committee will receive requests sent to the Ministry of Foreign Affairs from foreign countries regarding asset freezing for Iraqi residents, and decide if the request meets the criteria required for asset freezing.\r\n\r\n<strong>International Cooperation</strong>\r\n\r\nWhereas the Current Law does not deal with international cooperation and extradition, the Draft Law addresses the concerns of the 2012 Report by introducing a number of articles to deal with mutual judicial cooperation and the extradition of criminals involved in money laundering and terrorist financing crimes.  These include specifying that:\r\n<ul>\r\n 	<li>money laundering and terrorist financing are crimes for which Iraq will offer international cooperation on the basis of treaties or the principal of reciprocity;</li>\r\n 	<li>the offence alleged must be a crime in both countries (dual criminality);</li>\r\n 	<li>it is the act, rather than the classification or name given to an offence, that will be considered;</li>\r\n 	<li>(articles used in money laundering and terrorist financing offences may be returned to the requesting country; and</li>\r\n 	<li>Iraq will execute foreign judgments for confiscation in respect of money laundering and terrorist financing, subject to the rights of bona fide third parties.</li>\r\n</ul>\r\nIn addition, the Combating Money Laundering and Terrorist Financing Office shall exchange information with its equivalent foreign entity, whether the information is requested or not.  However, use of such information is restricted to the combating of money laundering or its predicate offences.\r\n\r\n<strong>Penalties</strong>\r\n\r\nThe punishments in the Draft Law are undoubtedly harsher than those in the Current Law, whether for an individual, legal person or financial institution, and cover a wider range of topics.  For example, the maximum penalty for the money laundering offence under the Draft Law is 15 years, as oppose to 4 years under the Current Law.  The Draft Law punishes those who are convicted of a terrorist financing crime with life imprisonment, whereas the Current Law focuses more on fines and imposes imprisonment for not more than two years.\r\n\r\nThe Draft Law also outlines certain procedural action to be taken in circumstances where a financial or non-financial professional or institution violates any of the provisions set out in the Draft Law.  For example, withdrawal of a license, restricting the power of managers or preventing those who violate the law from practising in the same field of work for a certain period.\r\n\r\n<strong>Exclusion of Liability</strong>\r\n\r\nThe Draft Law addresses exclusion of liability, as does the Current Law.  Article 50 of the Draft Law states that whoever reports, in good faith, a suspicious transaction or a violation of this law, or offers information or data related to it, shall be exempted from civil, criminal, or administrative liability, even if it later transpires that the report is incorrect.\r\n\r\n<strong>Whistle-Blowing</strong>\r\n\r\nNotably, whereas the Current Law addresses whistle-blowing and provides whistle-blowers with protection, this provision does not appear in the Draft Law.  This is a major absence and creates a real disincentive for employees to report suspicious transactions in their workplace.\r\n\r\nHowever, the Draft Law offers further exemption from punishment to those who notify the authorities of a conspiracy to commit a money laundering or terrorist financing offence, with the condition that the report must be made before the actual crime is committed.  The court will have discretion as to whether to exempt or reduce the punishment and will take into account whether the notification assists in capturing the remaining criminals.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nThe Draft Law demonstrates that the Iraq government is making serious efforts to improve the country’s laws and regulations in order to ensure that it complies with international standards and is kept off the FATF blacklist.  A Member of the Iraq Parliament, Mr. Haitham AlJabori, stated his concern in a news interview in August 2015, saying that “further delay in ratifying the new AML law, would put Iraq on the FATF blacklist”.\r\n\r\nWe will keep watching with interest to see when the Draft Law becomes operational.\r\n\r\n<em>For any queries relating to financial crime in the Middle East, please contact:\r\n</em><em>Khalid Al Hamrani, Regional Head of Financial Crime Practice: k.hamrani@tamimi.com\r\n</em><em>Ibtissem Lassoued, Partner, Financial Crime Practice: i.lassoued@tamimi.com</em>'),
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(96507, 5241, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThere are now just over a dozen such banks in Iraq and the capital managed by them has grown considerably.\r\n\r\nThe establishment of usury-free Islamic banks, which aim to conform to Muslim Shariah Law, creates significant new investment opportunities to attract religious investors.\r\n\r\n<strong>Why Islamic banks?</strong>\r\n\r\nUsury-free banking is essential for countries  that wish to cater to their religious investors and aid them in investing their money in ways that goes along with their beliefs.  Islamic banks offer such services within the Islamic sharia boundaries, for example Murabaha, Mudarabah, and Sukuk.\r\n\r\nIn comparison with the conventional banking, Islamic banks do not deal with ‘toxic assets’, such as those that resulted in the financial crisis of 2008 (i.e. assets that consist of a bundle of debts, some of which are bad). Islamic banks also do not deal with non-existing assets (e.g. they do not trade in debt or interest).\r\n\r\nThe Central Bank of Iraq (the “CBI”) governs Iraqi banks, whether Islamic or traditional, on the same basis. This has enabled Islamic banks to prosper among the more conservative investment sectors of the Iraq market.\r\n\r\n<strong>The issuance of the Islamic Banking Law</strong>\r\n\r\nIslamic banks have, since the early years of their operation in Iraq, been required to comply with the Iraqi Banking Law number  94  for the Year 2004 (the “Banking Law”), despite the fact that the philosophy of Islamic banks does not fall within the same structure.\r\n\r\nThe Banking Law addresses commercial banking regulations, whereas Islamic banks work within conventional banking structures while applying Shariah Law at the same time. This has contributed to the limited growth of the Islamic banking industry in Iraq.