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(83297, 4545, 'content', '<p>A director or manager of a company in the UAE is obliged, when dealing on the company&rsquo;s behalf, to act in its best interests at all times.&nbsp;In practical terms, this means that the director must, in exercising the powers of his office, attempt to realise the greatest benefit possible to the company.&nbsp; In reality, the best interests of a company set up for commercial purposes are served by profitable dealings.<br /><br />In the UAE, this quest for profitability is enshrined in law.&nbsp; Under the UAE Companies Law, a company itself is expressed to be a contract under which two or more shareholders agree to participate in an economic concern for the purpose of generating profits. Under UAE Companies Law a company has a distinct juristic personality from the legal personalities of its shareholders, and so this independent juristic personality&rsquo;s sole purpose must be to conduct its business in order to make profit from its dealings, for and on behalf of its shareholders.&nbsp;It is the duty of its directors to see that this is achieved.<br /><br />A company in the UAE is further constrained however by its &lsquo;objects&rsquo;, which the UAE Companies Law provides a company must observe and comply with. The UAE Companies Law states in Article 13 that: &ldquo;The objectives of the company must be legitimate. Specialization and uniformity of purposes must be maintained in its main objectives&rdquo;.<br /><br />Therefore the directors of a company are tasked with conducting the business of the company with regard to these two key principles; compliance with both the company&rsquo;s purpose and its objects. In doing so the company can be said to be acting in furtherance of its &lsquo;corporate benefit&rsquo;.<br /><br />Sometimes the directors of a company make decisions on a day to day basis which have significant and long lasting effects on the company&rsquo;s prospects.&nbsp; For such decision makers it is key that they are mindful of the corporate benefit (if any) flowing from their decisions. However, rather than considering themselves constrained by the rules put in place by the UAE Companies Law and the company&rsquo;s Articles of Association, the directors should view these rules as providing a &lsquo;safe habour&rsquo; where they cannot be attacked with allegations of wrongdoing.<br /><br />A clear practical example of this principle is the provision of a guarantee by a company of the liabilities of one of its shareholders or directors.&nbsp;<br /><br />The first paragraph of Article 197 of the UAE Companies Law states that: &ldquo;The company may not grant cash loans of whatever kind to the chairman of its board of directors or to a member of the board, neither may it guarantee any loan agreement concluded with third parties in their favour&rdquo;.&nbsp;<br /><br />A further example is provided by Article 103 of the UAE Companies Law which sets out limitations on the powers of directors for certain business activities which directors cannot undertake, including entering into loan agreements for periods in excess of three years, the sale or mortgage of the company&rsquo;s real estate assets and the cancellation of debts owed to the company.&nbsp;Such actions can only be legitimised by the express inclusion in the Articles of Association of the authority to perform such actions, or, less explicitly when the action can be justified as being in complaince with the company&rsquo;s objects.<br /><br />By inserting such express provisions, the shareholders in a company can give explicit authorisation to the directors to take such corporate actions.&nbsp; In the absence of these provisions Article 103 provides that such significant decisions require a resolution of shareholders to be passed before the directors are able to undertake the corporate actions listed in Article 103.<br /><br />It is common for a parent company to seek guarantees of its debts from its subsidiaries.&nbsp; Directors of a subsidiary company must ensure that they exercise their powers in the best interests of the company of which they are a director, regardless of whether these interests coincide with the interests of the parent company.&nbsp; When guaranteeing upstream liabilities directors must consider the potential risks to the subsidiary company&rsquo;s balance sheet and balance them against any possible financial benefits to the subsidiary company as a single entity within a wider corporate group.&nbsp; Directors must sometimes be mindful of a clash of their own duties when they are directors of both parent company borrower and subsidiary company guarantor.<br /><br />Article 110 of the UAE Companies Law provides that a company is bound by the actions of its board of directors and liable in damages for any unlawful actions or those undertaken with out the proper authorisation of the Articles of Association or objects. However, if a proper corporate benefit does not stand behind the resolutions or acts of the directors, the directors themselves may find themselves liable to the company for any loss suffered as a result of failing to show a sufficient duty of care.<br /><br />Third parties therefore can be confident in their dealings with directors that, by purporting to act on the company&rsquo;s behalf, the directors are binding the company to any contractual arrangement entered into with such third parties. The UAE Companies Law further provides that directors are personally liable towards the company itself, its shareholders and economic third parties for all acts of fraud, abuse of power and mis-management, or for acts for which they were not authorised to do.&nbsp; This Article is important in this context as failure to act properly renders directors personally liable (e.g. by failing to secure any corporate benefit) granting third parties an additional recourse against the directors if the event that they are unable to seek redress from the company (such as a company in liquidation).<br /><br /><strong>Practical considerations</strong><br /><br />Given that the company&rsquo;s directors are constrained in their actions as described above, it is important that the directors can demonstrate that they had considered the economic benefit to the company in their decision making.&nbsp; It is advisable therefore that regular minutes of meetings and written notes of resolutions are taken whenever the directors enter into contracts on behalf of the company.&nbsp;Not only will such paper work create an audit trail to demonstrate the company&rsquo;s corporate benefit had been considered, the need to record the rationale for decision making itself serves as a timely reminder to the directors to consider their duty to the company at critical times.<br /><br /><strong>DIFC law &ndash; a common law perspective</strong><br /><br />A similar level of accountability of directors for the conduct of the business of a company is taken by common law jurisdictions, including the Dubai International Financial Centre, based as it is on the law of England and Wales, itself a common law jurisdiction.&nbsp; The juristic personality of companies incorporated under the DIFC Companies Law no. 2 of 2009 is also separate from that of the company&rsquo;s shareholders or members.&nbsp; Common law (from which DIFC laws derive) imposes on all directors fiduciary duties and a duty of care and skill.&nbsp; These duties are now codified by the Companies Act 2006, the primary source of UK company law, and similarly duties of directors of a DIFC company are also codified in the DIFC Companies Law.<br /><br />Article 53 of the DIFC Companies Law provides that &ldquo;a director or other director of the company, in exercising his powers and discharging his duties shall a) act honestly, in good faith and lawfully, with a view to the best interests of the company; and b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances&rdquo;.<br /><br />The fiduciary duties of directors towards the company would also include an obligation to use the powers granted to them for the purposes for which they were conferred. Under article 33 of the DIFC Companies Law (in relation to a company limited by shares), &ldquo;a company may be incorporated to conduct any lawful business&rdquo;, a mirror of the obligation imposed by the UAE Companies Law.<br /><br />In entering into such lawful business on behalf of the company the directors must have consideration for the benefit to the company and its members as a whole.&nbsp; Whilst &lsquo;benefit&rsquo; is not defined, in the case of companies, it is likely to mean the sustained profitability of the company.&nbsp; If such benefit cannot be clearly established then the directors will have breached their duties, which would inhibit their ability to enter into a transaction on the company&rsquo;s behalf.<br /><br /><strong>Conclusion</strong><br /><br />In conclusion, although not explicitly identified, the concept of corporate benefit is relevant under the UAE Companies Law, and similar provisions under the DIFC Companies Law mean that directors of companies incorporated onshore or offshore in the UAE are subject to the same basic requirement to act only in the furtherance of the company&rsquo;s interest.&nbsp; It is important that directors always have regard to their prime duty when dealing on behalf of the company that they represent, both to ensure they are fulfilling their duties and to ensure the long term success of the company.</p>'),
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(83301, 4545, 'content_description', 'The principle: In a world where large corporate groups are the norm, corporate benefit issues constantly rear their head in common law legal systems. In this article, we examine to what extent similar and parallel doctrines apply to UAE companies operating under a civil code legal system.'),
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(83303, 4545, 'pageSummary', 'The principle: In a world where large corporate groups are the norm, corporate benefit issues constantly rear their head in common law legal systems. In this article, we examine to what extent similar and parallel doctrines apply to UAE companies operating under a civil code legal system.'),
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(83311, 4545, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Ahmed Hamad'),
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(83319, 4545, '_yoast_wpseo_metadesc', 'The principle: In a world where large corporate groups are the norm, corporate benefit issues constantly rear their head in common law legal systems. In this article, we examine to what extent similar and parallel doctrines apply to UAE companies operating under a civil code legal system.'),
(83320, 4546, 'content', '<p><strong>1.&nbsp;What is a Share Buyback<br /></strong><br />A share buyback occurs when a corporation buys shares in its own capital. Once the shares are bought by the company, they are referred to as &ldquo;treasury shares&rdquo;.<br /><br /><strong>2.&nbsp;Permissibility of Shares Buy Back</strong><br /><br />The general rule is that any buyback of shares by the shares issuing entity is prohibited by Federal law no. 8 of 1984 on commercial companies (&ldquo;Companies Law&rdquo;) except in controlled circumstances.&nbsp; The reason is that the buy-back has the same effect as reducing the capital of the company, diminishing the resources available for working capital and satisfaction of the company liabilities.<br /><br />Article 168 of the Companies Law states: &ldquo;No company shall have the right to pledge its shares or purchase such shares unless the purchasing is for the purpose of decreasing the capital or for depreciation of shares. Such shares thereupon shall not have voting right in the deliberations of the general assembly nor shall they have the right to any dividends.&rdquo;<br /><br />However the second paragraph of Article 168 of the Companies Law does provide that the company may purchase some shares subject to the following significant restrictions:<br /><br />-&nbsp;The shares bought back should not exceed (10%) of the company&rsquo;s share capital; and<br />- &nbsp;The shares should be bought back with the intention of re-selling them.<br /><br /><strong>3.&nbsp;Share Buy Backs in Private Joint Stock Companies</strong><br /><br />Initially, Article 168 of the Companies Law was interpreted to apply only to public joint stock companies. However, the UAE Ministry of the Economy&rsquo;s interpretation has since evolved and it allows private joint stock companies to buy back their own shares in the terms set out in Article 168 if approved by the extraordinary general assembly of the private joint stock company, a requirement not reflected in Article 168 of the Companies Law.&nbsp; This requirement to obtain general assembly approval is not imposed in the case of public joint stock company.<br /><br />However, recently because private joint stock companies have recently pressed to access the flexibility offered by share buy-back, the Ministry of Economy has modified its position and has been applying the provisions of Article 168 CCL to private joint stock companies without imposing the general assembly approval requirement.&nbsp;<br /><br /><strong>4.&nbsp;Why Do Private Joint Stock Companies Buy Back Shares?</strong>&nbsp;<br /><br />Private Joint Stock Companies buy back their shares to reconcile incompatible needs or perceptions between different shareholders.&nbsp;If some shareholders need cash and want their investment liquidated, the company can facilitate this outcome upon terms which are fair to the continuing shareholders.&nbsp; If some shareholders have less confidence than others in the company&rsquo;s prospects, the company can likely facilitate their exit and possibly head off conflicts amongst the shareholders.<br /><br /><strong>5.&nbsp; In How Can Private joint Stock Companies Buy Back their Own Shares</strong>&nbsp;<br /><br />Article 168 of the Companies Law set out parameters to be followed for shares buy-back. These conditions have been adjusted to fit the form of private joint stock companies:<br /><br />1.&nbsp; &nbsp;The company shall obtain the approval of the Ministry of Economy prior to the purchase;<br /><br />2.&nbsp; &nbsp;The company\'s board of directors shall carry out the purchasing process during a period not exceeding one year from the date of the Ministry of Economy&rsquo;s approval;<br /><br />3.&nbsp; &nbsp;The company shall have a cash surplus to meet the purchasing process without using the capital or legal reserve in the purchasing process;<br /><br />4. &nbsp;The purchasing process shall be advertised to the public in two local daily newspapers of wide circulation with one of them at least being in Arabic, and a period not less than two weeks must elapse between the date of announcing the company\'s intention to purchase and the actual purchasing;<br /><br />5.&nbsp; &nbsp;The company shall not conduct any selling process whilst carrying out the announced purchasing processes and the selling of the purchased shares shall be conducted within a period not exceeding two years from the date of last purchase. However, if the sale is not completed during the specified period, the purchasing process shall be considered to have been made for reducing the capital and consequently the purchased shares shall be cancelled;<br /><br />6.&nbsp; &nbsp;The company shall not issue any new shares before completing the selling process of the purchased shares;<br /><br />7.&nbsp; &nbsp;The process of the company\'s purchasing of its shares shall not be carried out within a period of (15) days before and (3) days after the advertising of the financial details of the company or any substantial information which is likely to affect the share price (whether by an increase or a decrease);<br /><br />8.&nbsp; &nbsp;The company shall not re-apply for approval to purchase its shares with the intention of selling them except after expiry of not less than one year from the date of the latest selling of its purchased shares;<br /><br />9.&nbsp; &nbsp;The company, if it is a bank, shall obtain the approval of the central bank before the purchasing and it shall undertake to finance the purchasing process from financing sources in accordance with the rules set by the central bank in this respect;<br /><br />10.&nbsp; &nbsp;No member of the company\'s board of directors or any of its executive managers shall be a party to the purchasing and selling processes which are carried out by the company;<br /><br />11. &nbsp;Disclosure of the purchasing and selling processes of the company shares shall be made in the quarterly report which is issued by the company.<br /><br />It is worthwhile noting that shares purchased with the intention of being sold shall lose their right to attain dividends and the right to vote at the general assemblies until they are resold.</p>'),
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(83324, 4546, 'content_description', 'A share buyback occurs when a corporation buys shares in its own capital. Once the shares are bought by the company, they are referred to as “treasury shares”.\r\n'),
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(83326, 4546, 'pageSummary', 'A share buyback occurs when a corporation buys shares in its own capital. Once the shares are bought by the company, they are referred to as “treasury shares”.\r\n'),
(83327, 4546, '_pageSummary', 'field_59e59b307dec8'),
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(83335, 4547, 'content', '<p>Every country should make a serious commitment to mitigate the impact of climate change as well as to develop and implement effective climate policies to ensure a more sustainable national development. Planning for climate change today is less expensive than rebuilding an entire network after a catastrophe.&nbsp; In fact, failing to plan for the effects of climate change now will prove to be an expensive mistake in the near future.&nbsp; There is an urgent need to develop a critical response strategy to reduce carbon emissions and address other environmental impacts.&nbsp;<br /><br />Residential and commercial buildings account for more than a third of total energy use and its associated greenhouse gas emissions in the world.&nbsp; A report by the United Nations Environment Programme and Sustainable Buildings &amp; Construction Initiative (&ldquo;UNEP-SBCI&rdquo;) shows that the &ldquo;huge potential of the building and construction sector for combating climate change remains virtually untapped&rdquo;.&nbsp; The UNEP-SBCI report further states that greenhouse emissions from buildings worldwide are set to increase sharply over the next 2 decades and a major contributor is the construction industry.&nbsp; The building and construction sector has the largest potential for cutting greenhouse emissions responsible for global warming.<br /><br />The way we design, build, manage and operate buildings has a major impact on the environment and this planet.<br /><br /><strong>Accountability and Responsibility<br /><br /></strong>Whilst collectively we may proclaim in public that we are conservationists, just because it is in vogue to say so nowadays, yet in our daily lives we continue to make choices which do not reflect this.<br /><br />Left to their own devices, environmental protection and preservation are not foremost in the agenda of most construction companies and property developers.&nbsp; Maximisation of profits is usually the key criteria and &ldquo;going green&rdquo; is perceived as an expensive indulgence.&nbsp; Similarly for the buyers and investors of the end product &ndash; they are more concerned with the cost of the product and fiscal returns on their investment.&nbsp; Investing in the future should not just be about financial gain.&nbsp; There must be a balance in life and our focus should shift to investing in environmental management and sustainability for our children and future generation.<br /><br /><strong>Government Impetus</strong><br /><br />Recognising the compelling need to take positive action, environmentally conscious governments around the world have devised various strategies to encourage the private sector to build and invest in sustainable development.&nbsp; These incentives come in the form of stimulus packages and enactments of distinct legislation and regulations to curtail environmental pollution and damage.<br /><br />In light of these circumstances, Qatar must be lauded for the emphasis placed in sustainable development in the Qatar National Vision 2030 (&ldquo;QNV2030&rdquo;).&nbsp; It highlights Qatar&rsquo;s determination to be a role model and the green capital, amongst the Middle Eastern countries, in sustainable development and in addressing climate change &ndash; showing a firm commitment to combating the alarming decline of our environmental conditions.&nbsp; QNV2030 outlines Qatar&rsquo;s strategies for balancing economic growth with social and environmental progress.&nbsp;<br /><br />As a further attestation to its commitment, Qatar has formed the National Committee for Climate Change (&ldquo;NPCC&rdquo;) under the Ministry of Environment and it has also&nbsp;&nbsp; strongly supported the establishment of the Qatar Green Building Council (&ldquo;QGBC&rdquo;).&nbsp; Whilst the rest of the world is preoccupied with either economic woes or civil unrest, Qatar remains relatively unscathed and is pressing on with its ambitious development plans.&nbsp; In line with its determination to safeguard the environment, Qatar is seriously looking at implementing various strategies to curb environmental deterioration and reverse its impact.&nbsp; Those responsible for the establishment of the QGBC understand that implementing its mission to encourage green development requires special impetus through Government action.<br /><br />It is inevitable that the implementation of the policies and strategies developed by these bodies will require either a revamp of existing related legislation or the enactment of new legislation to supplement the existing legislation.&nbsp;The Government of Qatar has a critical role to play in setting regulatory standards and creating incentives for reducing greenhouse gas emissions.&nbsp; Specific laws should be enacted on sustainable development, focusing on energy efficiency and greenhouse gas mitigation. In addition, the Government should strengthen and empower the relevant Government agencies and local authorities charged with enforcement of these regulatory standards.&nbsp; Poor enforcement of these new policies, programs and legislation developed and enacted will curtail all the efforts made to mitigate, adapt to and counter climate change.<br /><br />A carrot and stick approach could be adopted to encourage developers and construction companies to design, develop and build green buildings and infrastructure.&nbsp; Existing environmental laws should be scrutinised and if need be, revamped, to impose more stringent provisions to curb environmental abuses.&nbsp; As mentioned above, enforcement of the laws must also be addressed as it is pointless enacting such laws if implementation is lax.<br /><br />Certain jurisdictions have already enacted laws to impose levies and penalties on companies which use toxic materials.&nbsp; In fact, incentives are given to encourage the use of non toxic materials and &ldquo;green building materials&rdquo;.&nbsp; A green building stimulus package to spur responsible development could include the following incentives:</p>\r\n<ul>\r\n<li>Tax exemptions and reductions</li>\r\n<li>Capital subsidies, grants, subsidised loans, rebates</li>\r\n<li>Priority in building permit processing and expedited plan review</li>\r\n<li>Increased Floor-to-Area ratios, which allow a developer to construct more building area than allowed by applicable zoning</li>\r\n<li>Incentives for procurement and use of recycled materials and building materials which are environmentally friendly</li>\r\n<li>Publicity and awards given to companies which undertake and promote green projects.</li>\r\n</ul>\r\n<p>Financial institutions should also be encouraged to participate in green building and infrastructure projects and development.Incentives could be given to financial institutions to provide financing for projects which focus on sustainable development at a more attractive rate than the financing rates given for projects which do not emphasise on sustainable development.&nbsp;<br /><br />In fact, obtaining the relevant certification for compliance with the green building criteria should be made a material obligation under these financing agreements.&nbsp; Failure to obtain such certification could then trigger a default provision in the financing agreement.<br /><br /><strong>Changing the Way We Think<br /><br /></strong>Being environmentally conscious is not and should no longer be perceived as an expensive indulgence. Making the right choices is a responsibility incumbent on all of us to undertake for the future of this planet.&nbsp; A balance must be achieved between development and preservation of the natural beauty and heritage of this earth.&nbsp; Wanton and reckless development at the price of destroying the environment should no longer be tolerated.&nbsp; Apathy is a luxury we can no longer afford.&nbsp; We can choose to be the caretakers of this earth or its destroyers.<br /><br />Sustainable development is the way of the future.&nbsp; Opting for this choice of development &ldquo;meets the needs of the present without compromising the ability of future generations to meet their own needs&rdquo; [United Nations 1987 Report of the World Commission on Environment and Development]. The time for change is now.<br /><br /><br />First Published in Construction Week Magazine,<br />August 2012</p>'),
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(83339, 4547, 'content_description', 'Climate change is a global issue.Addressing climate change should be both a global agenda as well as a national one.  '),
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(83341, 4547, 'pageSummary', 'Climate change is a global issue.Addressing climate change should be both a global agenda as well as a national one.  '),
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(83354, 4548, 'content', '<p>By virtue of such private arrangements, which remain typically un-authenticated or un-notarized, the lenders will lock-up these shares for the entire term of the facilities granted to the borrowers and dispose of the same in the event of default or breach of contract. However, such arrangements, in conjunction with the actions of the lenders pursuant to the same, are not necessarily valid and enforceable.</p>\r\n<p>There are two methods under which a pledge over shares can be made, as follows:</p>\r\n<ul>\r\n<li>Direct Pledge Over Shares:</li>\r\n</ul>\r\n<p>Under Article 225 of the Kuwait Law of Commerce, a pledge of shares is made by a contract and is perfected by a notation on the share certificate and in the share ledger of the company issuing such shares indicating that such shares are pledged to the pledge.&nbsp; In addition, for listed shares, pledges must be also noted at the Clearance Chamber with the Kuwait Stock Exchange (&ldquo;KSE&rdquo;); or</p>\r\n<ul>\r\n<li>Floating Pledge Over Securities Portfolio:&nbsp;</li>\r\n</ul>\r\n<p>A floating pledge of a portfolio (account) with a custodian or the lenders can be made by a contract. Title to every asset in the portfolio must be transferred to the custodian. In case of shares, the pledgor would transfer (i.e., by direct transfer and not a trade) the shares through the KSE to the custodian which would be the registered owner of the shares but, being a custodian, the shares in the portfolio would be &ldquo;off balance sheet&rdquo; assets.&nbsp; As such, the custodian would hold the shares in its name but for the benefit of an undisclosed client which is the beneficiary owner of the portfolio.<br /><br />A pledge over the portfolio is established by a contract whereby the beneficial owner agrees to the pledge for the benefit of the pledgee. The custodian would be acting on trust on behalf of the pledgee in holding the security.&nbsp;<br /><br /><strong>The portfolio contract usually includes self-remedies such as:</strong></p>\r\n<ul>\r\n<li>imposing restrictions on the beneficial owner to liquidate the assets of the portfolio or receive cash available in the portfolio even though limited power is granted to the beneficial owner to trade the shares in limited cases;</li>\r\n<li>grant the pledgor the right to request the custodian to liquidate the portfolio and remit cash to it at any time; and</li>\r\n<li>notarization of the contract with the &ldquo;writ of execution&rdquo; by the Notary Public in favor of the pledgor which grants the pledgor the right to enforce its rights in the contract without the need to obtain a Court judgment.</li>\r\n</ul>\r\n<p>A pledge over the portfolio (which assets is composed of shares) as opposed to a direct pledge over shares is usually a preferred structure for lenders and borrowers because it enable both parties to replace/trade the underlying shares in the portfolio with simple procedures without a need to release the pledge and then noting a new pledge over the new shares each time there is a trade of the shares deposited in the portfolio.&nbsp;<br /><br />However, any private agreement executed between the lenders (or a Security Agent representing the lenders), the borrower and the custodian (the &ldquo;Private Agreement&rdquo;) granting the lenders (or the Security Agent acting on their behalf) the right or prerogative to &ldquo;liquidate&rdquo; the shares contained in the custody account (outside the scope of a pledge set forth through one of the mechanism described above) in the event of default or breach of agreement under the loan agreements or the Private Agreement is deemed null and void pursuant to the provisions under Article 237 of the Kuwait Law of Commerce. Said provisions are mandatory and may not be set aside by an agreement between the parties.<br /><br />Further, in practice, we note that many pledgees (under a duly structured pledge, regardless of notarization) generally prefer, in case of default of the pledgors, to sell the shares that are deposited in portfolios directly without referring the same to the court in accordance with the procedures set out in the Commercial and Civil Pleadings Law. In this regard, the pledgees rely on the fact that in any action by the pledgor nullifying the sale procedures for violation of the enforcement rules outlined above, the pledgor would be entitled to damages in an amount equal to the value of the shares sold which would be then set-off against the pledgor&rsquo;s indebtedness to pledgee. However, we are aware of some cases where pledgors request damages higher than the value of the shares sold which include for example the difference between the sale price by the pledgee or the custodian and the market price of the shares when the pledgor files the legal action if such price appreciates.<br /><br /><strong>Foreclosure procedures over any pledged assets would require:</strong></p>\r\n<ul>\r\n<li>a notice to be served on the debtor requesting payment of the due amount of the debt that is secured by the pledge over the shares or the portfolio.</li>\r\n<li>when three days have elapsed after service, the submission by the pledgee of an ex parte petition to the President of the Al-Kulliya Court (first degree court) requesting the issue of an order to sell all or part of the collateral (shares or portfolio).</li>\r\n<li>The Court order to sell the pledged assets may not be executed until five days have elapsed following the date of its service on the pledgor, which notice must name the place, date and hour of the intended sale. If the security interest covers more than one asset, the pledgee is entitled to designate the asset to be sold except where otherwise agreed in the pledge contract. However, in no case can the sale cover more than what is adequate to pay off the debt.</li>\r\n<li>If after a sale there are surplus funds, these must be returned to the pledgee. The sale shall be effected at the time and place designated by the President of the Al-Kulliya Court by public auction except where the President designates another method. For the sale of shares, the President of the Al-Kulliya Court will order their sale in the KSE through an authorized broker.&nbsp;</li>\r\n</ul>\r\n<p><strong>In conclusion, we recommend that a Court order is obtained prior to any enforcement procedures.<br /><br /></strong>We also recommend that the portfolio pledge contract is notarized by the Kuwaiti Notary Public. Notarization of the contract is not required for the validity of the pledge but to have the Notary Public&rsquo;s stamp of the &ldquo;writ of execution&rdquo; in favor of the pledgee on the contract. This writ of execution would enable the pledgee to deposit the original portfolio pledge contract with the Execution Department at the Ministry of Justice for enforcement of its rights under the contract directly without a prior judgment. This would be required for enforcement of any other rights other than the foreclosure over the shares. &nbsp;</p>'),
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(83358, 4548, 'content_description', 'In Kuwait, it is not unusual for lenders to set in place certain contractual arrangements with their borrowers which create a pledge-like over shares owned by the borrowers in the capital of certain high value companies. '),
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(83360, 4548, 'pageSummary', 'In Kuwait, it is not unusual for lenders to set in place certain contractual arrangements with their borrowers which create a pledge-like over shares owned by the borrowers in the capital of certain high value companies. '),
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(83387, 4551, 'content', '<p>According to the Law, an Operating Foreign Company means a Company or an entity which is registered outside the Kingdom, whose headquarters are in another country and whose nationality is considered non-Jordanian. <br /><br /><strong>In terms of its nature it shall be divided into two main types:</strong></p>\r\n<ol>\r\n<li>Companies operating for limited period, which are awarded tenders in order for them to realize their work in the Kingdom for a limited period. The registration thereof shall cease upon the completion of such work unless the said Company obtains new contracts, in which case its registration shall extend to cover the execution of such work. Its registration shall be cancelled after completion of all its work in the Kingdom and after its rights and obligations are settled.</li>\r\n<li>Companies operating permanently in the Kingdom under license by the competent official authorities.</li>\r\n<li>Additionally, Article 240 of the Law stipulates that no foreign company or entity may exercise any commercial business in the Kingdom unless it is registered in accordance with the provisions of the Law after obtaining a permit to operate pursuant to the applicable Laws and regulations. As an example, if a foreign bank wishes to register a branch in Jordan, it is required to get the approval of the Central Bank of Jordan in accordance with the provisions of the competent Jordanian banking laws in order to operate.</li>\r\n</ol>\r\n<p><br />As for the registration of the operating foreign company in Jordan, Article 241 of the Law states that the registration application for the Foreign Company or entity shall be submitted to the Controller of Companies (the \"Controller\") accompanied by the following data and documentation. However, it is important to note that the required documents are to be translated into Arabic, provided that the Arabic translation is certified by a Notary Public inside the Kingdom.<br /><br />Some of the important documents required for the registration of a foreign company in Jordan include the following:</p>\r\n<ol>\r\n<li>A copy of the Articles and Memorandum of Association, or any other document related to its foundation, showing the method of its foundation.</li>\r\n<li>The written official documents which certify that such Company has obtained the approval of the concerned authority in the Kingdom for carrying out the work, and investing the foreign capitals therein in accordance with the legislations in force.</li>\r\n<li>A list of the names of the members of the Board of Directors of the Company,&nbsp; the management committee or the partners, as the case may be, along with the nationality of each one of them, in addition to the names of the persons who are authorized to sign on behalf of the Company.</li>\r\n</ol>\r\n<p><br />Please note that all the abovementioned documents are to be duly certified by the Jordanian Embassy or Consulate, as well as the Ministry of Interior in the foreign country. Additionally, all the documents are to be duly certified at the Jordanian Ministry of Exterior as well as the Ministry of Justice.<br /><br />Furthermore, the application for the registration of the operating foreign company in Jordan must be signed by the person authorized to register the Company before the Controller, the person authorized by him in writing, or the Notary Public. The application must also incorporate the fundamental information about the Company, including, but not limited to, the following:<br /><br />(a)&nbsp;The name of the Company, its form and capital.;<br />(b)&nbsp;The objectives of the Company, established within the Kingdom.; <br />(c)&nbsp;Detailed information about the founders, partners. or the Board of Directors and the share of each of them.; and<br />(d)&nbsp;Any other data or information whose submittal is deemed necessary by the Controller.<br /><br />Additionally, the Law has entrusted the Controller with the power to accept or reject the registration of the Foreign Company or entity in Jordan. In the event of the approval of registration, the legal registration procedures of the Company or entity in the Foreign Companies Register shall be completed and shall be published in the Official Gazette upon collecting the legal fees.<br /><br />Finally, it is important to stress some of the obligations ensued on the foreign company upon registration in the Kingdom. According to the Law, the foreign company registered in Jordan shall undertake the following:<br /><br />(a)&nbsp;To submit to the Controller within three months from the end of each fiscal year its balance sheet and the profit and loss account of its operations in the Kingdom duly certified by a Jordanian licensed auditor. <br /><br />(b)&nbsp;To publish the balance sheet and the profit and loss account regarding its operations in the Kingdom in at least two local daily newspapers within sixty (60) days from the date of submitting these statements to the Controller. <br /><br />The Minister may exclude any Company from implementing the above upon the recommendation of the Controller.</p>'),
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(83393, 4551, 'pageSummary', 'The issue of the operating foreign companies in Jordan is dealt with in Articles 240 – 244 of the Jordanian Companies Law No. 22 for the year 1997 (the \"Law\"). '),
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(83397, 4551, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Abdallah Al Fraihat'),
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(83406, 4552, 'content', '<p>Additionally, these agents contribute greatly towards making sure that the required raw materials and production requirements for the private industrial and trading sectors are provided for. Furthermore, it is important to note the importance of the existence of such business structures, due to the nature and character of the current global economy.<br /><br />In terms of the definitions of commercial agency and commercial agent, Article 3 of the Commercial Agents Law No. (51) for the year 2000 (the \"Law\") defines the Commercial Agency as \"every business which is practiced in Iraq by an agent on behalf of a natural person or corporate body abroad whether it is a commercial agency, a commission agency, or any other commercial agency provided for by the laws of commerce, companies, and transportation\". Furthermore, Article (3) of the Law further states that a commercial agent includes any natural person or corporate body who practices any commercial agency business provided for by the Law.<br />Article 8 of the Law provides that \"the Registrar may decide to regard any commercial activity carried out in Iraq by a natural or judicial person and on the basis of legal evidence, as a commercial agency subject to the provisions of this law. <br /><br />Under the Law, a commercial agent must be licensed as a commercial agent by the Companies&rsquo; Registrar of the Ministry of Trade, provided that he satisfies the following requirements:<br /><br />(a)&nbsp;If natural person:</p>\r\n<ul>\r\n<li>to be an Iraqi and resident in Iraq;</li>\r\n<li>legally competent and to be 25 years of age or over;</li>\r\n<li>not be convicted of a crime, affecting honour;</li>\r\n<li>to have allegiance to the country; and</li>\r\n<li>to not be a civil servant or entrusted with a public service.</li>\r\n</ul>\r\n<p><br />(b)&nbsp;If judicial person:</p>\r\n<ul>\r\n<li>to be Iraqi and for all its shareholders to be Iraqi;</li>\r\n<li>to have a commercial office in Iraq to practice his work; and</li>\r\n<li>to be affiliated with one of the Chambers of Commerce in Iraq and to have a trade name.</li>\r\n</ul>\r\n<p><br /><strong>Procedures for obtaining the license of the commercial agency</strong><br /><br />In terms of the procedures necessary for obtaining a commercial agency in Iraq, the Law states that any person or entity wishing to obtain the status of a commercial agency shall submit a written request to the Department of Commercial Agencies in the Registrar of Companies supported with the documents included hereto bellow. Further, the Law has entrusted the Registrar of Companies officials with the responsibility of checking the documents submitted as well as attending to the competent authorities (such as the Ministry of Interior and the Ministry of National Security Affairs) in order to obtain the approval of granting the commercial agency license to the applicant.<br /><br /><strong>What are the required documents for obtaining a license to practice acts of the Commercial Agency Business?</strong><br /><br />By virtue the provisions of the Article 4 of the Law, some of the required documents for obtaining the license to practice activities of commercial agency are as follows:</p>\r\n<ol>\r\n<li>A Commercial Agency Agreement with an Arab or Foreign company from outside Iraq certified and authenticated, according to the law;</li>\r\n<li>Chamber of Commerce identification (Type of Business: Commercial Agencies);</li>\r\n<li>All personal documents/identity card of the commercial agent (or the General Manager of the company);</li>\r\n<li>If the applicant is a judicial entity, additional documents are required to be submitted with the application as follows:</li>\r\n</ol> \r\n<ul>\r\n<li>Certificate of Incorporation for the company;</li>\r\n<li>Articles of Association of the company certified by the competent authorities; and</li>\r\n<li>Minutes of the Founding General Assembly Resolutions appointing the General Manager of the company and certified by the competent authorities.</li>\r\n</ul>\r\n<p><br /><strong>Conclusion:</strong><br /><br />The Commercial Agents Law No, 51 for the year 2000 allows for a wide definition when it comes to commercial agencies and commercial agents in Iraq. Amongst many things, this contributes to the development of the commercial sector in Iraq and opens the door for the expansion of the Iraqi markets both locally and internationally.</p>'),
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(83410, 4552, 'content_description', 'The Commercial Agency business forms an integral part of the Iraqi commercial industry, as the Commercial Agents practicing at various levels pay a big part in building the necessary bridges of communication between foreign suppliers and Iraqi importers.'),
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(83416, 4552, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Ahmed Al Jumaili'),