\r\n\r\nAn unsuccessful attempt by the CBI to issue regulations for Islamic Banks was faced with objections from the State Consultation Council (the “Council”). The Council stated that in the absence and non-existence of a relevant governing law, it is not possible to pass such regulations.\r\n\r\nIn 2011, positive development took place in the Iraqi Banking industry.  The CBI approved the opening of two Islamic windows and approved the incorporation of a governmental Islamic Bank. Islamic windows are separate departments within a conventional bank, which operates under strict guidance by an independent Shari’a Advisory Board (comprising Muslims scholars of repute, credibility and due social recognition) to develop and offer Islamic financial products to the clients that demand such products. An Islamic Window may offer its products and services through conventional branches or dedicated Islamic branches of the conventional bank.\r\n\r\nDuring the same year the CBI issued the Islamic Banking Regulations number 6 for the Year 2011. These Regulations expanded on Article 104 of the Banking Law’s definition of Islamic banks. Under said Article, an Islamic Bank is “any legal entity certified or authorized hereunder to conduct Islamic banking business in accordance with Sharia, and does not deal with given or taken interest”. As such, these Regulation gave Islamic Banks the right to fund and invest in accordance with Islamic Sharia, and forbade them from dealing in usury, in any manner, whether for its own interest or for a third party’s interest.\r\n\r\nThe Regulations further specified the authorities that may grant Islamic Bank licenses. Also, now these Islamic Banks were granted the right to open onshore and offshore branches, and offices in accordance with an annual plan to be submitted to the CBI for the purpose of acquiring the necessary approvals.\r\n\r\nIn addition to the above, the Regulations stipulated the activities that can be conducted by the Islamic Banks.  These activities include but are not limited to investing and funding activities through Musharaka (an equity partnership investment), Mudarabah (profit sharing partnership, similar to traditional trust management), Salam sell,  Istissna’a (Manufacturing Finance), Ijara (Hire Purchase), and bargaining; incorporating companies; entering many activities with a shareholding not to exceed 20% of the capital; the right to own movable and immovable assets necessary for its investments or for leasing; funding internal and external trading activities; participating in agricultural, industrial, and architectural  projects.\r\n\r\nThe Regulations specify activities which the Islamic Banks (and Islamic windows within conventional banks) are prohibited to carry out, such as the prohibition towards dealing with interest and issuing saving accounts. Moreover, the Regulations also illustrates funding and dealing mechanisms regarding the purchase of foreign currencies, foreign currency exchange companies, commercial papers, stock market and sets out conditions on how to offer loans from the bank within the allowed rates to fund any natural or legal entities and the imposed obligations pertaining to dealings in foreign currency.\r\n\r\nThe Regulations also set out the procedures for establishing a Sharia Board. Based on the Regulation, Islamic banks (and the Islamic windows) must have a Sharia Board which shall carry out the responsibility of providing a Sharia view on the operations of the bank in order to ensure its compliance with the Sharia Law. One of the main activities of the Sharia Board is to suggest to the General Assembly of the bank or its Board of Directors all the necessary steps that need to be taken or carried out to achieve compliance with Sharia Law. The decisions of the Sharia Board are binding on the executive management of the bank.\r\n\r\nFinally, the Regulations give the right to conventional and investment banks to open an Islamic window or to establish an Islamic branch. The Body entrusted with the authority to grant such license is the CBI. The license gives conventional banks the ability to establish Islamic banks or corporations, affiliate with Iraqi or non-Iraqi Islamic banks, or to open an Islamic window within the conventional bank.\r\n\r\n<strong>How To Establish an Islamic Bank in Iraq</strong>\r\n\r\nPursuant to the current Banking Law, Regulations and the CBI, the following are three processes to set up an Islamic Bank in Iraq:\r\n\r\n<strong>1. Opening an Islamic window affiliate within a conventional banks</strong>\r\n\r\nIt is permissible for a conventional and commercial banks to open an Islamic window according to the terms and conditions specified by the CBI. These terms and conditions require the CBI’s prior consent. The bank may open an Islamic window after including such plan in the bank’s annual strategy that is submitted to the CBI, or by converting the activity of an already existing branch to conduct Islamic Banking activities. In addition, the bank must allocate independent capital for these windows, making clear that the source of said capital is not connected with any usury dealings\r\n\r\n<strong>2. Setting up a branch for a Foreign Bank</strong>\r\n\r\nThe Regulations grant a Foreign Bank the ability to set up an Islamic bank in Iraq because Islamic Banks have the right to register branches and offices onshore and offshore. In order to being the process, the Islamic Bank must include said plan in the annual strategy that is submitted to the CBI in order to obtain the latter’s approval. Further, in addition to the supervision of the competent authorities in the country of origin of the Foreign Bank, these Iraqi branches shall be subject to the direct supervision of the CBI in accordance to an agreement prepared for said purpose.\r\n\r\n<strong>3. Establishment of an Islamic Bank as Shareholding Company</strong>\r\n\r\nThe aforementioned Regulations have given the right to set up an Islamic Bank by a shareholding company. As such, after finalizing the registration procedures of the Shareholding company in Iraq, it must submit a written request to the CBI accompanied with required supporting documents to establish an Islamic Bank. The CBI shall then review the submitted documents to provide its initial approval. After fulfilling all the requirements and obligations, the CBI shall then grant the license upon registration as a Shareholding Company.