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(83425, 4553, 'content', '<p>Although prior to the listing and the offering the business might have been managed by directors or managers, the scope and nature of duties and responsibilities as well as potential liability of the board of directors (&ldquo;Board&rdquo;) and its members post listing/offering will be much broader than before. <br /><br />For example, Board members may be required to carefully monitor and report their interest in the issuer, become responsible for numerous filings with the exchange and the regulatory authority and cannot be remunerated otherwise than in compliance with a prescribed process. <br />This article examines the context of Saudi companies that have their shares listed and admitted to trading on the Saudi Stock Exchange (Tadawul) (&ldquo;SSE&rdquo;).<br /><br />It further sets out some main considerations for Board members of Saudi companies whose shares are listed and admitted to trading on the SSE. <br /><br /><strong>LEGAL FRAMEWORK: </strong><br /><br />Duties, responsibilities as well as certain restrictions concerning operations of the Board are prescribed under a number of sources:</p>\r\n<ul>\r\n<li>KSA Regulations for Companies issued under a Royal Decree No M/6 of 22/3/1386H with further amendments (&ldquo;Companies Regulations&rdquo;);</li>\r\n<li>Capital Market Authority (&ldquo;CMA&rdquo;) of the Kingdom of Saudi Arabia (&ldquo;KSA&rdquo;) Listing Rules (&ldquo;Listing Rules&rdquo;);</li>\r\n<li>CMA Corporate Governance Regulations in the KSA (&ldquo;Corporate Governance Regulations&rdquo;); and</li>\r\n<li>The Capital Markets Law in the KSA issued under a Royal Decree No M30/2003 with further amendments (&ldquo;Capital Markets Law&rdquo;).</li>\r\n</ul>\r\n<p><br /><strong>1.&nbsp;COMPANIES REGULATIONS</strong><br /><br />Under the Companies Regulations, with due regard to the prerogatives vested in the general meeting, the Board has full power in the administration of the issuer. <br /><br />Despite its broad powers, under the Companies Regulations, the Board is subject to restrictions that include the following:&nbsp;</p>\r\n<ul>\r\n<li>Interest: A Director may not have any interest, whether directly or indirectly, in the transactions or contracts entered into by the issuer, other than in exceptional cases.&nbsp; A Director must declare to the Board any personal interest he/she may have in transactions/contracts entered into by the issuer.</li>\r\n<li>Competition: A Director may not, other than in exceptional cases, participate in any business in competition with that of the issuer.</li>\r\n<li>Director Loan: A Director shall not accept any cash loan or a guarantee of any loan by the issuer towards it.</li>\r\n<li>Remuneration: The Directors&rsquo; remuneration must not exceed 10% of the net profits of the issuer after deduction of expenses, depreciations, and such reserves as are determined by the general meeting or by the issuer&rsquo;s bylaws, and after distribution of a dividend of not less than 5% of the issuer&rsquo;s capital to the shareholders.</li>\r\n<li>Issuer Loan: The Board may not enter into loans for and on behalf of the issuer for terms exceeding three (3) years, or sell or mortgage the real property or the place of business of the issuer, or release the debtors of the issuer from their liabilities, unless so authorised in the bylaws of the issuer and subject to the terms set forth therein.&nbsp;</li>\r\n</ul>\r\n<p><br />Directors who are found to be in breach of the provisions prescribed under the Companies Regulations may be subject to civil or criminal liability.<br /><br />The issuer may institute a personal action in liability against any Director for wrongful acts that cause prejudice to the shareholders. <br /><br />Directors are jointly responsible for damages to the issuer, or the shareholders, or third parties, arising from their maladministration of the affairs of the issuer or their violation of the provisions of the Companies Regulations or of the issuer&rsquo;s bylaws.&nbsp; <br /><br />In certain cases, e.g. if a Director has dishonestly overestimated the value of contribution in kind or the special privileges granted to founders or received or distributed fictitious (unearned) profits, the Director may be subject to imprisonment for a period of between three months and a year and/or to a fine.&nbsp; <br /><br /><strong>2.&nbsp;LISTING RULES</strong><br /><br />Apart from those established under the Companies Regulations, the Directors and the Board have certain responsibilities under the Listing Rules including, without limitation:</p>\r\n<ul>\r\n<li>Listing Liability: Under Director&rsquo;s declaration that each Board member is required to execute in course of the listing application process, each of the Board members declares to have, amongst other things:<br />(a)&nbsp;included all the information required to be included in the prospectus pursuant to the Capital Market Law and the Listing Rules; <br />(b)&nbsp;that there are no other facts bearing on the issuer&rsquo;s application for registration and admission to listing which in their opinion, should have been disclosed to the CMA; and <br />(c)&nbsp;understood the nature of our responsibilities and obligations as Directors of a company whose securities are listed.</li>\r\n<li>Continuing Obligations: The Directors are responsible for ensuring that all disclosures made by the issuer to the public and to the CMA are clear, fair and not misleading.&nbsp;</li>\r\n<li>Serving Issuer&rsquo;s Interest: The Directors must exercise their powers and carry out their duties in such a way as to serve the interest of the issuer. <br />Any failure by the Board to comply with the Listing Rules may result in the CMA suspending or cancelling the listing of the issuer&rsquo;s securities and/or imposing a trading halt on the issuer&rsquo;s securities.</li>\r\n</ul>\r\n<p><strong>3.&nbsp;CORPORATE GOVERNANCE REGULATIONS</strong><br /><br />The Directors and the Board have numerous responsibilities and obligations under the Corporate Governance Regulations that include, in particular:</p>\r\n<ul>\r\n<li>Policymaking: laying down a clear policy regarding dividends, ensuring that its annual report is prepared in compliance with the requirements set out under the Listing Rules and the Corporate Governance Regulations,</li>\r\n<li>Compliance: approving strategic plans and main objectives of the issuer, supervising their implementation and drafting a Corporate Governance Code for the issuer.&nbsp;</li>\r\n</ul>\r\n<p><strong>4.&nbsp;CAPITAL MARKETS LAW<br /></strong><br />Finally, Directors need to act in compliance with the Capital Markets Law, such as:</p>\r\n<ul>\r\n<li>Disclosure: The Board is required to notify the CMA of any material change to the statements of the prospectus immediately on becoming aware of such material changes where such change may affect the price or value of the issuer&rsquo;s security.</li>\r\n<li>Market Manipulation: Directors must not intentionally do any act or engage in any action which creates a false or misleading impression as to the market, the prices or the value of any securities for the purpose of creating that impression or thereby inducing third parties to buy, sell or subscribe for such security or to refrain from doing so or to induce them to exercise or refrain from exercising any rights conferred by such security.</li>\r\n<li>Insider Trading: A Director who obtains through family, business or contractual information insider information is prohibited from directly or indirectly trading in the security related to such information or to disclose such information to another person with the expectation that such person will trade in the security.</li>\r\n<li>Continuing Obligations: The Board is responsible for ensuring the issuer&rsquo;s quarterly and annual reports are filed with the CMA.</li>\r\n<li>Prospectus: Directors bear the primary responsibility for the completeness and accuracy of a prospectus.</li>\r\n</ul>\r\n<p><br />Should a prospectus contain incorrect statements of material matters or omit material facts, the Board may be held liable. <br /><br /><strong>CONCLUSION:</strong><br /><br />As the above indicates, apart from the commonly known responsibilities of protecting the shareholders\' assets and ensuring they receive a decent return on their investment, actions of Board members are under scrutiny at all times.&nbsp; <br /><br />Not only is the Board prohibited from taking certain actions, e.g. participating in a competing business to the one of the issuer or taking a loan from the issuer but also required to take certain measure, such as declaring their interest in the issuer, making timely and not misleading market disclosures and introducing internal policies. <br /><br />Before taking up a role as a Board member of a SEE-listed company, a candidate should become familiar with the rules and regulations that govern operation of the Board and conduct by its members. <br /><br />Failure to be aware of and meet these legal requirements could result in a legal action taken by the shareholders or third parties against the Board and/or its member.<br /><br />With valuable contributions from the Riyadh team of Al Tamimi &amp; Company, particularly Hesham Al Homoud, Partner.</p>'),
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(83439, 4553, '_yoast_wpseo_metadesc', 'Listing a company in Saudi Arabia exposes directors to significant exposure arising out of numerous duties and potential liabilities.'),
(83440, 4554, 'content', '<p>&ldquo;I felt uneasy about making the rapid decisions I have always made, and wondered whether every decision should be formally ratified and minuted at a board meeting.&rdquo; Richard Branson &ndash; Virgin Group.<br /><br />The Oxford English Dictionary defines a resolution as &ldquo;A formal decision, determination, or expression of opinion, on the part of a deliberative assembly or other meeting&rdquo;. Corporate entities record their decisions by means of corporate resolutions, which appear in minutes of meetings and &ndash; if the corporate entity&rsquo;s constitutive documents permit it &ndash; in written resolutions adopted in lieu of a meeting. Nowadays, many corporate entities find it more convenient to adopt resolutions by written consent.<br /><br />For instance, in the United Arab Emirates, the Commercial Companies Federal Law No. 8 of 1984 (and its subsequent amendments) in its articles (107) and (134) has obligated all public and private joint stock companies to record all their shareholders / board minutes of meetings in a special book signed by all the shareholders / directors attending those meetings. Notwithstanding the aforementioned, the Law allows such companies to pass written resolutions signed by all shareholders / directors and such resolutions are deemed to be valid, effective and correct as if adopted in a meeting duly convened and held.<br /><br />In our role as corporate lawyers we are often called upon to draft or review corporate resolutions. To a greater or lesser degree, many of such resolutions that we encounter suffer from opaque and convoluted language of the sort that afflicts many corporate agreements.<br /><br />This article focuses on written resolutions, because lawyers tend to draft corporate resolutions more often than minutes.<br /><br />The traditional form of written corporate resolutions usually contains the following elements which can be used as a starting point before tailoring the document to suit the purposes of the corporate entity:<br /><br />1)&nbsp;the title;<br />2)&nbsp;the recitals;<br />3)&nbsp;the lead-in;<br />4)&nbsp;the resolutions; and<br />5)&nbsp;the concluding clause and the signature blocks.<br /><br /><br />The Title: The title usually refers to the resolution as a &ldquo;written resolution&rdquo;. This is not strictly necessary &ndash; a corporate resolution is manifestly written, whether or not it is described as such in the title &ndash; but it serves to highlight that the resolutions were adopted by means of the statutory alternative to voting at a meeting.<br /><br />The clearest layout for the title is to state the entity name at the top, in boldface all-capitals, with underneath, in regular all-capitals, unanimous written consent of corporate entity in question.<br /><br />Lead-In: The lead-in to corporate resolutions constitutes a category of contract language that is referred to as &ldquo;language of performance&rdquo;, in that it records an action of the parties that is concurrent with the signing of the resolution.<br /><br />Traditionally, resolutions open with a statement to the effect that the signatories are adopting the resolutions that follow.<br /><br />A resolution lead-in contains more information than a normal contract lead-in, as it states the capacity in which the signatories are signing the resolution (as shareholders, directors, or otherwise) and what portion of the applicable corporate entity they represent (all of it, a majority, more than two thirds, or otherwise). It is also usual to include a statement that the signatories are acting by written consent in accordance with a given section or article of the corporate entity&rsquo;s articles of association or otherwise.<br /><br />In the lead-in, drafters also invariably provide the defined term for the entity that is the subject of the resolution, such as the &ldquo;Company&rdquo;, allowing readers to more readily distinguish that entity from any other entities that might be mentioned.<br /><br />It is always desirable to state in the lead-in that &ldquo;the signatories resolve as follows.&rdquo;<br /><br />Recitals: A resolution will often contain, after the lead-in, paragraphs beginning with Whereas that explain the background to the resolutions therein. The recitals are also sometimes referred to collectively as the &ldquo;Preamble&rdquo;. One can readily distinguish recitals from resolutions without using Whereas to notice them, and as such one can draft the recitals without the use of the word Whereas.<br /><br />A more interesting issue is where should the recitals be placed in the resolution. Given that the preferred form of resolution does not permit any intervening language, and knowing that the recitals do not constitute resolutions, and since the lead-in refers to the resolutions that follow, this requires that the recitals be placed before the lead-in rather than after.<br /><br />Resolutions: Most formal actions and decisions approved by a corporate entity&rsquo;s board of directors or shareholders will be in the form of a resolution. These resolutions can range from appointing managers or authorized signatories, increasing the company&rsquo;s capital, to assigning a lease or authorizing a contract, selling real estate or terminating a lease or a contract.&nbsp; If any thing is to be done or sign the person or persons another to do so should be specified.<br /><br />The Concluding Clause and the signature blocks: After the resolutions and before the signatures is a statement as to when the resolution is being signed. By analogy to contracts, one can refer to this statement as the &ldquo;concluding clause&rdquo;. <br />The recommended form of concluding clause is as follows: &ldquo;this resolution is signed on [insert a date].&rdquo;<br /><br />Each signature block consists of a signatory&rsquo;s name accompanied by a signature line. If all signatories are individuals, it is always appropriate to state each signatory&rsquo;s name in initial capitals rather than all capitals.<br /><br />Finally, we can say that a corporate resolution is a powerful document and, as such, must be drafted correctly and efficiently. Keeping these resolutions long term is useful in the event that the actions of the shareholders or board of directors of a corporate entity are subsequently challenged. Properly maintained corporate resolutions are vital to a good corporate governance and the protection of its directors and shareholders.</p>'),
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(83459, 4555, 'content', 'The end result was the enactment of a new Markets Law DIFC Law No 1 of 2012 (New Markets Law) and associated Markets Rules (MKT) (Markets Rules) which replace in their entirety the 2004 DIFC Markets Law and the Offered Securities Rules.  In addition, certain supporting amendments were also made to Regulatory Law DIFC Law No. 1 of 2004 as well as to the following DFSA Rulebook modules:\r\n\r\n&nbsp;\r\n\r\n(a) Fees Module (FER);\r\n(b) Takeover Rules Module (TKO);\r\n(c) Representative Office Module (REP);\r\n(d) Price Stabilisation Module (PRS);\r\n(e) Recognition Module (REC);\r\n(f) Glossary Module (GLO);\r\n(g) Authorised Market Institutions Module (AMI);\r\n(h) Collective Investment Rules (CIR);\r\n(i) Islamic Finance Rules (IFR); and\r\n(j) General Module (GEN).\r\n\r\nAll of the changes referred to above (“New Regime”) came into force on 5 July 2012.\r\n\r\nThe New Regime represents a significant change to the DIFC legal framework relating to a number of areas including:\r\n\r\n1. prospectus;\r\n2. authorised market institutions;\r\n3. obligations of reporting entities;\r\n4. market disclosure;\r\n5. accounting periods and financial reporting;\r\n6. market abuse; and\r\n7. listed funds.\r\n\r\nGoing into a detailed review of all of the changes brought about by the New Regime is beyond the scope of this article (although we would be pleased to provide specific advice regarding any aspect of the New Regime). The focus of this article is to consider the impact of the New Regime on the following questions in the context of an offer of securities regulated under the New Regime: (i) when is a prospectus required?; and (ii) if required, what information should a prospectus include? It is important to note that an offer of units in a collective investment fund is subject to separate considerations which are not covered by this article (and references in this article to “securities” do not include such units).\r\n\r\n<strong>PROSPECTUS REQUIREMENTS</strong>\r\n\r\n<strong>Prospectus Trigger:</strong>\r\n\r\nPrior to the New Regime, in the context of an offer of securities, the issue of whether a prospectus was needed and, if so, what it had to contain were determined by first categorising the offer of securities as either being a public, exempt or unregulated offer.  However, under the New Regime, unless subject to exemptions (examples of which are given below), a prospectus will be required in either of the following two circumstances:\r\n<ul>\r\n 	<li>an offer of securities to the public in or from the DIFC; and</li>\r\n 	<li>having securities admitted to trading on NASDAQ Dubai.</li>\r\n</ul>\r\n<strong>Offer of Securities to the Public:</strong>\r\n\r\nWhereas the previous definition of “offer of securities” referred to “offers” and “invitations” directly or indirectly targeting investors, under the New Regime an “offer of securities to the public” takes place if there is “a communication to any person in any form by any means, presenting information on the terms of the offer and the securities offered, so as to enable an investor to decide to buy or subscribe to those securities (…)”.\r\n\r\nThis broad definition has been narrowed down by certain exclusions.  For example, communications made in connection with the trading of securities that are listed and traded on a regulated exchange and in the ordinary course of business of an authorised firm or recognised member are not considered to constitute an offer of securities that requires a prospectus.\r\n\r\n<strong>Exemptions from Prospectus Requirement: </strong>\r\n\r\nAs was the case under the old legal framework relating to offers of securities, the definition of an “offer of securities” under the New Regime requiring the issuance of a prospectus is subject to certain listed exemptions (offers coming within these exemptions being referred to as “exempt offers”).  Examples of exempt offers where a prospectus is not required include:\r\n<ul>\r\n 	<li>offers that are only made to institutional professional clients;</li>\r\n 	<li>offers involving a total consideration  of USD 100,000 or less; and</li>\r\n 	<li>offers directed at fewer than 50 persons (and where no such persons are natural persons) in any 12 month period.</li>\r\n</ul>\r\n<strong>Secondary Sales:</strong>\r\n\r\nUnder the old regime, if securities had previously been offered by way of a prospectus, no subsequent (secondary) offers of those securities were treated as new offers requiring a further prospectus.  However, under the New Regime, any subsequent offer of securities that had previously been offered to the public will be considered as a new offer and the issue of whether a prospectus is required or not for that subsequent offer must again be assessed by reference to the definitions of “offer of securities” and “exempt offers” contained in the New Regime.\r\n\r\n<strong>Prospectus Content – Summary: </strong>\r\n\r\nWhere a prospectus is required, it will be required to contain a prospectus summary section which must contain the following key information relating to the offer:\r\n<ul>\r\n 	<li>the risks associated with and essential characteristics of the issuer, and guarantor, if any, of the securities, including their assets, liabilities and financial position;</li>\r\n 	<li>the risks associated with and essential characteristics of the relevant securities including rights attaching to those securities;</li>\r\n 	<li>general terms of the offer, including estimated expenses charged to the investor;</li>\r\n 	<li>whether the securities are to be admitted to trading and if so, the details relating to such admission; and</li>\r\n 	<li>reasons for the offer and the proposed use of proceeds.</li>\r\n</ul>\r\n<strong>Prospectus Validity: </strong>\r\n\r\nA prospectus issued under the New Regime is valid for a period of 12 months from the date of its approval for the purposes of making an offer to the public or having securities admitted to trading, provided that it contains all relevant information.  There are restrictions on the extent to which historical data can be included in any prospectus (for example, financial information cannot be older than 18 months from the date of the prospectus).  Further, if there is a significant change in, material mistake or inaccuracy affecting any material contained in a prospectus, or if a significant new matter arises during a prospectus’ validity, then a supplementary prospectus is required to be produced.\r\n\r\n<strong>Prospectus Approval: </strong>\r\n\r\nWhereas before there was no formal prospectus approval process, under the New Regime a prospectus undergoes a formal approval by the DFSA.\r\n\r\nThe DFSA will only approve the prospectus where it is reasonably satisfied that:\r\n<ul>\r\n 	<li>the prospectus meets all the applicable requirements in the New Markets Law and the Markets Rules;</li>\r\n 	<li>the board of directors of the issuer complies with and has adequate systems and controls in place to ensure on-going compliance with the applicable requirements; and</li>\r\n 	<li>the issuer has received all the necessary consents as required under the New Markets Law and the Markets Rules.</li>\r\n</ul>\r\nOf course, the approval of a prospectus by the DFSA does not mean that the DFSA accepts any responsibility for the accuracy, comprehensiveness or merits of the information included in the prospectus.  The responsibility for the contents of a prospectus will remain with the issuer and/or advisors and experts responsible for verifying statements in the prospectus.\r\n\r\nThe issuer may file a draft prospectus with the DFSA for an informal review to avoid approval delays upon the actual submission.  Should the DFSA not approve the prospectus, the issuer can appeal the decision to the DFSA’s Regulatory Appeals Committee.\r\n\r\n<strong>CONCLUSION</strong>\r\n\r\nIn a public statement, Ian Johnston, Chief Executive Officer of the DFSA said: “These changes bring our markets regime into closer alignment with the EU requirements while retaining features necessary to accommodate regional needs and circumstances”.\r\n\r\nFrom these changes, it is clear that the DFSA is committed to making a continuous effort to ensure its legislative and regulatory standards follow best international practices.  However, it will be interesting to see whether these changes will result in increased capital markets activity in the DIFC.\r\n\r\nFor more details, please see: www.dfsa.ae/LegalFramework/Legislation/AmendmentstoLegislation and/ or contact the author of this article.'),
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(83465, 4555, 'pageSummary', 'Over the period of nearly two years the Dubai Financial Services Authority (DFSA), being the regulatory authority of the Dubai International Financial Centre (DIFC), has undertaken an extensive internal and external consultation process in relation to proposed changes to the DIFC Markets Law (issued in 2004), Offered Securities Rules and associated rules and regulations. The main aim of such a process was to bring the DFSA’s capital markets laws, rules and regulations into closer alignment with the European Union’s Prospectus Directive (2003/71/EC) and Market Abuse Directive (2003/6/EC) and various capital market standards adopted by the Organisation for Economic Co-operation and Development.'),
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(83473, 4555, '_yoast_wpseo_metadesc', 'Over the period of nearly two years the Dubai Financial Services Authority (DFSA), being the regulatory authority of the Dubai International Financial Centre (DIFC), has undertaken an extensive internal and external consultation process in relation to proposed changes to the DIFC Markets Law (issued in 2004), Offered Securities Rules and associated rules and regulations. The main aim of such a process was to bring the DFSA’s capital markets laws, rules and regulations into closer alignment with the European Union’s Prospectus Directive (2003/71/EC) and Market Abuse Directive (2003/6/EC) and various capital market standards adopted by the Organisation for Economic Co-operation and Development.'),
(83474, 4556, 'content', '<p>It is worth noting initially that the Shipowners Duties are the Charterers&rsquo; Rights, the various duties of the Shipowners can be summarised as follows:&nbsp;</p>\r\n<ol>\r\n<li>To provide a seaworthy ship which complies with the charterparty description;</li>\r\n<li>To properly and carefully load, handle, stow, carry, keep, care for, discharge and deliver the cargo;</li>\r\n<li>To comply with charterers&rsquo; legitimate employment instructions;</li>\r\n<li>To prosecute voyages with reasonable dispatch</li>\r\n</ol>\r\n<p><strong>THE DUTY TO PROVIDE A SEAWORTHY SHIP:<br /><br /></strong>Most of contracts of carriage &ldquo;particularly charterparties&rdquo; provide expressly that the ship should be seaworthy. For instance,&nbsp; clause 1 of ASBATANKVOY&nbsp;provides that &ldquo;&hellip;and being seaworthy and having all pipes, pumps and heater coils in good working order, and being in every respect fitted for the voyage&hellip;&rdquo;<br /><br />Notwithstanding that, other clauses in the charterparties may not mention the seaworthiness expressly but nevertheless, have the same effect. For example; clause 2.1 of BPTIME states that; &ldquo;Upon delivery the vessel shall be tight, staunch and strong and in every way fit for service&hellip;&rdquo;<br /><br />Even if there is no express seaworthiness clause, the duty to provide a seaworthy ship is, nevertheless, implied at law.<br /><br />It was provided in Kopitoff v Wilson, [ (1876)&nbsp; 1 QBD 602 ], that &ldquo;The shipowner is, by nature of the contract, impliedly and necessarily held to warrant that the ship is good, and is in a condition to perform the voyage then about to be undertaken, or, in ordinary language, is seaworthy, that is, fit to meet and undergo the perils of the sea and other incidental risks to which she must necessarily be exposed in the course of the voyage.&rdquo;<br /><br />Moreover, the same was enacted at the UAE Maritime Law, Article 227 under Section 2 of Chartering the Vessel for a Voyage, which provides: &ldquo;The disponent owner must put the vessel in question at the disposal of the charterer at the time and place agreed in a seaworthy condition and properly equipped in such a manner as to carry out the voyage or voyages specified in the charter-party and likewise he must keep the vessel in such condition throughout the voyage or voyages the subject of the charterparty&rdquo;.<br />In addition Article 245 Section 3 &ldquo;Time Charter&rdquo; and Article 253 section 4 &ldquo;Bareboat Charter&rdquo; of the said law, provided the same wordings of the aforesaid article.<br /><br />However, the same duty to provide a seaworthy vessel was lessened for the carrier, to only provide a seaworthy vessel before and at the commencement of each voyage, as per Article 272 (1) of the said law which provides that: &ldquo;1. The carrier must before setting sail and upon the commencement of a voyage use the necessary care to put the vessel in a seaworthy condition and to fit it out, man it and provision it properly. He must prepare the holds and cold rooms and other parts of the vessel to receive, carry and preserve the goods&rdquo;.<br /><br /><strong>What is seaworthiness?<br /><br /></strong>It was stated by Channell J in McFadden v Blue Star Line, [(1905) 1 KB 697], that: &ldquo;A vessel must have that degree of fitness which an ordinary careful and prudent owner would require his vessel to have at the commencement of her voyage having regard to all the probable circumstances of it&hellip;Would a prudent owner have required that it (i.e. the defect) should be made good before sending his ship to sea, had he known of it? If he would, the ship was not seaworthy&hellip;&rdquo;<br /><br />Accordingly, the essential standard of seaworthiness depends not only upon physical fit, but also to the nature and age of the ship, the type of the carried cargo, the manner of voyage envisaged, and all other relative conditions.</p>\r\n<p>It is worth noting that the following examples would amount to unseaworthiness breach of duty;</p>\r\n<ol>\r\n<li>&nbsp;An incompetent crew</li>\r\n<li>A crew which is insufficiently instructed or insufficient in numbers</li>\r\n<li>Out of date charts</li>\r\n<li>Insufficient bunkers for the voyage (depends on the type of charterparty).</li>\r\n<li>Stowage which affects the safety of the ship.</li>\r\n<li>Deficient systems ashore or on board.</li>\r\n<li>The absence of documents required by law (including local law) for the satisfactory prosecution of the contemplated voyage e.g.&nbsp; a deratting certificate.</li>\r\n<li>SMS or ISPS certificates are likely to be treated in the same way; however, documents which are not required by law (e.g. ITF Blue Cards) may not render the ship unseaworthy [The Derby (1985) 2 Ll. Rep 325].&nbsp;</li>\r\n</ol>\r\n<p><strong>What is Uncargoworthiness?<br /><br /></strong>Cargoworthiness is categorised under the seaworthiness requirements, the vessel must be in every way reasonably fit to receive and carry the contemplated cargo in order to be considered as a seaworthy vessel. It was stated as well in &ldquo;The Good Friend&rdquo; [ (1984) 2 Ll. Rep 586] that the ship would be considered as uncargoworthy due to the presence on board of other cargoes which may affect the potential cargo.<br /><br />The same was stipulated impliedly under Article 234 of the UAE Maritime Law, which provides that; &ldquo;It shall not be permissible for the disponent owner to load upon the vessel or upon the part thereof which is chartered goods which are not the charterer\'s without the charterer\'s consent, otherwise the freight for the goods loaded without consent shall belong to the charterer who shall also have the right to claim compensation for damages if appropriate&rdquo;.<br /><br /><strong>Doctrine of Stages<br /><br /></strong>It is crucial to tackle the issue of Doctrine of Stages, since the voyage might be performed in stages; therefore, the shipowner&rsquo;s duty is to ensure that the ship is seaworthy for/ and in each stage prior the commencement of that stage.<br /><br />For instance, a ship should be considered seaworthy with regards to stage 2 of a voyage, even if she does not have enough bunkers when leaving stage 1 to complete stage 2, provided that the carrier is able to obtain further bunkers at the end of stage 1.<br />&nbsp;<br /><strong>Causation:</strong><br /><br />Unseaworthiness gives rise to civil liability only if it actually causes loss or damage, and / or addressed in the charterparty, pursuant to Article 228 of the UAE Maritime Law. Bearing in mind that if loss or damage has been caused partly by unseaworthiness and partly by some other factors for which the carrier has a defence under the contract of carriage, or the applicable regime, then the carrier is not entitled to rely on that defence unless he can prove precisely the extent of the damage/loss has been caused solely by the exempted event.[ Smith Hogg v Black Sea (1940) AC 99].<br /><br />Article 228 of the UAE Maritime Law provides expressly that: &ldquo;The lessor shall be liable for any damages arising to the goods received by the master on board the vessel within the provisions of the charter-party, unless it is established that the lessor fulfilled his duties referred to in the preceding and the damage did not arise from his default.&rdquo;<br />Accordingly, the aforesaid article affirms the principal that a shipowner shall not be liable to any loss or damages arise to the cargo, if so proved that he exercised his duty of providing a seaworthy ship.<br /><br /><strong>When is seaworthiness relevant?</strong><br /><br />Seaworthiness timing issue is significantly relevant in the absence of express terms to the contrary, which becomes as an implied duty. Under the common law, the carrier is under a duty to provide a seaworthy ship at the commencement of the cargo loading in order to consider his vessel as a cargoworthy vessel satisfies the purpose of the charterparty, and at the commencement of the voyage to be considered as a seaworthy.<br /><br />However, where there are some express terms to the contrary, the carrier&rsquo;s duty will depend upon the construction of the particular term. Such duty might commence at the date of the charter, as provided for example in line 5 of NYPE, or the date of delivery into the charter (e.g. clause 2.1 of BPTIME) or, additionally, throughout the charter (e.g. clause 1 of BPVOY 4).<br /><br />On the other hand, under the perspective of the UAE Maritime Law, Articles 227, 245 and 253 require the shipowner to provide a seaworthy vessel at the agreed time and location in the charterparty and shall continue throughout the voyage(s). However, with regard to the carrier, the same has a duty to provide a seaworthy vessel before and at the commencement of the voyage, pursuant to Article 272 of the aforesaid law.<br /><br /><strong>How does the duty considered to be broken?<br /><br /></strong>The duty to provide a seaworthy ship will be considered as breached/broken in various situations depending upon the applicable regime.&nbsp;<br /><br />Firstly; in the absence of (a) The Hague or Hague-Visby Rules; or (b) express terms to the contrary in the charterparty; the carrier&rsquo;s duty is to provide a seaworthy vessel in fact. Therefore, if the vessel is not seaworthy in fact then the&nbsp; carrier shall be liable if the unseaworthiness caused loss or damage to the cargo, even if the defect was latent and not discoverable by due diligence.<br /><br />Secondly; When The Hague or Hague-Visby Rules are applicable, then the severe duty aforementioned shall be replaced by a mere duty to exercise due diligence to ensure that the vessel is seaworthy before and at the commencement of the voyage, by a virtue of Article III and IV rule 1 of the Hague/ Hague Visby Rules..<br /><br />Thirdly; Under the UAE Law, the shipowner&rsquo;s duty is to provide a seaworthy vessel at the agreed time and location stated in the charterparty and shall continue throughout the voyage(s), and the carrier&rsquo;s duty is to provide a seaworthy vessel before and at the commencement of the voyage, failure to do so by any of the concerned parties, this will establish a liability for any damages arising to the goods, unless it is established that the concerned parties satisfied the duties referred to in UAE Maritime Law and the damage did not arise from such default, as established in Article 248 of the UAE Maritime Law, which provides &ldquo;1.The disponent owner shall be responsible for damage to the goods if such damage arises out of his default in carrying out his obligations&rdquo;.</p>\r\n<p><strong>THE ONUS OF PROOF<br /><br /></strong>In conclusion, the onus of proof with regards to loss of damage to a cargo caused by unseaworthiness is regulated by the applicable law, for instance under the common law, if the cargo claimant alleges that the loss or damage has been caused by unseaworthiness, then he has the onus of proof to establish the followings:<br /><br />&nbsp;(i) That the vessel was unseaworthy at the beginning of the voyage; and that<br />&nbsp;(ii) The loss or damage has been caused by such unseaworthiness.<br /><br />Accordingly, if he proves (i) and (ii) then there is a assumption that the carrier has not exercised due diligence to make the ship seaworthy and therefore, the onus is then on him&nbsp; to prove that he has in fact exercised due diligence.[ Minister of Food v Reardon Line (1951) 2 Ll. Rep 265]<br />However, if he fails to prove the same, then the carrier will not be entitled to rely upon the exceptions given in Article IV, rule 2 of the Hague/Hague Visby Rules.<br /><br />On the other hand, if the carrier succeeds in doing so, then he can rely upon the exceptions in Article IV Rule 2 to defend his liability.[ &ldquo;Eurasian Dream&rdquo; (2002) 1 Lloyds Rep. 719]<br />With regards to the UAE law, the onus of proof is on the carrier (lessor), since the liability to any loss or damages arise to the cargo, is a presumed one, unless the carrier proves the contrary and his satisfaction to the obligations stipulated in the articles of the Maritime Law.</p>'),
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(83493, 4557, 'content', '<p>It is intended to be the start of a series of articles, with detailed updates on the competition progression in the Region, with special emphasis on Saudi Arabia.<br /><br />Admittedly, it has been a long and winding road, but it seems to eventually lead up to the door of full competition, beneficial to the Saudi population and residents.<br /><br />The offering of a third GSM license in the Kingdom of Saudi Arabia will lead the next wave of telecom liberalization and deregulation in the Gulf. The development will happen in the next 6 to 12 months, and come as the Middle Eastern countries adapted the World Trade Organization (WTO) guidelines on free trade. However, despite these moves, telecom industry liberalisation and deregulation will not be a quick process in the region. Opening the Local Loop (LL) and Long Distance and International telecom services for private and foreign participation in major markets will take some time. <br /><br />The Ministry of Interior (MOI), who is handling the regulatory issues in the Kingdom of Saudi Arabia, realizes that regulatory approval is needed to foster: <br /><br />&bull;&nbsp;Voice over Internet Protocol (VoIP), <br />&bull;&nbsp;Local Loop Unbundling (LLU), and <br />&bull;&nbsp;Mobile Virtual Network Operator (MVNO) in the market; and that process will be time consuming.<br /><br />However, eventually, MVNOs are expected to encourage competition and drive down average monthly revenue per user (ARPU) for regional fixed and mobile operators in the next years.<br />The Kingdom of Saudi Arabia will be granting licenses for network and telecom services in the coming year, though there is no specified timeline yet. <br /><br />The MOI is well aware of the development in the neighboring country Qatar where the Supreme Council of Information and Communication Technology (ICT-Qatar) has been made responsible for adopting and implementing a comprehensive regulatory framework for the sector, to end Qtel&rsquo;s monopoly. <br /><br />It is interesting to note that the Qatar mobile market will mirror the developments in other partly liberalized markets with higher penetration rates, lower tariffs, lower ARPUs and more value-added services for consumers. Wi-max technology is expected to become more prominent, which perhaps is a surprise to many as Wi-max technology has seen its best days, although no licenses are expected to be granted in the very near future in most Middle Eastern markets or the spectrum has not been opened up by the local regulators for the adoption of the technology.<br /><br />As the appetite for new technologies and investments stays strong, the transition to wireless technologies will boost fixed-line adoption in Saudi Arabia mainly due to the lack of&nbsp;&nbsp; infrastructure on the ground to reach every corner of the continent and thereby the supply side problems will cease to exist. <br /><br />The road to competition will progress is steps, set out in the Competition Law [June 16, 2006], and addresses:</p>\r\n<ul>\r\n<li>Anti-competitive agreements,</li>\r\n<li>Controlling monopoly abuse,</li>\r\n<li>Regulation introducing competition, and<br />&nbsp;<br />&bull;&nbsp;Applying the regulation rules to the public sector.</li>\r\n</ul>\r\n<p>What has to be taken into consideration is the WTO guidelines, which have been adopted by Saudi Arabia.&nbsp; They state, among other things:&nbsp;</p>\r\n<p>The following shall be prohibited as incompatible with the Competitive Market:</p>\r\n<ul>\r\n<li>all agreements between undertakings,</li>\r\n<li>decisions by associations of undertakings and concerted practices, which may effect trade between contracting parties and which have as their object or effect</li>\r\n<li>the prevention,</li>\r\n<li>restriction or</li>\r\n<li>distortion of competition within the Market (territory covered by this Agreement), and in particular those which:</li>\r\n<li>directly or indirectly fix purchase or selling prices or any other trading conditions&nbsp;</li>\r\n<li>&nbsp;limit or control production, markets, technical development, or investment</li>\r\n<li>share markets or sources of supply</li>\r\n</ul>\r\n<p>The origin of this is the famous Continental Can case, Euroemballage and Continental Can v. Commission [1973] ECR 215. This is now article 81:1 of the European Treaty.<br /><br />The European Court of Justice has said &ldquo;Article 81:1 seeks to achieve the same aim on different levels; the maintenance of effective competition within the Common Market&rdquo;.<br /><br />The European Commission has held that &ldquo;Undertakings are in a dominant position when they have the power to behave independently...&rdquo;.<br /><br />The provisions of the Treaty, of course, determine the limit and the object of the Community&rsquo;s competition activity in the telecommunications field. Secondary EC legislation is conceived, amended, and implemented taking account of the interpretation of EC Law by the European Court of Justice (ECJ). This case law has been useful in providing a framework for the Community legislation in such a very sensitive field as telecommunications.<br /><br />It will be interesting to follow the liberalization process in the Kingdom of Saudi Arabia and to see in what extend it will follow the development that took place in Europe. In the following article, we will closely follow the legal development in the Kingdom of Saudi Arabia set out by CITC.<br /><br />It can however already now be revealed to the reader that CITC has in a resolution asked the incumbent to &ldquo;justify its cost for mobile tariffs and the cost or roaming&rdquo;. This writer considers that the major step towards breaking up the dominant position of the incumbent.<br /><br />Dr. Nils Abrahammson is a telecommunications specialist and a member of our Technology, Media &amp; Telecommunications team. Dr. Nils is based in our Riyadh office, and can be reached on <a href=\"mailto:n.abrahammson@tamimi.com\">n.abrahammson@tamimi.com</a></p>'),