\r\n\r\n<strong>Future Islamic Law </strong>\r\n\r\nAs for the governmental side, the General Budget of 2015, has exempt the establishment of Islamic Banks from the  capital increments imposed by the CBI in order to encourage the use of Islamic Bank products.\r\n\r\nIn addition, there is a draft Islamic Banking Law under review to be passed sometime this year. This law will regulate the operations of the Islamic Banks in a more thorough manner. One of the important articles in the draft law aims to exclude Islamic Banks and their branches from the taxes and fees arising from dealing in contracts relating to estate, land, cars, Murabaha deals and Ijara deals.\r\n\r\n<strong>Conclusion </strong>\r\n\r\nThe current Regulations and laws (current and proposed) offer real and significant encouragement for the Islamic banks and their activities. It is important to note that the CBI, in many announcements, has encouraged the establishment of Islamic Banks and their growth, having recognised that they are an attractive solution to attracting the conservative public who are un-willing to deal with usurious and conventional banks. All in all, we believe that Iraq is a very promising market for Islamic bank investment.'),
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(96526, 5242, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nAl Tamimi &amp; Company has had the privilege of working with the team responsible for drafting this new law, which has been through more than seven years of consultation, review and drafting. The new law is a positive step towards attracting increased real estate investment in Abu Dhabi, and across the UAE more broadly, as it tackles many of the concerns raised by investors and developers in the past, while also drawing on the real estate investment experience in the UAE, and especially in Dubai, over the last ten years.\r\n\r\nThe UAE’s real estate sector witnessed a period of controversial development over the past decade, and it suffered a severe shock during the global financial crisis. Lessons were certainly learnt from that experience, leading to greater stability and maturity in the real estate investment market we see today. This new law is the next important step forward and should be welcomed as a balanced approach to providing important protection for stakeholders and the wider public interest.\r\n\r\nThis article discusses some of the main provisions of the new law, which includes many encouraging provisions,  together with provisions that require the relevant parties to take swift measures to safeguard their rights and avoid legal penalties, which can, in some cases, lead to imprisonment and considerable fines.\r\n\r\n<strong>Definitions</strong>\r\n\r\nPart one of the law defines several important terms including, but not limited to, the real estate register, the interim real estate register, the real estate development register, real estate development projects, escrow accounts, off-plan sales, service charges and community charges.\r\n\r\n<strong>Responsible Authority</strong>\r\n\r\nThe law authorises Abu Dhabi’s Department of Municipal Affairs (“the DMA”) to organise and develop the real estate sector in Abu Dhabi, to supervise and control all aspects related to the sector and to coordinate with municipalities in this regard. Further, the DMA’s authority includes implementing the law, issuing licences, controlling escrow accounts and cancelling real estate projects. It seems that the DMA’s workload will be significantly increased given that the DMA also controls all matters related to municipal affairs including other property related issues; however, the law provides that a new structure will be developed to help the DMA in implementing the new law and practising its functions.\r\n\r\n<strong>Licensing and Registration</strong>\r\n\r\nThe types of entities or persons that are allowed to obtain a licence to engage in development-related activities are master developers and sub-developers, brokers and their employees, owners’ association managers, appraisers and surveyors. The law stipulates that no one may engage in any real estate activities before obtaining a licence from the DMA. Further, no one is entitled to claim remuneration and fees if they are not licensed.\r\n\r\nThe law creates two new registers: the real estate development register and the interim real estate register, which will both be kept by DMA. Developers will not be allowed to engage in real estate development unless they have been registered in the real estate development register. Also, all data and documents that relate to licensees, escrow accounts, banks and project marketing will be kept in this register.\r\n\r\nThe law also states that all disposals of off-plan units must be registered in the interim real estate register and any disposal will not be legally binding on the parties to the sale agreement or a third party unless it has been registered in the interim register.\r\n\r\n<strong>Off-plan Sales</strong>\r\n\r\nRegulation of off-plan sales is intended to be one of the cornerstones of the law. This is where a purchaser is granted real estate rights over a unit that is proposed to be built in accordance with floor or complex plans.\r\n\r\nA developer is not allowed to sell units off-plan unless, among other things, it proves that it owns a real estate right over the project land and that it has opened an escrow account for the project. Furthermore, the law includes requirements for opening an escrow account and paying money from the escrow account, and terms and conditions for advertising and marketing an off-plan project. It is therefore essential that developers of off-plan projects take steps to ensure that they are in compliance with the new law as soon as practicable but in any event within 12 months from the date on which the law comes into force.\r\n\r\nThe law prohibits developers from collecting registration fees from investors, and only allows developers to charge administrative fees, which must first be approved by the DMA. This should result in lower costs for buyers. The law also protects investors by requiring developers to register units sold off-plan in the interim real estate register.\r\n\r\nUnsurprisingly, the law will not be well received by developers that fail to complete construction work. The law sets out clear guidelines for the DMA to follow in dealing with developers when there are delays in meeting project milestones, which is to ensure that investors’ rights are protected and legal proceedings are not delayed. In this regard, where there has been a gross breach of the contract by the developer, the investor may be able to terminate the off-plan sale contract. Similarly, the law sets out the consequences of delays in starting construction of the project or failing to complete the construction. In these circumstances, the DMA may be entitled to cancel the project and distribute the amount kept in the escrow account in accordance with the priorities set out in the law. To strike a balance, the DMA may take into account circumstances where the delay has not been caused by a breach of the developer’s obligations, for instance, if a competent authority has confiscated the land on which the project is to be constructed.\r\n\r\n<strong>Real Estate Financing</strong>\r\n\r\nThe law allows units sold off-plan to be mortgaged provided that the loan amount is paid into the relevant escrow account and the loan is allocated for payment of the purchase price. Further, the developer is prohibited from mortgaging the project land or any related real estate right unless it is for the purpose of financing construction of the project and the loan amount is paid into the escrow account. The purchasers of the units must be notified of the mortgage by the developer, who must procure a release of the mortgage over the relevant unit once the purchaser has paid the full purchase price.\r\n\r\nThe mortgage provisions provide for enforcement if a debtor defaults in payment of their instalments. A bank will be able to enforce a mortgage immediately through the summary court after giving notice to the debtor, without having to obtain a court judgment that the debtor owes the debt.\r\n\r\nWe consider that these new provisions on mortgages will help address the issues and impediments that banks currently face in connection with real estate financing, and will encourage them to become more actively engaged in real estate lending.\r\n\r\n<strong>Owners Associations</strong>\r\n\r\nThe new law includes provisions for setting up owners’ associations comprising all the owners of units in multi-unit real estate developments. Owners’ associations will be independent legal entities that hold title to the common parts of developments and will be responsible for the management of those common parts.\r\n\r\nThe establishment of owners’ associations has been challenging in other jurisdictions, such as Dubai. In light of this, the law has given the chairman of the DMA the discretion to issue a resolution to replace the owners’ association with the developer of the real estate project or any other specialised entity to run the common parts of projects until the practicalities of operating owners’ associations are well established.\r\n\r\n<strong>Punishments</strong>\r\n\r\nThe law sets punishments for anyone who violates its provisions. For example, any person who conducts the activities of real estate brokers, owners’ association managers, appraisers and surveyors without having an appropriate licence from the DMA may be punished by imprisonment or a fine of not less than AED 50,000 and not exceeding AED 200,000. Furthermore, any person who conducts real estate development activities in the Emirate of Abu Dhabi, fraudulently markets off-plan units for sale, or does not deposit the required funds into the escrow account may be punished by a fine between AED 100,000 and AED 2,000,000.\r\n\r\nThe law provides for administrative punishments as well. The DMA may cancel licences, for instance, if a licensee violates provisions of the law and the executive regulations or if the licensee is not performing its obligations properly in the opinion of the DMA. Further, a developer may be removed from the development register if, among other things, it fails to commence construction within six months of the date on which it has received approval to sell off-plan units. The DMA can also cancel a real estate project if the developer fails to start building the project within six months from the agreed commencement date or if it fails to complete the project within the agreed timeframe.\r\n\r\n<strong>Conclusion</strong>\r\n\r\nIt is important that all parties review and understand their obligations under the law, and that they start preparing for the winds of change that are about to sweep the Abu Dhabi real estate market and stimulate investors’ appetite.\r\n\r\nHowever, while the law itself is a great achievement for Abu Dhabi and the UAE, there remains the question of implementation. Having one authority, the DMA, in charge of developing the Abu Dhabi real estate market is beneficial, but for the changes to be truly effective, it is critical that the DMA is completely ready to regulate and supervise the market.\r\n\r\nIn a positive move, it seems that the DMA is taking the appropriate steps to prepare for the successful implementation of the law, and the real estate market in Abu Dhabi looks ready to enter a bold new phase in its development and maturity.'),
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(96546, 5242, '_yoast_wpseo_metadesc', 'Abu Dhabi has recently published its long-awaited new property law aimed at better regulating the real estate market in Abu Dhabi, which will take effect from January 2016. Al Tamimi & Company discusses some of the main provisions of the new law.'),
(96547, 5243, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nOnce a copy of the new Dubai Data Law comes to hand, we will provide more detailed comments. In the meantime, we make some limited observations based on information currently available.   <strong> </strong>\r\n\r\n<strong>A new UAE data protection law? </strong>\r\n\r\nNo!  As a preliminary point, it is important to make clear that the Dubai Data Law is not a ‘data protection law’ as such; nor is it a law of federal application across the UAE.\r\n\r\nThe new law is aimed primarily at ensuring that data gathered by Dubai government entities is effectively shared amongst such entities, and with the private sector, so as to maximise opportunities to capture the benefit of such data for the emirate’s residents, visitors and economy.\r\n\r\nSignificantly, the type of data addressed by the law is data that is not confidential to the government, nor personal or sensitive to any specific individual. Essentially, the law obliges Dubai government entities to share such data amongst themselves, and with private sector entities, by setting out rules and mechanisms for doing so.