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(83512, 4558, 'content', '<p>Essentially the agency is a funded through payments from both the employer and the employee. Under law NO. 61. of 1976 ( the &ldquo;Social Insurance Law&rdquo;), the employer must register its new employee within 10 days of employment.&nbsp; Upon registration, the employee and the employer are to pay a certain percentage of the employee salary into the PIFFS fund.</p>\r\n<p><br />In addition to the PIFSS system, Kuwait has also created the Manpower and Government Restructuring program (&ldquo;MGRP&rdquo;) to ensure the continued welfare for citizen employed in the private sector. The MGRP essentially provides a citizen with a monthly supplement to his or her salary and the amount depends on the educational background of the citizen: the higher the education, the higher the supplement.</p>\r\n<p><br />As disused above, the employer is obligated to register the employee with PIFFS; however the same is not true for the MGRP. In fact, it is the Employees responsibility to register himself, or herself, with the MGRP.</p>\r\n<p><br />Although the employer may fail to register the employee, the social insurance Law provides an avenue to the employee to register himself or herself with PIFFS in the event the employer fails to do so. Thus, the employee cannot claim that due to the employer&rsquo;s failure to register he or she with PIFFS has detrimentally affected his/her entitlements under the MGRP program.</p>\r\n<p><br />It should be worth noting that larger companies, though required to register an employee within 10 days of employment, do so periodically throughout the year for efficiency purposes. The employer, who files a late registration, pays a nominal fee.</p>\r\n<p><br />Given this common practice, an awareness campaign should be considered for the employees of a company to inform them of the employee&rsquo;s right to register themselves with PIFFS so to avoid any possible delay to MGRP benefits. &nbsp; Lastly, to a certain extent, an employee is able to retroactively register himself with PIFFS and thus receive retroactive payments from MGRP; however, there are deadlines which must be followed.</p>'),
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(83531, 4559, 'content', '<p>This law was replaced with the Trademarks and Commercial Data Law No. 21 of the year 1957. In 2004, the Coalition Provisional Authority (&ldquo;CPA&rdquo;) issued order No. 80 which amended the aforementioned law and renamed it the Law of Trademarks and Geographical Indications (&ldquo;the Trademarks Law&rdquo;).<br /><br />Iraq is a member of the Paris Convention for the Protection of Industrial Property (1967 Act) which was ratified by Law No. 212 of 1975. Furthermore, Iraq is a member of the World Intellectual Property Organizations (WIPO) Convention; ratified by Law No. 212 of 1975. Iraq became a member of the WIPO in January 1976.&nbsp;<br /><br />However, Iraq has yet to become a permanent member of the WTO and one of the commitments of Iraq as a condition for its accession to the WTO is the enactment and implementation of legislation that complies with the WTO Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS). There is currently a draft Trademarks Law being discussed in Iraq which shall be in compliant with the TRIPS Agreement, however, it is not clear when this law will be enacted.<br /><br />Trademark infringement, and counterfeiting in particular, has increased in Iraq over the last decade which is in part due to the political unrest in the country. However, with Iraq trying to build its economy and become more open to international trade, brand owners have become more vigilant and willing to protect their trademarks rights in Iraq. This article will provide an overview of the protection and enforcement of trademarks as provided by the Iraq Trademarks Law.</p>\r\n<p>Trademark is defined according to the Trademarks Law as any sign, or any combination of signs, capable of distinguishing the goods of one undertaking from those of other undertakings, capable of constituting a trademark. The sign could be words including personal names, letters, numerals, figurative elements and colors as well as any combination of such signs. The Law went further to accept registration of signs that are not inherently distinctive but acquired distinctiveness through use. Furthermore, it is not required that the signs be visually perceptible in order to be eligible for protection as trademarks, which opens the door for registration of non-traditional trademarks, such as smell.<br /><br />The Trademarks Law provides for a separate definition for Service Trademark as any sign, or any combination of signs, used by a person to identify and distinguish the services of one person, including a unique service, from the services of others and to indicate the source of the services. The law included titles, character names, and other distinctive features of radio or television programs as service marks that could be registered.<br /><br />Trademarks are registered with the Trademark Registration Office at the Ministry of Industry and Minerals in Baghdad.&nbsp; However, in 2011 the Ministry of Trade and Industry in Kurdistan started its own registration system which covers Kurdistan Province. This has caused a conflict with the registrations made at the Trademark Registration Office in Baghdad, which shall cover the whole country including Kurdistan according to the Trademarks Law. The Trademark Office in Baghdad requested the State Council to provide an opinion and explanation on the situation to solve the conflict, its decision has yet to be issued.<br /><br />Therefore, it is currently possible to register in both Baghdad and Kurdistan Offices for the protection of a trademark at the same time, depending on the plans of the brand owner and in which area in Iraq they are planning to conduct business. Despite the fact that the registration with the Baghdad Office covers the whole country, a brand owner wishing to conduct business in Kurdistan may find it prudent to register its trademark in Kurdistan as well, especially given that the registration process in Kurdistan is faster compared to the Baghdad Office.<br /><br />The duration of protection of a mark shall be for ten years, renewable for like periods.<br /><br />The protection provided by the Trademarks Law is for registered trademarks, as the law provides that the owner of a registered trademark shall have the exclusive right to prevent all third parties not having the owner&rsquo;s consent from using identical or similar signs for goods or services which are identical or similar to those in respect of which the trademark is registered where such use would result in a likelihood of confusion.&nbsp;</p>\r\n<p>However, well-known trademarks are protected in Iraq even if they are unregistered in the country.&nbsp;</p>\r\n<p>Trademark infringement is a punishable crime according to the Iraq Trademarks Law, which provides for what constitutes a trademark infringement as follows:</p>\r\n<ol>\r\n<li>The counterfeiting of a registered trademark, or imitation of the same in such a manner as to mislead the public, or using a counterfeit or imitated mark with bad intent;&nbsp;</li>\r\n<li>Unlawful use of a registered trademark owned by another party;</li>\r\n<li>Placing, in mala fide, a registered trademark owned by a third party on one&rsquo;s products;</li>\r\n<li>Knowingly selling or offering for sale or circulating or possessing for the purpose of sale, products which bear a counterfeited or an imitated trademark, or a trademark which is unlawfully affixed; or</li>\r\n<li>Intentionally offering or rendering services under a forged, imitated or unlawfully used mark.&nbsp;</li>\r\n</ol>\r\n<p><br />The punishment provided by the law is a jail term of not less than one year and not more than five years and/or a fine of not less than 50,000,000 Dinars (USD 42,948) and not more than 100,000,000 Dinars (USD 85,839). In cases of repeated infringements, the punishment will be imprisonment for a period of not less than 5 years and not more than 10 years and/or a fine of not less than 100,000,000 Dinars (USD 85,839) and not more than 200,000,000 Dinars (USD 171,675) in addition to the closure of the commercial store or enterprise for a period of not less than fifteen days and not exceeding six months, together with the publication of the judgment at the expense of the infringer.<br /><br /></p>\r\n<p>Accordingly, it is possible for the owner of a registered trademark to file a criminal complaint with the Examining Magistrate who, upon examination of the evidence, shall refer the case to the criminal Court.</p>\r\n<p>In addition to the criminal complaint, the owner of the trademark may file a civil case before the competent Court, supported by sufficient evidence of the trademark infringement and damages incurred, to claim for compensation. Compensation awarded by the Court shall be adequate to compensate for the injury the trademark owner has suffered as a result of the infringement. In addition, trademark owners may recover the profits of the infringer that are attributable to the infringement.<br /><br /></p>\r\n<p>In either case, whether before or after filing a criminal complaint or a civil case, a trademark owner may petition to the Examining Magistrate or the Court seeking provisional measures, specifically to seize the instruments and tools used in the commission of the offence as well as the products, goods, wrapping materials, papers, hang tags, stickers, etc., which bear the mark of the subject matter of the offence.</p>\r\n<p>Although the Trademarks Law does not provide for border measures against trademark infringements, which would grant the Customs Authorities powers to stop counterfeit goods at the border on its own, it is possible to stop counterfeit goods at borders after obtaining a final Court judgment. Brand owners are holding talks with the Customs Authorities to find a way to deter the flow of counterfeit goods to Iraq.<br /><br /></p>\r\n<p>The Iraq Trademarks Law provides reasonable measures for the protection and enforcement of trademarks. Despite the delays that may occur due to the instability in the country, trademark owners are increasingly seeking registration in Iraq. New actions are being brought against trademark infringements and Iraq has emerged as an important market in which brand owners should protect their rights.</p>'),
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(83550, 4560, 'content', '<p>Considering that the first experience a consumer has with a new product is in most cases a visual one, it can hardly be contested that how a product looks is of paramount importance in attracting consumers.<br /><br />With respect to many products in the market it is possible to take the view that functionality on its own is not enough to differentiate products in a world where the level of functional similarity of products is increasing.&nbsp; Being better designed is critical to standing out from the crowd and enhances the chances of successfully competing for the attention of consumers.&nbsp; Features of the design and ornamentation of products that contribute to the overall aesthetic appeal thereof can make products stand out in the crowded market place and can often be protected as industrial designs or models.</p>\r\n<p><strong>Protecting design investments<br /><br /></strong></p>\r\n<p>The UAE Patents, Industrial Designs and Models Law (Law No. 17 of 2002) distinguishes between designs and models.&nbsp; Industrial designs are defined as any original formation of lines or colours, or both, giving a special feature that can be utilised as an industrial or vocational product.&nbsp; Industrial models on the other hand are defined as any original dimensional object giving a special feature that can be utilised as an industrial or vocational product.&nbsp; The UAE law accordingly goes a long way to protect the shape, configuration and general appearance of products, as long as the aspects of the design that are sought to be protected falls within the scope of the law.&nbsp; Examples of the subject matter of design protection may include the tread pattern of a shoe, the shape and configuration of a mobile phone handset, the shape and configuration of a product container or even that of a piece of candy.<br /><br /></p>\r\n<p>Design registration is valuable in the protection of new shapes and configurations of products, as well as trade dress in a competitive environment where &ldquo;me-too&rdquo; products will emerge if intellectual property rights are not protected.&nbsp; In addition to the protection afforded to intellectual property rights through copyright laws and the registration of trademarks and patents, the registration of designs provides yet another very important mechanism for the protection of creative effort and the considerable investment that underpins it.<br /><br /></p>\r\n<p>A registered design can be a valuable asset as part of an intellectual property portfolio and an advantage in the perpetual race against competitors. In order for subject matter to be registrable as a design or model, it is required that the design or model should be novel or innovative, that it can be used as an industrial or vocational product and that it does not cause prejudice to public order or violate morals. In the UAE as in many other countries in the region, the novelty required is absolute novelty, meaning that the disclosure of the design or model in markets inside or outside the UAE prior to applying for the protection thereof will have an impact on the rights that may be secured. &nbsp;<br /><br /></p>\r\n<p>Particular points of interest in applying for the registration of, and prosecuting a design application in the UAE are that:<br /><br /></p>\r\n<ul>\r\n<li>There is generally no substantive examination of a design application. The application is merely examined with respect to application formalities. This means for example that a design application is unlikely to be examined with respect to the novelty requirement and it is left to industry to assess new design applications and oppose or cancel those that may not comply with the requirements of the Patents, Industrial Designs and Models Law.</li>\r\n<li>It currently takes roughly 18 months to 2 years from the date of applying for the registration of a design to the registration thereof.</li>\r\n</ul>\r\n<p><strong>Exclusivity in designs&nbsp;<br /><br /></strong></p>\r\n<p>Once a registered design or model has been obtained, following examination and issuance of a certificate of registration, the proprietor of the right has the exclusive and legally enforceable right to use and exploit the registered design. If another person uses the registered design without authorisation, the proprietor may take action to stop such unauthorised use.&nbsp;</p>\r\n<p>The proprietor of a registered design enjoys the right to prevent third parties from:&nbsp;</p>\r\n<ul>\r\n<li>using the design;&nbsp;</li>\r\n</ul>\r\n<ul>\r\n<li>importing any product that incorporates the design; and&nbsp;</li>\r\n</ul>\r\n<ul>\r\n<li>possessing a product incorporating the design with the intention to use, offer for sale or selling the same.</li>\r\n</ul>\r\n<p><br />In addition to the rights set out above, a registered design also affords the proprietor the exclusive right to authorise others to use the design, which may represent a significant revenue stream in the form of licence fees or royalties.&nbsp;<br /><br /></p>\r\n<p><strong>Thinking about the future</strong></p>\r\n<p><br />The protection of designs is territorial in nature, meaning for instance that, a registration in the UAE will afford the rights set out above in the territory of the UAE only. &nbsp;<br /><br /></p>\r\n<p>The protection of potentially valuable designs and models must accordingly be approached strategically with a view to seeking protection not only in the &ldquo;home market&rdquo;, but also in those markets where the distribution of a product is likely to expand to.&nbsp; Bearing in mind the requirement of novelty, an appropriate protection strategy must also take into consideration the first disclosure of the design and how design and model registration applications can be prioritised or staggered (as priority may be claimed for a short period from design or model applications filed in certain other countries) in order to provide the most appropriate protection. &nbsp;<br /><br /></p>\r\n<p>The registration of designs and models are valid for a limited period of time only and in the UAE this is ten years, provided that annual maintenance fees are paid on time. Once the registration has lapsed, the design becomes freely available for anyone to use as it passes into the public domain. However, the design subject matter may still be protected by other intellectual property laws such as the law related to copyright, while the branding associated with the design can remain protected by way of trade mark registration.<br /><br /></p>\r\n<p><strong>A best practice to consider<br /><br /></strong></p>\r\n<p>A best practice with respect to the development of new design matter is for the appropriate intellectual property protection strategy to be considered before the design matter is introduced to the market or published in any way.&nbsp; As absolute novelty is a requirement for the protection of designs and models, the absence of an internal process that ensures the consideration and protection of intellectual property rights prior to the use or disclosure thereof can cost a business the exclusive use of its design investments.&nbsp; Such a loss translates directly to (i) the possible loss of exclusivity in the use of the design, (ii) the possible loss of a competitive advantage, and (iii) the likely loss of revenue.<br /><br /></p>\r\n<p><strong>Taking care of design investments<br /><br /></strong></p>\r\n<p>Al Tamimi &amp; Company&rsquo;s intellectual property department offers&nbsp;comprehensive advice on the protection of product design and design features, including product shapes and ornamentation, packaging design and trade dress. From the very inception of a new design or model, our team can assist in the identification of protectable intellectual property and the development of the most appropriate protection strategies in the UAE and the wider region.&nbsp; In addition to advising on the protection of rights, our intellectual property department also supports clients in maintaining these rights and perhaps most importantly, in protecting their valuable design investments through the enforcement of their rights against infringers.<br /><br /></p>\r\n<p>Authored by Stephen Jiew. Certain details of the above first appeared in the UAE chapter on Industrial Design Protection in the publication entitled 2012 International Design Protection: A Global Handbook published by Globe Law and Business</p>'),
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(83569, 4561, 'content', '<p>The levy is called the &ldquo;Green Dirham&rdquo; and shall consist of an amount of ten Dirhams per mobile phone handset.&nbsp; According to the Resolution, no mobile phone handset shall enter the UAE without the required levy having been paid.&nbsp; The Resolution will be effective within sixty days from the date of publication of the Resolution in the Official Gazette, which should be 29 August 2012.<br /><br /></p>\r\n<p>The Resolution provides that the Minister of Finance will, in cooperation with the Minister of Environment and other relevant authorities, issue the necessary measures for the implementation of the Resolution.&nbsp;<br /><br /></p>\r\n<p>Importers of mobile phone handsets should take note of the requirement for the payment of the new Green Dirham levy and the impact that it may have on the clearance of imported products through Customs.</p>'),
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(82405, 4495, 'content', '<p>In August 2011, a unique consignment shipped through air to Dubai was put on hold for inspection after the relevant information was passed to inspectors on duty, who promptly investigated the notification and held off the releasing process of the shipment. The consignment, which comprised of around 700KG of cigars, was arriving from a European country, heading to Dubai and was allegedly targeted for re-export to one of the Arab countries in Asia. Despite the fact that the routing of the shipment and transporter&rsquo;s identify was untraditional in the counterfeit import trend, normally used by counterfeit traders, the officials did not hesitate to consider the information with high level of seriousness and investigate the issue further.<br /><br />After implementing the temporary seizure, expert from brand owners assessed samples and initially confirmed that the consignment comprised counterfeit. Therefore, Al Tamimi &amp; Company lodged the official complaint before the IPR section and the examination of case merits started. The seized products were subject to forensic examination attained by Criminal intelligence Laboratory at Dubai Police. The counterfeit was proven and therefore, the Customs Authority issued a decision to permanently seize and destruct the goods on the sole expenses of the consignment/goods owner. The nominal fine was also imposed for smuggling illegal products and based on GCC customs regulations, a monetary fine of AED 397,625 (equivalent to USD108,350) was imposed against the trader.<br /><br /><strong>Customs Action</strong><br /><br />The shipment comprised cigars that were falsely branded with various registered trademarks owned by one of the most pioneering cigar companies in the world. Al Tamimi took the lead and represented the company in this action, managing to track the shipment upon arrival to Dubai International Airport, convey the notification to the responsible officials at Dubai customs and sought, on behalf of the brands owner, to seize and investigate the shipment.<br /><br />The customs complaints were officially lodged in August 2011 and the preliminary works on this case promptly progressed from this date. The customs recordal of the trademarks was an added value to expedite the process of considering the complaints and the case progressed accordingly. After filing the complaints however, the cases went through further proceedings within the customs authority and technical support was provided, from time to time, until the final decision was passed on March 4, 2012..<br /><br /><strong>IMPORTANT TRADEMARK AND ANTI-COUNTERFEITING PRECEDENT</strong><br /><br />This case establishes an important precedent to trademark owners to encourage them to pursue preliminary protection and action from the Dubai customs / IPR unit. It is important to note that Dubai customs have considerably improved in their handling of trademark counterfeiting cases and in this case, they took the initiative to impose a substantial fine against the importer which was calculated based on the actual value of goods and nominal customs tariff thereof.<br /><br />One more objective that was accomplished in this precedent was that Dubai customs demonstrated their willingness to work closely with the brand owners to temporarily block any suspicious consignments until the counterfeit forensic examination is proven.<br /><br />We are keen to leverage on this precedent to reduce the volume of tobacco illicit trade; which makes up over 30 per cent of counterfeit products around the world.<br /><br />Dubai customs proved again that the authority will not hesitate to undertake the necessary action and impose substantial sanctions against counterfeit traders. We strongly suggest our clients become more proactive in their borders protection efforts, complete the recording of their trademarks and participate in the awareness programs that the Customs Authority organises for brand owners.<br /><br />Munir Suboh, Senior Associate within the firm&rsquo;s Intellectual Property department, took the lead on this case and represented the brand owner before the Customs Authority from the time of the seizure until the final decision was issued. Please feel free to direct any of your enquiries to Munir Suboh at <a href=\"mailto:m.suboh@tamimi.com\">m.suboh@tamimi.com</a>.</p>'),