\r\n\r\nIn contrast, a ‘data protection law’ can be generally understood as providing a legal framework for the processing of data relating to identifiable natural persons. Fundamentally, data protection laws are designed to protect an individual’s right to privacy with respect to the collection, storage and use of data relating specifically to that individual. This is not what the Dubai Data Law is about.\r\n\r\n<strong>Why now?</strong>\r\n\r\nThe Dubai Data Law was announced just prior to the commencement of the 35th edition of GITEX, a major information technology trade fair and conference held in Dubai. This year, some of the key themes being explored at GITEX include the ‘internet of everything’ for cities, the use of information technology to connect people, processes, data, and things to improve the liveability of cities and communities, as well as security risks associated with ‘big data’ and the use of cloud technology.\r\n\r\nDespite this, GITEX itself is not the trigger for this announcement. The Dubai government has been considering its approach to ‘open data’ for some time. Last year, Dubai government established a committee charged with developing the emirate’s approach to open data, and establishing a framework for the use of data for ‘smart government’ and the development of Dubai as a ‘smart city’.\r\n\r\nOne aspect of this is the development of a framework for the handling of data in order to enhance public utilities, education, healthcare, transportation, communications, and related services for the benefit of those living in Dubai, as well as for companies and infrastructure operators operating in Dubai.\r\n\r\n<strong>What is open data, and why is it important?</strong>\r\n\r\nOpen data can be broadly understood as data that can be freely used, re-used and redistributed by anyone, uninhibited by technical interoperability issues or the absence of a common approach to data categorisation. Greater knowledge resulting from greater data sources and volumes, and the ability to see new patterns in data, can lead to innovation in products and services, enhanced efficiency and effectiveness, and better ability to measure results.\r\n\r\nThe government sector is the major collector of data in any developed economy, so ensuring that data collected by the government is gathered and made available, internally and externally, in a methodical manner is fundamental to the successful development of a smart city.\r\n\r\nAs noted above, the data relevant to the Dubai Data Law is not data relating to identifiable natural persons. By way of example, the data of interest isn’t the information that shows that my son and daughter are aged 11 and 13, but rather the data that shows that the number of primary school-aged children in my neighbourhood means that a new high school is required as the existing high school won’t be adequate given the forecast growth in student numbers. Similarly, the data of interest isn’t the information that shows I recently had my local pharmacy fulfil a prescription for antibiotics, but rather the data that shows that a certain antibiotic is in high demand at the moment and this could indicate that further supplies need to be delivered or that the antibiotic is being over-prescribed.\r\n\r\n<strong>What about a new data protection law?</strong>\r\n\r\nDevelopments in respect of open data, and the passing of the Dubai Data Law, bring to mind a number of related queries. The most obvious one is, while data that doesn’t relate to identifiable natural persons is now the subject of a law, what about personal data that does relate to identifiable natural persons? Can we expect legislation that sets-out the requirements with which any entity processing personal information relating to identifiable people needs to comply?\r\n\r\nWhile we don’t have any answers to these particular questions, we do expect that the Dubai Data Law will provide some useful guidance in helping to identify what is, and what is not, ‘personal’ data. To the extent that the Dubai Data Law is intended to enable non-personal data to be shared, the law will need to explain exactly what makes data suitable for sharing. In doing so, it will be necessary to provide a framework for categorising whether data is personal or sensitive. Indirectly, this is likely to provide some guidance when it comes to analysing data protection related issues in this jurisdiction.\r\n\r\n<em>Al Tamimi &amp; Company’s Technology, Media &amp; Telecommunications team regularly advises on data and data protection related matters. For further information, please contact Nick O’Connell – n.oconnell@tamimi.com</em>'),
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(96562, 5244, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\n...while expatriates could also be deported from the UAE under “a new Federal law”.\r\n\r\nThe news report related to a decision of the UAE’s Federal Supreme Court, which overturned two lower court sentences fining a man AED3,000 after he was convicted of swearing at another on WhatsApp.  The Court reportedly supported an appeal by the public prosecutor who argued that the sentences were too lenient and did not conform to the new laws that include a penalty of AED250,000 or imprisonment for those involved in online offences.\r\n\r\nPlease be clear.  We did not represent any of the parties to this Court case.  While we do not have access to all the relevant facts or the Court’s judgment, the commentary set out in this article is based on what was reported in the media and our experience and knowledge of the relevant laws.\r\n\r\nThe first point is that the law the newspaper article appears to be referring to is not really new.  Federal Decree by Law No. 5 of 2012 On Combating Cyber Crimes (“Cyber Crimes Law”) was issued in November 2012.  The Cyber Crimes Law replaced the earlier Federal Law No.1 of 2006 concerning combating information technology crimes.  The Cyber Crimes Law may have been “new” in the circumstances reported because it was possibly the first time the Federal Supreme Court had to consider the relevant Article of  the Cyber Crimes Law since it was issued.\r\n\r\nThe Article of the Cyber Crimes Law that seems most applicable to the described facts is Article 20 which makes it a criminal offence to insult a third party using an Information Network or an Information Technology Tool.