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(82428, 4496, 'content', '<p>This initiative was specifically created to help UAE nationals, universities, enterprises (both large and SMEs), to maximize the full potential of their innovative ideas.<br /><br />The Technology Development Committee of Abu Dhabi spearheaded the TAKAMUL program to facilitate the integration of each stage of the innovation lifecycle, which starts with the generation of ideas and successfully concludes with the practical application of these ideas through innovative products and services. Initially, the TAKAMUL program aims to increase the number of international patents granted to Abu Dhabi based entities.</p>\r\n<p>The TAKAMUL program is part of the realisation of the Abu Dhabi Policy Agenda and Economic Vision 2030.<br /><br />The Abu Dhabi Policy Agenda and Economic Vision 2030 manifests the Abu Dhabi government\'s commitment to build a knowledge based economy. By 2030, Abu Dhabi will be an Emirate in which the benefits of Science, Technology and Innovation (STI) will pervade every aspect of life - inspiring the people, empowering the Emirate and transforming the economy.<br /><br />Al Tamimi &amp; Company is proud to have been a strategic partner in the pilot program of this exciting newly launched program, which lays down the foundation of science, technology and innovation for Abu Dhabi&rsquo;s envisioned knowledge based economy. The firm worked with leading Abu Dhabi innovators, Khalifa University of Science, Technology and Research, and The Petroleum Institute, in complex technological innovations across cutting edge technology such as nanotechnology, communications network security and oil discovery &amp; extraction methods.<br /><br />Hand in hand with local innovators, we assisted in the harvesting of inventions to ensure that the local inventive was properly captured as patentable ideas and filed as patent applications, which will surely provide dividends as a return on investment to Abu Dhabi&rsquo;s knowledge based economy.<br /><br />An overview of each of the aforementioned inventions follows:<br /><br /><strong>Improving Network Security<br /><br /></strong>Network security in communications systems is of critical concern to users, however, such security protocols typically slow down the high speed networks which consumers demand in this internet speed age.<br /><br />Researchers at Khalifa University of Science, Technology and Research worked on a solution to ensuring proper security of high speed networks without slowing them down by providing military-grade secure communications using advanced cryptographic techniques over broadband networks. The team is optimizing and tailoring a security protocol for high data wired and wireless communications using OFDM (Orthogonal Frequency Division Multiplexing) technology which involves applying advanced cryptography at the &ldquo;physical&rdquo; layer of communication protocols. This allows for more efficient and cost effective operation without sacrificing strength of security.<br /><br /><strong>Nanotechnology</strong><br /><br />The world appears to have a fixation with handheld communications devices as evidenced by the meteoric rise in consumer demand for portable technologies. Smaller and faster semiconductor chips are necessary to meet such demand.<br /><br />Khalifa University of Science, Technology and Research&rsquo;s researchers have been at the forefront of developing sophisticated nanotechnology tools with the utmost precision that can create and test the tiniest of components used in the semiconductor industry. Nanotips comprise an essential nanotechnology tool that is critical for the creation of smaller and smaller microchips. The challenge has been developing a way to create these advanced nanotips using electron bombardment as opposed to prior methods that used a gas based process resulting in a nanotip that is more precise and symmetric &ndash; properties that are vital for next generation semiconductor chips.<br /><br /><strong>Oil &amp; Gas<br /><br /></strong>The research teams at The Petroleum Institute have been developing ways to discovering and extracting oil from the challenging geography of the Arabian Gulf with greater efficiency.<br /><br />Researchers have been working on algorithms to filter out the &ldquo;noise&rdquo; caused by the Gulf&rsquo;s unique underwater terrain, which will help oil exploration teams in the Gulf identify potential oil pockets faster and with more accuracy. They have also developed an algorithm, which filters through the surface waves to get more accurate readings in the analysis of seismic data in shallow waters.<br /><br />The Petroleum Institute has also developed a new method of measuring the wettability of rocks and materials by using a customized algorithm that expresses wettability in terms of contact angle in order to make such measurement more economical, faster and with greater accuracy.<br /><br />These inventions are indicative of the inventive capability of local talent in cutting edge technologies, which may find application in industry throughout the world. Al Tamimi &amp; Company is actively working with local inventors to harness the creativity of their ideas into protectable intellectual property, which ranks with best in class technologies on the world stage by filing and prosecuting patent applications in patent offices including the United States Patent &amp; Trademark Office and the European Patent Office.<br /><br />Acknowledgement: Sources and information on the TAKAMUL program and the specific inventions quoted are found in <a href=\"http://www.tdc.gov.ae/\">www.tdc.gov.ae</a> and the Abu Dhabi Innovations brochure published by Technology Development Committee.</p>'),
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(82447, 4497, 'content', 'Although these are not directly applicable to businesses operating in the Middle East, respecting the privacy of customers in accordance with industry best practice is likely to enhance trust and may go some way toward ‘future proofing’ businesses in the event that international trends relating to data protection and privacy are picked up by law makers in this region.\r\n\r\n<strong>ICC UK Cookie Guide</strong>\r\n\r\nThe International Chamber of Commerce (United Kingdom) published in April 2012 its “ICC UK Cookie Guide”. A copy can be found at the ICC’s website at: http://www.international-chamber.co.uk/components/com_wordpress/wp/wp-content/uploads/2012/04/icc_uk_cookie_guide.pdf\r\n\r\nA cookie is basically a message given to a web browser by a web server to assist the server in monitoring the browser’s activities. UK law now requires website operators to ask for a website user’s permission when placing certain kinds of cookie on their devices for the first time.  Where consent is required, it should be informed consent.  There is no similar law in the UAE or in other Middle Eastern countries.  Despite this, many of our clients operate as part of corporate groups who do operate websites in the UK and in other countries where informed consent in relation to placing of cookies is required.  Further, in the absence of direct regulation of the practice in this jurisdiction, an organization can distinguish itself from its competitors by offering users of websites protection of their privacy in relation to the use of cookies.\r\n\r\nThe ICC UK Cookie Guide is a tool to help website operators obtain informed consent from their visitors.  The guide separates cookies into four categories:\r\n\r\n• strictly necessary cookies,\r\n• performance cookies,\r\n• functionality cookies, and\r\n• targeting or advertising cookies.\r\n\r\nThe guide builds upon the Information Commissioner Office’s recent publication on suggested methods for obtaining consent:\r\n\r\n• obtaining consent in the course of acceptance of website terms and conditions;\r\n• settings-led consent; feature-led consent;\r\n• function-led consent; and\r\n• notice and choice mechanisms such as sensitively deployed pop ups or header bars.\r\n\r\nGSM Association’s Privacy Design Guidelines for Mobile Application Development\r\n\r\nThe GSM Association (<a href=\"http://www.gsma.com/\">www.gsma.com</a>) has recently published its “Mobile and Privacy – Privacy Design Guidelines for Mobile Application Development”.  A copy can be viewed at <a href=\"http://www.gsma.com/Mobile-Privacy-Design-Guidelines/\">www.gsma.com/Mobile-Privacy-Design-Guidelines/</a>.\r\n\r\nWhat is valuable about these guidelines, in our view, is that they recognize that even if mobile phone applications provide useful services for mobile phone users, if these applications fail to meet the privacy expectations of users this will undermine users’ confidence and trust in mobile application organizations and the wider mobile ecosystem.\r\n\r\nWe have consistently maintained that in the absence of comprehensive data protection regulations in the UAE and in other Middle Eastern countries, commercial organizations nonetheless need to respect the privacy of their customers in accordance with industry best practice in order to create an environment of trusted customer relationships.  The threat to an individual’s privacy in the online and mobile environments is a very public issue which is likely restricting the extent to which ordinary people take advantage of extraordinary new technologies in their every day lives.\r\n\r\nThe guidelines encourage the development, delivery and operation of mobile applications that help users understand what personal information a mobile application may access, collect and use; what the information will be used for, and why, and how users may exercise choice and control over this use.\r\n\r\nAl Tamimi &amp; Company’s Technology, Media &amp; Telecommunications team regularly advises on data protection and privacy in the mobile and online environments, as well as in respect of the impact of other technological developments on our clients’ businesses. For further information, please contact David Yates at <a href=\"mailto:d.yates@tamimi.com\">d.yates@tamimi.com</a>.'),
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(82466, 4498, 'content', '<p>Advertisers and online businesses entities should address local issues before adopting or displaying a multi-jurisdictional digital advertising campaign.<br /><br />With the Internet being accessible to many people of all ages in forms such as mobile phones, PCs and tablets, it is of no surprise that digital advertising has grown and developed into the success it is today.&nbsp; As readers will know, digital advertising campaigns allow advertisers to reach a broad audience by making use of the different types of digital ad formats in which the campaign can be delivered, such as mobile ads, banner ads, floating ads, and so on.&nbsp; Not only that, campaigns can be specifically targeted to a specific audience by way of IP targeting, social media preference targeting, and the like so that the campaign has a higher success rate of reaching its intended audience.&nbsp; Advertisers can also cross borders and advertise in multiple jurisdictions.&nbsp; Something that can be overlooked, however, is whether the digital advertising campaign will be compliant with local laws in the jurisdictions in which the campaigns will be run.&nbsp;The negative publicity caused by enforcement action in a particular jurisdiction could undo all of the hard work which was invested in the campaign in the first place.<br /><br /><strong>Advertising in the UAE<br /><br /></strong>There are several types of laws, regulations and resolutions (&ldquo;Laws&rdquo;) that govern advertising in the UAE.&nbsp; The relevant federal Laws are:</p>\r\n<ul>\r\n<li>Federal Law No 15 for 1980 concerning Publications and Publishing (Publishing Law)</li>\r\n<li>The Federal Law No 2 of 2006 on The Prevention of Information Technology Crimes (Cyber-Crimes Law)</li>\r\n<li>Federal Law No. 3 of 1987 on the Penal Code for the United Arab Emirates (Penal Code)</li>\r\n<li>President of the National Media Council\'s Resolution No. (20) of 2010 On the Criteria For Media Content</li>\r\n</ul>\r\n<p>Additionally, most Emirates and free zones within the UAE have their own Laws which also must be adhered to when advertising in these Emirates, including:</p>\r\n<ul>\r\n<li>Dubai&rsquo;s Control of Advertisements Regulation [L.O. 30 of 1986]</li>\r\n<li>Abu Dhabi&rsquo;s Regulating Advertising Regulation [A.D. L.O. 1 of 1969]</li>\r\n<li>TECOM&rsquo;s Code of Guidance [2003]</li>\r\n<li>Twofour54&rsquo;s Media Zone Authority Code of Conduct [2011]</li>\r\n<li>Sharjah&rsquo;s Commercial Advertising Regulation [SHJ L.O. 5 of 1994]</li>\r\n</ul>\r\n<p>There are also separate regulations that govern the advertising of specific goods and/or services, such as the Cabinet&rsquo;s Resolution No. (7) of 2007 Regarding Health Advertisements Regulation, which must be adhered to when advertising health or medical related products and/or services.<br /><br /><strong>Obtaining a license<br /><br /></strong>Advertisers of certain products and/or services in the UAE must also obtain licenses from the relevant authorities, irrespective of whether the advertising campaign is run online or on more traditional mediums such as billboards, magazines or television.&nbsp; Examples of the products/services include the following:<br /><br />1.&nbsp;Medical and health related products and/or services <br />2.&nbsp;Financial products and/or services in the UAE and the DIFC<br />3.&nbsp;Any promotion, product or service that is part of the Dubai Shopping Festival and Dubai Summer Surprises<br /><br />For online advertising campaigns involving any of the above, there may be instances where the advertiser is only responsible for obtaining the license, or where both the advertiser as well as the website owner publishing the advertisement are responsible (for example, if the advertiser is running the campaign on a micro-site on behalf of the advertiser).&nbsp;<br /><br />Penalties for non-compliance vary, depending on the type of license required and depending on which entity is responsible for obtaining the license.&nbsp; For example, for advertising financial services on a website, there are no prescribed penalties of fines or imprisonment for the website owner for the advertiser not obtaining a license to advertise the financial services.&nbsp; Compare this to the advertiser, where penalties of fines and imprisonment for breach of the laws under the purview of the UAE Central Bank or Securities and Commodities Authority may be imposed on the said advertiser for failing to have the requisite licenses and approvals.<br /><br /><strong>Case study<br /><br /></strong>An advertiser who is a global company wishes to post a banner ad on a &ldquo;.com&rdquo; website specifically targeted to members of the UAE even though the company responsible for the advertising is based outside of the jurisdiction.&nbsp; This may seem like a straightforward campaign, however consideration must be given to various factors such as:<br /><br />1.&nbsp;Will the products and/or the advertisements breach any local laws?&nbsp;<br /><br />2.&nbsp;Will the banner ads take the viewer to another website, governed by terms and conditions of another country other than those where the campaign is targeted?<br /><br />3.&nbsp;Will the banner ads advertise a slogan or product that is misleading and unrelated to the advertiser&rsquo;s product?&nbsp;</p>\r\n<p>As the advertising campaign is specifically targeting members of the UAE, the campaign will be subject to UAE laws.&nbsp; Should the advertising campaign breach any UAE law (such as any of the ones identified above), who is liable for the breach?&nbsp; Would it be the advertiser based offshore who has no assets in the UAE and simply replies on resellers of its product in the UAE?&nbsp; Or will it be the website owner that displays the advertisement?&nbsp; Or both?<br /><br />These are often difficult questions to answer, and will depend on the nature of the breach. In this case study, if the advertisement was found to have breached the Cyber-Crimes Law, the website owner may be faced with penalties that could range from fines imposed on the company and/or against its employees who are acting within the scope of their employment to imprisonment of the directors or agents of the company where it can be shown that those people authorized or commissioned the offence.&nbsp; Compare this to the above example of the advertiser failing to obtain a financial license from the UAE Central Bank, where the website owner is not likely to be prescribed any penalties in this instance, although they are likely to be imposed on the advertiser for failing to obtain a license.<br /><br /><strong>Things to remember:<br /><br /></strong>1.&nbsp;Advertising campaigns, even if driven in terms of content by an offshore company, can be the subject of UAE laws.&nbsp; Advertisers and media outlets/website owners publishing advertising campaigns should consider whether local law review of the campaign is required in the UAE as well as jurisdictions other than the UAE.<br /><br />2.&nbsp;In the UAE, some advertising campaigns may require the advertiser to obtain a license from the relevant authority.&nbsp; Both advertisers as well as website owners should be familiar with these instances and are well-advised to make the relevant enquiries with counsel or with the authorities as to whether a license is required if they are unsure.</p>'),
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(82476, 4498, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Anita Siassios'),
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(82485, 4499, 'content', '<p>To ensure businesses continue to run efficiently, many companies have chosen to avoid insolvency by carrying out capital reductions. In the past, capital reductions were primarily fueled in the hopes of bringing value to shareholders by cancelling shares, which in turn increases the price of the remaining shares. In today&rsquo;s environment capital reductions are often initiated by institutions to cover financial losses they have sustained.<br /><br />A capital reduction is essentially the practice of reducing the value of a company through share cancellations and share repurchases. The capital reduction is completed by companies for several reasons, including raising shareholder value and producing a more efficient capital arrangement. Normally after a capital reduction has been executed, the number of shares in the company will decrease by the reduction amount. In some instances, capital reductions will be prepared in a manner where shareholders receive a cash payment for the cancelled shares. However, in other instances, shareholders receive no payment and the capital reduction is equated to a financial loss, thus negatively impacting shareholders.<br /><br />The legal framework and policy surrounding capital reductions carried out by shareholding companies in Kuwait are covered under Law No. 15 Promulgating the Commercial Companies Law. More recently, Resolution 515 of 2010 regarding Organization of Conditions and Procedures of Requesting Increasing and Reducing the Holding Companies Capital was passed, outlining the procedures for carrying out a capital reduction. Resolution 515 should be read in conjunction with the Commercial Companies Law to cover all aspects relating to capital reductions.<br /><br />From a practical perspective, companies seek to ensure that completing a capital reduction will not expose them to future liability. Therefore, it is standard practice that clients seek the advice of legal counsel to compose a timeline to implement the capital reduction. The timeline will outline an activity, documents that must be completed, the date for completion and the individuals responsible for completion of the same.<br /><br />Generally, one of the first steps in effectuating a capital reduction is to draft a Board of Directors resolution for the company reducing its capital. A board meeting is then initiated by the company where its chairman will sign and execute the Resolution. Under Article 3 of resolution 515, the company must also review and provide its last audited annual financial statements to the Ministry of Commerce and Industry (MOCI). The company&rsquo;s management and account controllers must approve the Financials prior to providing them to the MOCI.<br /><br />Article 3 of Resolution 515 also states that the company reducing its capital must prepare a report that references the reasons for the capital reduction (e.g. accumulated losses). The company will then provide a letter to the MOCI requesting the capital reduction and attaching its financial statements and the report to substantiate the same. The MOCI must provide its consent prior to the company initiating the capital reduction plan. Once consent has been obtained by the MOCI, the company will prepare a draft agenda for an extra-ordinary general assembly meeting (EGM) for shareholders. Shareholders will vote on the proposed capital reduction plan (Agenda), which will include reasons for the capital reduction and a statement assuring that the reduced capital will not be less than the legal minimum capital requirements set for the company. Usually, the company&rsquo;s legal counsel will discuss the Agenda with MOCI officials for their review and comments. Thereafter, the MOCI will set a date and time for the EGM. The company will then publish an invitation to shareholders in at least two daily Arabic newspapers fifteen days prior to the proposed shareholders meeting. The MOCI will, at least seven days prior to the proposed shareholders meeting, publish an invitation in the Official Gazette.<br /><br />Under Article 160 of the Commercial Companies Law, the company&lsquo;s EGM will convene and if a quorum is established, requiring a number of shareholders holding at least seventy five percent of the company&rsquo;s shares, the EGM will proceed to vote to approve the capital reduction plan. A representative of the MOCI will be present at the meeting to supervise and ensure that procedures and the voting process are legally conducted. The company will subsequently prepare the EGM minutes, reflecting approval of the capital reduction plan, which is then submitted within a week to the MOCI for its review and approval. An internal memorandum is sent from the shareholder company department of the MOCI to the commercial registration department to validate the Ta&rsquo;sheer (Notation). Lastly, the Ta&rsquo;sheer is prepared reflecting the MOCI&rsquo;s approval of the capital reduction plan.<br /><br />Additional steps may also be required depending on the percentage of the capital reduction from the paid up capital of the company.</p>'),