\r\n\r\nAn Information Network or an Information Technology Tool are defined terms in the Cyber Crimes Law and clearly would include sending insults by SMS texts, instant messaging, social media or email.\r\n\r\nThe full English translation of Article 20 is as follows:\r\n\r\n<em>Without prejudice to the provisions of slander crime prescribed in Islamic Sharia, any person who insults a third party or has attributed to him an incident that may make him subject to punishment or contempt by a third party, by using an Information Network or an Information Technology Tool shall be punished by imprisonment and a fine not less than (AED250,000) and not exceeding (AED500,000) or by any of these punishments.</em>\r\n\r\n<em>If the insult or slander took place against a public employee or a person assigned to a public service by occasion or because of performing his work this shall be considered an aggravating circumstance of the crime.</em>\r\n\r\nThe offence here is not simply the act of swearing online, it is insulting a third party or attributing to that third party an incident that may make that third party subject to punishment or contempt.\r\n\r\nPreviously, under Federal Law No.1 of 2006, it was an offence to use the internet or a technology device to threaten another.  The punishment was imprisonment for up to 2 years and a fine not exceeding AED50,000 or either.  If the threat caused defamation the penalty was imprisonment for up to 10 years.  Clearly the financial penalties are significantly higher under the Cyber Crimes Law.\r\n\r\nIn addition to the penalties under Article 20 of the Cyber Crimes Law, the Court must deport a foreigner convicted for committing an offence under that Article after executing the punishment prescribed in Article 20 (see Article 42 of the Cyber Crimes Law).\r\n\r\nSanctions for online abuse in the UAE are not limited to the Cyber Crimes Law.  For example, in August 2015, the UAE enacted Federal Decree by Law No. 2 of 2015 Concerning Combating Discrimination and Hatred.  That new law is discussed in more detail in another article in the September issue of Law Update.\r\n\r\nArticle 20 of the Cyber Crimes Law is really an online trolling or cyber bullying law.  As such, it should be properly seen as part of the UAE’s leading e-security initiatives, rather than a perceived curb on freedom of speech.\r\n\r\nThe way we interact with each other online has changed at a pace that most legal systems around the world have struggled to keep up with.  In the absence of a specific criminal offence that makes cyber bullying illegal, law enforcement agencies have to resort to prosecuting trolls for offences under legislation that was not enacted to properly cover such circumstances.  This means that victims of cyber bullying often have inadequate legal protection.\r\n\r\nAlthough it is  usually a standard term  of the “acceptable use”  policies of social media, apps and telecommunication services that  those services are not  to be used to abuse, harm, harass, degrade, or intimidate an individual, enforcing a breach of those terms by taking civil proceedings can be impractical.\r\n\r\nA 2012 study of 4,600 children in the UK (where cyber bullying is not a specific criminal offence) found that 28 percent of children aged between 11 and 16 had experienced bullying on the internet or via a mobile phone.  A worrying 11 per cent of those bullied said it made them depressed and 3 percent attempted suicide.\r\n\r\nThe penalties under the Cyber Crimes Law are not inconsistent with similar laws that have been enacted other countries.   At the time of writing this article New Zealand was the most recent country to make online trolling and cyber bullying a criminal offence.  Under the Harmful Digital Communications Act that came into force in July of this year anyone convicted of “causing harm by posting digital communications” faces two years in prison and a NZ$50,000 fine (approximately AED116,000).  The New Zealand law passed through that country’s parliament with an overwhelming 116 to 5 majority.\r\n\r\nIt is unfortunate that it seems that an advanced law to tackle the internet age problem of trolling or cyber bullying, which has been linked to the suicides of vulnerable young people worldwide, has been reduced to somewhat misleading headlines like “swearing on WhatsApp in the UAE could carry a fine”.'),
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(96577, 5245, 'content', 'October 2015\r\n\r\n<hr />\r\n\r\nThe legal landscape for content in the UAE, as with many territories, is complex. Each country has its own priorities in balancing the right of speech against the right to privacy and respect.\r\n\r\nIn this article we will review some of the UAE legislation that applies to online content and the penalties that may arise, focusing particularly on photographs.\r\n\r\nThere has been much written about the use of photographs in social media, most of which has left the public with more questions.  Is it possible for a person to post a photograph of another person without their consent?  How should that consent be obtained? If the person knows that the photograph is being taken, is that enough? What if they know it is being taken and that it is for the social pages of a magazine?  Can you then publish?\r\n\r\nTo assist with understanding the law, we will look at the scenario where a person has taken a picture of a woman in a club in the company of a man and has published that picture. There are several laws that could apply to this scenario.\r\n\r\n<strong>Publications Law</strong>\r\n\r\nFederal Law No 15 for 1980 Concerning Publications and Publishing (“Publications Law”) contains the following Article (emphasis added by author):\r\n<ul>\r\n 	<li>No news, pictures, comments about an individuals’ private life shall be published if their publication is meant to disgrace such individuals.</li>\r\n</ul>\r\nThis law clearly is intended to protect a person from malicious use of an image; simply posting an image with no intent of causing harm to the person in the photograph will not be considered an infringing act.  So, the publishing of a photograph of a woman arm in arm with a man at a Dubai club will not infringe this law - unless it can be shown that the person who posted it knew that the woman was (for example) of a religious or social background that would not have ordinarily permitted her to be in a club. Clearly, with that knowledge, the publication was intended to disgrace her in front of people that knew her.