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(82491, 4499, 'pageSummary', 'The global economic climate over the past several years has been tumultuous for many financial institutions, forcing organizations to make difficult decisions to remain competitive in times of uncertainty. '),
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(82495, 4499, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Hamzah Al Shammaa'),
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(82497, 4499, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'h.alshammaa@tamimi.com'),
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(82504, 4500, 'content', '<p>Qatar has amended the foreign investment law no (13) of 2000 regulating foreign investment in economic activities by virtue of law no (1) of the year 2010 to include additional sectors to be permitted for foreign investors allowing them to own up to 100% of the share-capital in any company in the following sectors:</p>\r\n<ul>\r\n<li>Consultancy Services;</li>\r\n<li>Technical Services;</li>\r\n<li>IT Services;</li>\r\n<li>Cultural Services;</li>\r\n<li>Sports Services;</li>\r\n<li>Entertainment Services;</li>\r\n<li>Distribution Services; and</li>\r\n<li>Any other field added by virtue of a resolution taken by the cabinet.</li>\r\n</ul>\r\n<p>These sectors were added to the previous permitted sectors, being Agriculture, Industry, Health, Education, Tourism, Development and Exploitation of natural resources, Energy and Mining.<br /><br /><strong>Process Boost:<br /><br /></strong>To promote such a vision, the Ministry of Business and Trade (&ldquo;MBT&rdquo;) has granted the \"Investment Promotion Department (IPD)\" at the MBT with full authority to recommend the approval of applications made by foreign investors to invest in the permitted activities as described above.&nbsp; The IPD will have a private role in facilitating investment procedures through liaising and coordinating with other governmental departments and competent authorities in relation to each of the permitted activities to include without limitation;</p>\r\n<ul>\r\n<li>Ministry of Energy and Industry in relation to energy and industrial activities</li>\r\n<li>Ministry of Education in relation to educational activities</li>\r\n<li>Supreme Council of Health in relation to health care related activities</li>\r\n<li>General Tourism Authority in relation to tourism activities</li>\r\n</ul>\r\n<p><br />Once the application is submitted to the IPD, they will coordinate with the competent authority in order to facilitate and accelerate the process of granting the approval, after fulfilling all the requirements and completing all the required documentation to include:<br /><br />The Investment Promotion Department itself has the following sections to supervise certain sectors:</p>\r\n<p>1.&nbsp;Investment Opportunities Section <br />2.&nbsp;Joint Ventures Section <br />3.&nbsp;Promotion Media Section <br />4.&nbsp;Investors Service Section<br /><br />Investment Promotion Department is headed by Dr. Khalid Al-Derbasti.<br /><br />We met with Dr. Khalid to understand more on the anticipated implications of such step. Dr. Khalid noted that this is a significant step undertaken by the MBT to provide a unified application process to expedite the registration procedures. &ldquo;We are taking all measures necessary to facilitate the process of welcoming foreign investor into Qatar through this investment regime route and we can now say, with certainty, welcome to Qatar business world quite swiftly&rdquo; he added.<br /><br /><strong>Conclusion:</strong><br /><br />This is a major procedural step that will most definitely bolster the position of Qatar&rsquo;s Investment law regime, just on time for major projects in the pipeline.</p>'),
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(82514, 4500, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Ahmad Al Jaafir'),
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(82523, 4501, 'content', '<p>This is because&nbsp; the local commercial agents who are responsible for the distribution of these products are registered with the UAE Ministry of Economy under the provisions of the Law and consequently have the benefit of a statutorily protected monopoly over the sale of those goods in certain Emirates&rsquo; or, in a number of instances, across the UAE. In addition, the Law also affords the local agent the ability to prevent importation of the products by others in the event that there is dispute with the supplier.</p>\r\n<p>Back in 2005, the UAE government recognised the importance of ensuring that certain essential foodstuffs could not be priced unreasonably or prevented from importation as a result of being subject to the provisions of the Law. As a result the UAE federal cabinet addressed this by passing a resolution exempting 15 types of food products, including chicken, rice, flour, cooking oil, fish and meat products, from being subject to the provisions of the Law.&nbsp;&nbsp; &nbsp;&nbsp;</p>\r\n<p>As a further step in liberalising the importation and sale of food products in the UAE, in January of this year, the UAE federal cabinet passed an additional resolution exempting an additional 12 categories of products, including all dairy products, cleaning products, table salt and drinking water from the application of the Law.&nbsp; As a consequence of this latest cabinet decision, not only will agreements that relate to these products no longer be able to be registered with the UAE Ministry of Economy&rsquo;s Commercial Agencies Register but existing registered agreements relating to any of these products will not have their registrations renewed upon expiry.</p>\r\n<p>Whilst the cabinet decisions are certainly a move towards a more moderate approach on the import and sale of food products, practically it would appear that the Ministry of Economy are taking an even more aggressive stance on this. Following recent enquiries made with the Ministry of Economy, it appears that there is currently a blanket ban on the registration of <span>any</span> agreements that relate to food generally, going beyond those which simply relate to the specific items listed in the cabinet decisions.&nbsp; It is unclear as to what is the basis of this current policy and the thinking behind it but it appears that the Ministry&rsquo;s position is uncompromising to the extent that, for instance, we understand that the Ministry would not entertain an application for registration of any restaurant franchises agreements since they would be deemed to be food related.</p>\r\n<p>One can speculate that this approach may well be as a direct reaction to criticism of the Law and more generally protectionism in the UAE economy.&nbsp; However, it is hard to say if this signals a change in attitude of the UAE authorities. &nbsp;Whether this is the beginning of a move back to the more liberal policies that were being adopted prior to the Global Financial Crisis, when the Law was liberalised in 2006, only to be reversed in 2010, remains to be seen.</p>'),
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(82542, 4502, 'content', '<p>given the number of companies which have registered there since it was formed in 1985, it is not uncommon to see companies &lsquo;shutting up shop&rsquo; in JAFZ for numerous reasons. In this article we look at factors, procedures and requirements which need to be addressed by a company wishing to deregister their business within JAFZ. Whilst the procedures and requirements listed in this article may look and seem to form a systematic approach to deregistering a company, from our practical experience, many obstacles may lie in hiding which require professional legal advice and assistance to resolve.<br /><br /><strong>Procedures and Requirements</strong></p>\r\n<p>1.&nbsp;Firstly the shareholder/s must take the decision to deregister their company in JAFZ - this decision should be in the form of a board resolution with the proper legalization procedure adhered to where applicable.<br /><br />2.&nbsp;Jebel Ali Free Zone Authority (&ldquo;JAFZA&rdquo;) should be notified of the shareholders desire to deregister their company in the free zone by arranging for an exit interview with the Customer Relations Department at JAFZA.<br /><br />3.&nbsp;The leasing department at JAFZA is contacted by the company to provide sufficient notice to terminate any existing lease agreement in accordance with such terms entered into with JAFZA. The leased premises should be returned to the original condition and state in which the company first occupied it. This has to be done before the keys to the property are returned to the landlord.<br /><br />4.&nbsp;Customs clearance (in the form of an official letter) should be obtained from&nbsp; Dubai Customs to ensure all goods and products imported and/or exported by the company have been cleared and any and all customs duties have been settled.<br /><br />5.&nbsp;Clearance by DEWA, Etisalat and the RTA should be obtained to ensure no outstanding dues or registered vehicles remain against or under the name of the company.<br /><br />6.&nbsp;Clearance from JAFZA Finance Department should be obtained and a liquidator report should be filed, reviewed and approved by JAFZA Finance Department before any clearance can be obtained. JAFZA Finance Department clearance can be relatively time consuming as the local auditor of the company should formulate and file a liquidation report for clearance.<br /><br />7.&nbsp;Visa and Immigration clearance can also be time consuming and problematic as all employees of the company should be transferred or their visa should be cancelled with all the appropriate filing of applications. To this end, their end of service benefits should be settled and all bank guarantees of employees should be recouped. Please note that the General Manager of the company can only have his/her visa cancelled as a last step in the deregistration process.<br /><br />8.&nbsp;Once the above clearances have been obtained, JAFZA will advertise the deregistration of the company in the local daily (Al Bayan) for a period of 15 calendar days to ensure there are no objections or claims by third parties towards the company&rsquo;s proposed deregistration.<br /><br />9.&nbsp;Once the advertisement period has expired without any objections, the General Manager&rsquo;s visa shall be cancelled and thereafter the license and registration of the company is cancelled. Where the license of the company is expired at the time of applying for deregistration, the company must either renew or suffer a penalty of AED 500 per month until the time it is deregistered.<br /><br />Please note that the above list of requirements is not exhaustive and JAFZA has the right to request additional requirements and information at any time.<br /><br />The Corporate Structuring Team, led by Partner Mr. Samer Qudah, has extensive practical experience in advising and assisting clients with deregistration issues in the JAFZ.</p>'),
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(82561, 4503, 'content', '<p>Credit rating agencies have been in the news for all the wrong reasons lately.&nbsp; Some institutions and countries have even blamed them for causing the current financial crisis in Europe and North America, prompting the EU to propose regulation in order to cut reliance on the big three rating agencies.<br /><br />Historically, investors have relied on these rating agencies to provide them with information and assessments of companies and countries in order for them to analyse the risk before making investments.<br /><br />Investment opportunities are increasingly global and diverse, making it difficult to decide which companies and which countries are good value.&nbsp;There are advantages to investing in foreign markets but the risks associated with sending money abroad are considerably higher than those associated with investing in a domestic market.&nbsp; It is important to gain an insight into different investment environments and also to understand the risks and the advantages that these environments pose.<br /><br />Credit ratings, which measure the ability and willingness of an entity &ndash; whether a person, corporation or a country - to honour its financial commitments and debts, are crucially important when making investment decisions.<br /><br />There are three primary agencies that deal in credit ratings for the investment world &ndash; Moody&rsquo;s, Standard &amp; Poor&rsquo;s and Fitch.&nbsp; Each of these agencies aims to provide a rating system to help investors determine the risks associated with investing in a specific firm, instrument or market.<br /><br />Ratings can be assigned to short-term and long-term debt obligations, as well as securities, loans, preferred stock and insurance companies.&nbsp; Long-term credit ratings tend to be more indicative of a country&rsquo;s investment surroundings and/or a company&rsquo;s ability to honour its debt responsibilities.<br /><br />For a government or company, it is sometimes easier to pay back local currency obligations than it is to pay foreign currency obligations.&nbsp; Therefore, the ratings assess an entity&rsquo;s ability to pay debts in both foreign and local currencies.&nbsp; For example, a lack of foreign reserves may warrant a lower rating for those obligations that a country has made in foreign currency.<br /><br /><strong>Clearing the junk</strong><br /><br />It is important to note that ratings are not the same as buy, sell or hold recommendations.&nbsp; Ratings are rather a measure of an entity&rsquo;s ability and willingness to repay debt.<br /><br />Ratings lie on a spectrum ranging between highest credit quality on one end and default or &ldquo;junk&rdquo; on the other.&nbsp; Long-term credit ratings are denoted with a letter: a triple A (AAA) is the highest credit quality and C or D (depending on the agency issuing the rating) is the lowest or junk quality.&nbsp; Within this spectrum there are different degrees of each rating, which are, depending on the agency, sometimes denoted by a &lsquo;+&rsquo; or &lsquo;&ndash;&rsquo; or a number.<br /><br />For example, when Fitch award a AAA rating, this signifies the highest investment grade and means that there is very low credit risk.&nbsp; AA represents very high credit quality, A means high credit quality and BBB is good credit quality.&nbsp; These ratings are considered to be investment grade, which means that the security or the entity being rated carries a level of quality that many institutions require when considering overseas investments.<br /><br />Ratings that fall under BBB are considered to be speculative or junk.&nbsp; Thus for Moody&rsquo;s, a Ba2 would be a speculative grade rating, while for Standard &amp; Poor&rsquo;s, a D denotes default or junk bond status.&nbsp; The chart gives us an overview of the different ratings symbols that Moody&rsquo;s and Standard &amp; Poor&rsquo;s issue.<br /><br /></p>\r\n<table class=\"nw_boxed_table\" border=\"0\">\r\n<tbody>\r\n<tr>\r\n<td><strong>BOND RATING</strong></td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<table class=\"nw_boxed_table\" border=\"0\" cellspacing=\"5\" cellpadding=\"5\">\r\n<tbody>\r\n<tr>\r\n<td><strong>Moody\'s</strong></td>\r\n<td><strong>Standard &amp; Poors</strong></td>\r\n<td><strong>Grade</strong></td>\r\n<td><strong>Risk</strong></td>\r\n</tr>\r\n<tr>\r\n<td>Aaa</td>\r\n<td>AAA</td>\r\n<td>Investment</td>\r\n<td>Lowest Risk</td>\r\n</tr>\r\n<tr>\r\n<td>Aa</td>\r\n<td>AA</td>\r\n<td>Investment</td>\r\n<td>Low Risk</td>\r\n</tr>\r\n<tr>\r\n<td>A</td>\r\n<td>A</td>\r\n<td>Investment</td>\r\n<td>Low Risk</td>\r\n</tr>\r\n<tr>\r\n<td>Baa</td>\r\n<td>BBB</td>\r\n<td>Investment</td>\r\n<td>Medium Risk</td>\r\n</tr>\r\n<tr>\r\n<td>Ba, B</td>\r\n<td>BB, B</td>\r\n<td>Junk</td>\r\n<td>High Risk</td>\r\n</tr>\r\n<tr>\r\n<td>Caa/Ca/C</td>\r\n<td>CCC/CC/C</td>\r\n<td>Junk</td>\r\n<td>Highest Risk</td>\r\n</tr>\r\n<tr>\r\n<td>C</td>\r\n<td>D</td>\r\n<td>Junk</td>\r\n<td>In Default</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n<p><br />A rating can refer to an entity&rsquo;s specific financial obligation or to its general credit worthiness.&nbsp; A sovereign credit rating provides the latter as it signifies a country&rsquo;s overall ability to provide a secure investment environment.<br /><br />This rating reflects factors such as a country&rsquo;s economic status, transparency in the capital markets, level of public and private investment flows, foreign direct investment, foreign currency reserves, political stability or the ability for a country&rsquo;s economy to remain stable, despite political change.<br /><br /><strong>Doorway to understanding</strong><br /><br />Because it is the doorway into a country&rsquo;s investment atmosphere, the sovereign rating is the first thing most institutional investors will look at when making a decision to invest money abroad.&nbsp; This rating gives the investor an immediate understanding of the level of risk associated with investing in the country.&nbsp; Therefore, a country with a sovereign rating will get more attention than one without.&nbsp; To attract foreign investment, most countries will strive to obtain a sovereign rating and they will strive even further to reach investment grade.&nbsp; In most circumstances, a country&rsquo;s sovereign credit rating will be its upper limit of credit ratings.<br /><br />Getting &ldquo;rated&rdquo; is a relatively new phenomenon in the GCC, becoming fashionable over the past few years, making GCC countries and entities attractive to foreign investors and lenders alike.<br /><br />Emaar properties obtained its first rating in 2007, Moody&rsquo;s giving it A3 and Standard &amp; Poor&rsquo;s giving it A-.&nbsp; Like many others, Emaar suffered in the property market collapse that followed and in 2011, its rating was BB but the outlook was revised from negative to stable.<br />&ldquo;A credit rating is useful, not only for investors, but also for entities looking for investors.&nbsp; An investment grade rating can &hellip; boost a nation&rsquo;s economy.&rdquo;<br /><br />Moody&rsquo;s gave the GCC countries the following ratings and outlooks for 2011:</p>\r\n<ul>\r\n<li>Bahrain - Baa1 Negative</li>\r\n<li>Kuwait - Aa2 Stable</li>\r\n<li>Oman - A1 Stable</li>\r\n<li>Qatar - Aa2 Stable</li>\r\n<li>Saudi Arabia - Aa3 Stable</li>\r\n<li>UAE Abu Dhabi - Aa2 Stable</li>\r\n</ul>\r\n<p>Abu Dhabi, the largest emirate in the UAE and the world&rsquo;s sixth largest oil exporter, received its first credit ratings in July 2007 - &ldquo;AA&rdquo; from Fitch and Standard &amp; Poor&rsquo;s with a stable outlook - and became the first emirate to sell government bonds (US$ 1 Billion five year bond in July 2007).&nbsp; The Emirate of Ras AL Khaimah received a credit rating in July 2011, &ldquo;A&rdquo; from Standard &amp; Poor&rsquo;s.<br /><br />Surprisingly, Dubai does not yet have a credit rating, although it is actively seeking one.<br /><br />A credit rating is useful, not only for foreign investors but also for entities looking for investors.&nbsp; An investment grade rating can put a company or country on the global radar, attracting money and boosting a nation&rsquo;s economy.<br /><br />Indeed for emerging market economies, a credit rating is key to attracting investment from foreign investors and, because a credit rating acts to facilitate investments, many countries and companies will strive to maintain and improve their credit ratings, hence ensuring a stable political environment and a more transparent capital market.</p>'),