\r\n\r\nNote that the Publications Law is, as one would expect, designed to control the conduct of entities such as magazines, newspaper publishers, cinemas and broadcasters.  It was written in 1980, before the advent of the internet.  We have not yet seen it applied in practice to online activities, but we do believe that this is entirely within its scope.\r\n\r\n<strong>The UAE Penal Code</strong>\r\n\r\nThe relevant article in the Publications Law is similar in concept to Article 138 of the UAE Penal Code (again, emphasis added):\r\n<ul>\r\n 	<li>A punishment of confinement and fine shall be inflicted on any person who attacks the sanctity of an individuals’ private or family life by committing any of the following acts in other than the legally permitted cases or without the victim’s consent:</li>\r\n 	<li>Eavesdropping or recording or transmitting by any system of whatever kind any conversation held at a particular place or via the phone or any other set.</li>\r\n 	<li>Picking up or transmitting by any system of whatever kind a person’s picture at a particular place.</li>\r\n</ul>\r\nIf the acts referred to in the above two cases occur during a meeting within the hearing or sight of the person attending, their consent shall be required.\r\n\r\nThe same punishment shall be inflicted on any person who publishes through any means of publicity news, pictures or comments pertaining to the secrets of people’s private or familial lives even if the same is true.\r\n\r\nUnder the UAE Penal Code therefore, it is a crime to publish a picture that invades a person’s privacy or family life.  The fact that the matter is true is not a defence.  Taking our example from above, would the taking of this image of a woman with a male friend in a club be an issue?  On the surface, the answer would be no.  But the woman’s personal circumstances could readily change that answer.  If she was married but shown with another male friend, this might change the circumstances of the publication considerably.\r\n\r\n<strong>Cybercrimes Law</strong>\r\n\r\nIn both the laws noted above, it is clear that the publication must be done with the desire to reveal secrets or somehow tarnish the reputation of the person in question.\r\n\r\nThe law that is most often cited when it comes to activities online is Federal Law No 5 of 2012 On Combating Cybercrimes (“Cybercrimes Law”).  Article 21 contains some familiar concepts:\r\n\r\nShall be punished by imprisonment of a period of at least six months and a fine not less than one hundred and fifty thousand dirhams and not in excess of five hundred thousand dirhams or either of these two penalties whoever uses a computer network or any electronic information system or any information technology means for the invasion of privacy of another person in other than the cases allowed by the law and by any of the following ways:\r\n<ul>\r\n 	<li>Eavesdropping, interception, recording, transferring, transmitting or disclosure of conversations or communications, or audio or visual materials.</li>\r\n 	<li>Photographing others or creating, transferring, disclosing, copying or saving electronic photos.</li>\r\n 	<li>Publishing news, electronic photos or photographs, scenes, comments, statements or information even if true and correct.</li>\r\n</ul>\r\nThe themes are familiar. The subject’s privacy must be invaded for the crime to have been committed.  It is clear that disclosure is enough, but so is copying or saving – so you do not have to post the photograph on social media to find yourself infringing this law. You can simply have the image in your hard drive.  Interestingly, the concept of seeking consent is absent from this Article. But the inclusion of the words “other than the cases allowed by law” does appear to intend that a legal use under another law (for example, with consent in accordance with the Penal Code) will exempt the publication from the operation of this provision.\r\n\r\nDoes this mean that electronic disclosure of the photograph of our woman in the club may still be a problem under the Cybercrimes Law even if we were to have secured her consent to the publication?  At this stage, the courts have not considered this argument so we await clarification.\r\n\r\nAssuming the matter of consent to be decided by the courts (one way or another), we still must consider if we have invaded the privacy of this woman by taking and then publishing the photograph. It may be the case the court considers that her privacy has been invaded because of the subsequent act of disseminating the photograph – that is, the taking of the photograph was not an invasion, but the publication was an invasion of her privacy. Again, the outcome of any court action may rest entirely on specific facts about the woman and her life and these facts may not always be known when the photograph is being taken. In addition, can we rely on the fact that, for example, she knew that the photographer was from a well known local magazine and that the photograph would inevitably be published? Can the fact that she permitted a magazine to take her photograph be evidence that even she did not believe that her privacy was being compromised at that moment?\r\n\r\n<strong>Copyright Law</strong>\r\n\r\nOne further law should be considered, and it is interesting because under this law, action can be taken without having to involve the police authorities.  A person can simply lodge a claim in the Dubai courts to seek damages. Federal Law No. 7 of 2002 Pertaining to Copyrights and Neighbouring Rights (“Copyright Law”) contains the following provision in Article 43 (emphasis added).\r\n\r\nAny person taking a photograph of another, in any manner, may not maintain, exhibit, publish or distribute the original or copies thereof, without permission from the person appearing in the photograph, unless otherwise agreed upon. Nevertheless, the photograph may be published:\r\n<ul>\r\n 	<li>In incidents that have publicly taken place;</li>\r\n 	<li>If the photograph is related to official or public characters; or national or international celebrities; or</li>\r\n 	<li>If the competent public authorities have permitted such publication for the purpose of public welfare; with the proviso that the exhibition or circulation of such photograph, is not prejudicial to the status of the person appearing in the photograph.</li>\r\n</ul>\r\nOnce again, in this law, we see the inclusion of the concept of consent – publication requires the consent of the subject unless taken under certain circumstances.  Note particularly that, if the “incidents” (presumably those depicted in the image) took place “publicly” then publication can take place without the need for consent. So if we once again look at the woman in the club, she may struggle to stop publication using this law because the incident took place publicly. If the photograph was taken at a small private party, then she might successfully stop the publication but if it is at a ticketed event where any person could purchase tickets, then she may face difficulties.  Note also that this law does not stipulate that the consent must be in writing so again, the circumstances regarding the taking of the image will be important.  If she is smiling and waving at the camera, it might be difficult to convince a judge that she was not consenting to the photograph.  Interestingly, under sub-article (ii) of this article, if she is a famous celebrity then she cannot stop the publication of the photograph, no matter where it is taken.\r\n\r\n<strong>Summary</strong>\r\n\r\nThese laws have been part of life in the UAE for many years. Technology has made their operation slightly more interesting but fundamentally things have not altered. Our advice is to be pragmatic at all times. If you are the sort of person that likes to take surprise photographs of people and circulate them on Instagram, then you need to be careful about the friends that you choose to photograph. If someone does post images of you on-ine, it is likely that they are unaware of your aversion to public images – it is fastest and easiest to send them a message and ask for it to be taken down.\r\n\r\nThe penalties for infringing these laws are high (see the reference chart) because they were intended to be implemented in circumstances where a person could suffer personal damage if photographs were used inappropriately. Personal privacy and community reputation are highly esteemed and protected in the UAE. Budding photographers as well as professionals are advised to act judiciously.\r\n<table class=\"MsoNormalTable\" border=\"0\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td width=\"693\">\r\n<p class=\"MsoNormal\"><strong>Reference Chart</strong></p>\r\nThis reference chart is intended as a guide only – it allows you to see the slight differences between the four laws that could apply to the use of a photograph on-line.\r\n<div>\r\n<table class=\"MsoTableGrid\" border=\"1\" cellspacing=\"0\" cellpadding=\"0\">\r\n<tbody>\r\n<tr>\r\n<td valign=\"top\" width=\"183\"></td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\"><strong><em>Publications Law</em></strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\"><strong><em>UAE Penal Code</em></strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\"><strong><em>Cybercrimes Law</em></strong></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\"><strong><em>Copyright Law</em></strong></p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Is consent required before publication?</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not mentioned, but refers to operation ‘of the law’ which will impact on interpretation</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Does the photograph have to breach privacy in order to infringe?</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes: “about an individual’s private life”</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes: “attacks the sanctity of an individual’s private or family life”</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes: “invasion of the privacy of another person”</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">No, the use image is enough</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Does it matter where the photograph is taken?</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">No</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">No</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">No</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Must not be ‘public’</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Does there have to be intention or a malicious act?</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes, intention is required</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Yes, intention is required</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not relevant</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not relevant but may be important in determining matter</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Is truth material to the matter?</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not mentioned</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Law applies even if the matter is true</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not mentioned</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Not mentioned</p>\r\n</td>\r\n</tr>\r\n<tr>\r\n<td valign=\"top\" width=\"183\">\r\n<p class=\"MsoNormal\"><em>Penalties</em></p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Prison for not less than 1 month and not more than 6 months.</p>\r\n<p class=\"MsoNormal\">Fine between AED 1,000 and AED 5,000</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Prison and a fine</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Prison for at least six months and a fine between AED 150,000 up to AED 500,000.</p>\r\n<p class=\"MsoNormal\">Note that Art. 42 allows a<strong> </strong>court to deport a foreigner who is convicted of any crime under this law.</p>\r\n</td>\r\n<td valign=\"top\" width=\"122\">\r\n<p class=\"MsoNormal\">Civil claim would be lodged, seeking to have the photograph removed and possible damages.</p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n</div>\r\n<address><em>Al Tamimi &amp; Company’s Technology, Media &amp; Telecommunications team regularly advises on content matters both on-line and in traditional media, acting for producers, creative agencies and broadcasters. For further information, please contact Fiona Robertson (f.robertson@tamimi.com)</em></address>\r\n<div></div>\r\n<p class=\"MsoNormal\"><strong> </strong></p>\r\n</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n&nbsp;'),
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