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(82576, 4504, 'content', '<p>The bill of lading is not only a contract of carriage but is a document of title and receipt.<br /><br />This BOL has faced some considerable problems surrounding the parties&rsquo; rights and liabilities. Various conventions and domestic laws have attempted to tackle these issues, however few have been successful, due to the rapid growth of the modern shipping environment .<br /><br />Significantly, practical problems have arisen over the past few years attributable to the standard BOL requirement, to present the BOL at the discharging port in order to attain delivery of the cargo.<br /><br />There is a growing number of cases where such documents, i.e. BOL, will reach the consignee at its destination after the cargo has arrived at its destination.&nbsp; The reason for this delay is the procedures at the banks as well as the relative slowness of the postal services, which can now take longer than the transport itself. For instance, carriage of bulk cargoes such as oil and gas on a short sea routes will usually be delivered in a shorter time frame than its related documents.<br /><br />In such cases, the carrier has only limited choices prior to delivering the cargo. Firstly, if it insists on the presentation of the BOL, as it may be unaware of the identity of the current holder of the BOL, then the carrier may be obliged to keep the cargo onboard the ship&nbsp; if no storage facilities are available, whilst waiting for the presentation of the original BOL. This may lead to several flow on issues such as the responsibility for demurrage charges or damages that may be claimed by the carrier if it is a charterer, for the detention of the cargo. The shipowner may also risk losing its next charter. The carrier will undoubtedly be concerned about its schedule, especially in a liner trade. Furthermore, the cargo owner may be affected by the delay, since the goods are frequently subject to fluctuating prices.<br /><br />Secondly, if the carrier is certain of the identity of the receiver of the cargo and delivers the goods without obtaining the original bill of lading, it may inadvertently mis-deliver the cargo (and even if delivery was in good faith) and the carrier&nbsp; will be held responsible for paying the full value of that cargo to the rightful owner. In many cases the carrier will not be able to defend itself in this situation and may jeaopardise its&nbsp; P&amp;I cover or right to limit his liability under the applicable regimes and conventions.<br /><br />A third option for the carrier is to seek an indemnity from the shipper or the receiver before delivering the cargo without presentation of the bill of lading.&nbsp; The most secure indemnity for the carrier would be a bank guarantee, however it is up to the carrier to request a corporate guarantee/indemnity.<br /><br />Some express provision has been set out to protect the carrier in such circumstances, for instance, the standard GAFTA 100 form in the grain trade, provides that &ldquo;in the event of the shipping documents not being available on arrival of the vessel at destination, seller may provide other documents or an indemnity entitling Buyers to obtain delivery of the goods and payment shall be made by Buyers in exchange for same&rdquo; .<br /><br />A new solution has been introduced&nbsp; by the &ldquo;United Nations Convention on Contracts for the International Carriage of Goods wholly or partly by Sea&rdquo; (Rotterdam Rules). It provides for the useelectronic transport records,&nbsp; equivalent to its paper bill. The electronic equivalents, which are a series of electronic messages, in a form similar to e-mails, containing information or instructions relevant to the goods concerned and their carriage and delivery, has been outlined in Article 8, 9, 10 of the Convention. By virtue of Article 8 , the use of electronic documents has been made subject to the consent of the carrier and the shipper.</p>\r\n<p>Even though the Convention contains provisions that attempt to deal with the technological developments, the security of information is still a matter of concern. Hence, the Convention has been criticised on how it can prevent hackers obtaining important information about the goods or carriage in the electronic network. It is true that the use of electronic documents provides a number of advantages (maybe the first one is time saving, as previously mentioned, the ship often arrives to the destination before the BOL) but on the other hand, if someone manages to get an electronic copy of BOL and delivery of the goods, it would have a devastating effect on all the interested individuals.</p>\r\n<p>In order to overcome this two suggestions have been made to establish&nbsp; safe electronic transactions, which have been encompassed in the model proposed by CMI, Rules for Electronic Bills of Lading 1990 and Bill of Lading Electronic Registry Organisation (BOLERO).<br /><br />Another recent problem has arisen in the modern shipping environment especially with gas tankers, where it is difficult for the master to state cargo shipped in apparent good order and condition, since he is unable to see the apparent order for this cargo or have the means of checking it.&nbsp; In such circumstances, this may affect some provisions of the BOL, as well as&nbsp; Article 3, rule 3 of the Hague/ Hague Visby Rules and Articles 15(1) &amp; 16 (1, 2) of the Hamburg Rules, which require the carrier to sign the bill &ldquo;shipped in apparent order and condition&rdquo;.<br /><br />The Rotterdam Rules envisaged a new solution to tackle this issue. However, if the Rotterdam rules do not come into force, amendments should ideally be made to the aforesaid articles of the above mentioned conventions.<br /><br />A further practical problem faces the BOL in the recent years, when the master chooses to add a &ldquo;Weight / quantity unknown&rdquo; clause in the bill. This clause gives the master a way to release himself from any liability which might arise from a shortage in the quantity or weight of the cargo; and allows the master to avoid guaranteeing the accuracy of the weight or quantity stated in the BOL. Accordingly,&nbsp; the consignee however, cannot strictly rely on the accuracy of the stated weight/ quantity.<br /><br />Notwithstanding that, the above is not always effective in some jurisdictions, since in non-common law countries such a clause may not be recognised and the master may not be able to rely on it for exemption of liability. This clause works in some of the common law countries, for instance under the English law, the bill of lading is not necessarily prima facie evidence of the weight or quantity, but in some circumstances the plaintiff must present other evidence which indicates the quantity or weight shipped on board, such as tallies , mate&rsquo;s receipt surveyor&rsquo;s report and so forth.<br /><br />However, the above clause may not always be recognised by the common law courts on some occasions, such as where there is a big discrepancy between the bill of lading figures and the real figures.&nbsp;&nbsp; For instance, it has been held in the case of &ldquo;Sirina&rdquo; &lsquo;where the discrepancy between cargo actually loaded and cargo alleged to have been loaded is so great that it must be obvious to any Master that the bill of lading quantity may, in my view, even if the bill is claused &ldquo;weight etc. Unknown&rdquo;, give rise to the implication that the quantity loaded was not widely at odds with the bill of lading quantity&rsquo; Phillips J .<br /><br />The same concept has been stipulated in Article (259) of the UAE Maritime Law no 26 of 1981, which provides that &ldquo;1.&nbsp; The carrier- or his representative may express reservations against the particulars given by the shipper- in connection with the marks on the goods, the number, quantity or weight, if he has serious reasons to doubt the accuracy thereof or if he does not have available to him the ordinary means of verifying the same. 2.&nbsp; The reasons for the reservation must be stated on the particulars on the bill of lading, together with the bases which are being relied on. 3.&nbsp; The shipper or person delivering the goods shall have the right to prove the accuracy of those particulars. 4.&nbsp; The shipper- shall be responsible to the carrier for any inaccuracy in the particulars provided by him concerning the goods and which have been written on the bill of lading. It shall not be permissible for the carrier to rely on any inaccuracy in the said particulars in the bill of lading as against any third party other than the consignor.&rdquo;<br /><br />Accordingly, it is clear that such a right given to the master to use such a clause may be a grey area of law open to acceptance, rejection or degrees of interpretation. One suggested solution is to concur internationally whether the &ldquo;weight / quantity unknown&rdquo; clause is admissible or not and/or in what circumstances and to what degree, in order to clarify the right of the master to use such a clause.<br /><br />To sum up, the aforesaid problems and solutions have been raised in the modern shipping environment due to a growth of technology, diversity of the commodities in today&rsquo;s shipments and the faster pace of carriage as opposed to the past. The Rotterdam Rules along with the CMI Rules for Electronic Bills of Lading 1990 and BOLERO are attempting to some extent, to tackle these issues, the success of which is yet to be seen.</p>\r\n<p><strong>Footnotes:</strong></p>\r\n<p>1- GAFTA 100, line 100.<br />2- Rotterdam Rules, Article 1.18:&nbsp; &lsquo;Electronic transport record&rsquo; means information in one or more messages issued by electronic communication under a contract of carriage by a carrier, including information logically associated with the electronic transport record by attachments or otherwise linked to the electronic transport record contemporaneously with or subsequent to its issue by the carrier, so as to become part of the electronic transport record, that: (a) Evidences the carrier&rsquo;s or a performing party&rsquo;s receipt of goods under a contract of carriage; and (b) Evidences or contains a contract of carriage.&rdquo;<br />3- Article 8: Use and effect of electronic transport records<br />&ldquo;Subject to the requirements set out in this Convention: (a) Anything that is to be in or on a transport document under this Convention may be recorded in an electronic transport record, provided the issuance and subsequent use of an electronic transport record is with the consent of the carrier and the shipper; and (b) The issuance, exclusive control, or transfer of an electronic transport record has the same effect as the issuance, possession, or transfer of a transport document.&rdquo;<br />4- See &ldquo;Sirina&rdquo; [1998] 2 Ll. Rep 613</p>'),
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(82595, 4505, 'content', '<p>The Centre has recently launched a new initiative called &ldquo;Tanmia&rdquo;, which in Arabic means &ldquo;Development&rdquo;. Tanmia is a program that looks after incomplete projects in difficulty and not progressing. The DLD, represented by the Centre, plays a mediator role between developers of such projects and investors who might be interested in buying and/or investing in same.<br /><br /><strong>Objectives</strong><br /><br /><strong>DLD summarises the objectives of Tanmia as follows:</strong><br /><br />1-&nbsp;Contribute to driving the real estate investment wheel in Dubai. <br />2-&nbsp;Reduce the number of incomplete projects in Dubai. <br />3-&nbsp;Settle all pending issues and revitalize real estate projects. <br />4-&nbsp;Revitalize the real estate sector. <br />5-&nbsp;Raise the attractiveness of investing. <br />6-&nbsp;Reactivate a developer&rsquo;s investment portfolio.<br />7-&nbsp;Offering multiple options through the presence of projects in more than one geographical location.<br /><br />Developers and investors can each approach the Centre &ndash; developers to request enrollment of their projects, and investors to register an intention to invest in a specific project.<br /><br />The idea is that an investor may buy a whole project to develop itself, or alternatively, become a joint venture partner with the existing developer to complete the project.&nbsp; Each alternative would be subject to the parties&rsquo; mutual agreement.<br /><br />The Centre supports investors to obtain information about the project, through the support of DLD and RERA, which have collected and hold information on the various real estate projects in Dubai as a result of the requirements imposed through the Dubai property laws (which require developers to register their projects, obtain DLD approval to open escrow accounts, file audited financial reports in respect of a project, register details of units sold off-plan in the Interim Register etc).<br /><br />It is intended that the DLD, possessing the necessary information in respect of a project, will give confidence to an investor that he will be able to undertake comprehensive due diligence, and use such information to assist with preparation of a feasibility study, with full knowledge of all rights and obligations affecting the project.<br /><br /><strong>Legal issues &ndash; due diligence<br /><br /></strong>The main legal issue which an investor needs to consider as part of its due diligence exercise, is the existence of third party rights in respect of a project (such as unit purchasers, contractors and suppliers).<br /><br />An investor will need to honor obligations entered into by the developer with respect to third parties, particularly its unit purchaser. In this respect, the developer should provide the investor with full disclosure and copy documentation, in order for the investor to be aware of any purchaser defaults and the developer&rsquo;s liability toward third parties which will be assigned.<br /><br /><strong>Master Developer<br /></strong><br />Generally speaking, a master developer&rsquo;s consent to assignment of the project to a new investor/sub-developer will be required, (as per the provisions of the agreement between the master and sub-developer).<br /><br />From our experience in dealing in these matters, master developers do not usually mind consenting to assignment of a project to as long as the new investor/sub-developer can demonstrate that they have the financial capability to honour the development obligations and complete the project.&nbsp;<br /><br /><strong>Moving forwards<br /><br /></strong>We are aware that the Centre has supported the [assignment of] two uncompleted projects to new investors, as at the date of this article. Al Tamimi and Company provided legal assistance with respect to one of the projects and from our experience, we are of the view that many other incomplete projects in Dubai could take advantage of this important initiative.<br /><br />The Centre has a special team for the Tanmia initiative to support developers and investors and, from our first-hand experience in dealing with them, they are providing a valuable service by assisting all parties, providing them with information, arranging meetings and assisting in negotiations between the parties.<br /><br />Al Tamimi and Company is able to assist developers and investors alike through conducting comprehensive legal due diligence and drafting the appropriate legal documentation as may be required between the developer, investor and master developer.<br /><br />We envisage Tanmia having a positive impact on the real estate market of Dubai.&nbsp;It is a new initiative and as such, will require time to grow and increase its influence.&nbsp; If you would like any further information on the initiative, please contact Mohammed Kawasmi &ndash; Property (<a href=\"mailto:m.kawasmi@tamimi.com\">m.kawasmi@tamimi.com</a>).</p>'),
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(82599, 4505, 'content_description', 'The Dubai Land Department has taken another strategic step toward supporting the real estate market of Dubai, by establishing a new centre called the “Real Estate Investment Promotion and Management Centre” (the ”Centre”), part of the Dubai Land Department (DLD).'),
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(82601, 4505, 'pageSummary', 'The Dubai Land Department has taken another strategic step toward supporting the real estate market of Dubai, by establishing a new centre called the “Real Estate Investment Promotion and Management Centre” (the ”Centre”), part of the Dubai Land Department (DLD).'),
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(82609, 4505, '_yoast_wpseo_metadesc', 'The Dubai Land Department has taken another strategic step toward supporting the real estate market of Dubai, by establishing a new centre called the “Real Estate Investment Promotion and Management Centre” (the ”Centre”), part of the Dubai Land Department (DLD).'),
(82610, 4506, 'content', '<p>Pursuant to the Decree, a Real Estate and Rental Dispute Settlement Committee (the &ldquo;Committee&rdquo;) shall be established and formed of a Chairman and (a maximum of) four members who shall be appointed by a resolution issued by His Highness the Ruler, or the delegate thereof. The Decree does not specify whether the members of the Committee must be judges or not.<br /><br />The Committee shall have the sole competency of settling all real estate disputes and complaints in respect of cheques, related to real estate transactions of the various real estate development companies registered in Ras Al Khaimah.&nbsp; The Committee shall also be competent to settle all the rental disputes, and complaints in respect of cheques issued under leasing contracts.<br /><br /><strong>Committee authority<br /><br /></strong>The Decree grants the Committee certain authority as follows:</p>\r\n<p>1-&nbsp;settling disputes by means of conciliation or Arbitration if the parties agree on such a solution, otherwise the Committee shall settle the dispute by a Decision issued by the Committee. <br /><br />2-&nbsp;ordering a cheque issuer to write a new cheque in place of the cheque which is the subject of the complaint, which shall become due on the date specified by the Committee. <br /><br />3-&nbsp;cancellation of returned cheques issued in favour of a real estate developer, where it is proved that the developer is not entitled to same. <br /><br />4-&nbsp;referring the returned cheque to the competent judicial authority for appropriate legal action to be taken against the cheque issuer, where it is proved that the developer is entitled to the value of the cheque. <br /><br />5-&nbsp;instructing the assistance of suitable experts, consultants, engineers and specialists who are experienced in real estate and leasing matters.<br /><br />Existing cases which have not yet been decided by the Court (or any other authority) must be referred to the Committee pursuant to this Decree.<br /><br />The Decree states that judgments issued by the Committee shall be final and conclusive.&nbsp; However, it also allows the parties to submit a petition to the same Committee for reconsideration of its judgment within 15 days of the date of the judgment issuanceNo petition for reconsideration may be submitted more than once.<br /><br />Judgments of the Committee shall be executed by the Department of Execution of the Courts of Ras Al Khaimah.<br /><br /><strong>Fees<br /><br /></strong>The fee for filing a case before the Committee is 10% of the amount which is the subject of the claim, up to a maximum of 30,000 Dirhams.&nbsp; A fee of 30,000 Dirhams is payable for the issue of a petition of reconsideration of a judgment.<br /><br /><strong>Validity<br /><br /></strong>The Decree cancels Amiri Decree No. 12 of 2010 regarding the establishment of judicial committee for real estate dispute in the Emirate of Ras Al Khaimah.&nbsp; It also cancels Amiri Decree No. 7 of 2011 regarding amendment to Decree 12 of 2010, which gave the judicial committee authority over tenancy disputes.<br /><br /><strong>Commentary<br /><br /></strong>The significance of the Decree is that it allows parties to request the same Committee to reconsider a previous decision issued by it.&nbsp; At the same time, it clarifies the jurisdiction of the Committee over all property disputes and tenancy cases, together with clarifying&nbsp;&nbsp; the amount of fees chargeable for filing any property or tenancy related claim.<br /><br />The Decree does not mention the names of the members of the Committee (as it was the case in Amiri Decree No.12 of 2010), and the names of the members will be decided pursuant to a decision to be issued by His Highness the Ruler of Ras Al Khaimah.<br /><br />The Decree clarifies to all parties with real estate and tenancy related disputes in Ras Al Khaimah, the legal route and the competent authority over such disputes.&nbsp; Ras Al Khaimah is an important real estate market of the UAE with major real estate projects. With new property development projects expected, we anticipate that the Decree will bring a greater amount of confidence to the real estate market in Ras Al Khaimah.<br /><br />Al Tamimi and Company represents many clients before the Committee and has a great deal of experience handling real estate and tenancy related disputes in Ras Al Khaimah.<br /><br />If you have any queries about the Decree or the Committee, please contact Mohammad Kawasmi, Head of Property &ndash; Northern Emirates (<a href=\"mailto:m.kawasmi@tamimi.com\">m.kawasmi@tamimi.com</a>).</p>'),
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(82614, 4506, 'content_description', 'His Highness Sheikh Saoud bin Sakr bin Mohammed Al Qasimi, Ruler of Ras Al Khaimah, has issued Amiri Decree No. 2 of 2012 on the formation of a special judicial committee for real estate and rental disputes in the Emirate of Ras Al Khaimah on 15 February 2012 (the “Decree”).'),
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(82629, 4507, 'content', '<p>Attacks on the Arab Gas Pipeline in the Sinai led to disruptions in the supply of natural gas from Egypt to Jordan, which contributed to losses by the electricity sector of over JOD 1 billion last year; such losses are expected to reach JOD 1.5 billion this year if the situation continues. The Government of Jordan is therefore planning to raise electricity tariffs during May 2012.&nbsp;&nbsp;<br /><br />Amid this energy crisis, focus on renewable energy projects became paramount. As such, the Ministry of Energy and Mineral Resources (the &ldquo;Ministry of Energy&rdquo;) announced on 25 April 2012 that it has qualified 34 international and local companies for the investment in renewable energy projects, with an overall capacity reaching 1000 MWs. Of the qualified companies, 22 companies will invest in solar power projects and the other 12 companies are specialised in wind energy.<br /><br />The qualification was a result of the evaluation of offers of 64 companies that have submitted their expressions of interest for installing renewable energy plants on a build own operate (BOO) basis. The Government of Jordan will enter into a memoranda of understanding with the qualified companies; to allow such companies to commence the requisite technical studies, feasibility studies and due diligence in preparation of submitting their comprehensive direct proposals to the Ministry of Energy.&nbsp;<br /><br />Of its natural resources, Jordan has considerable potential from its renewable energy sources. Particularly, from solar power and wind energy; as Jordan enjoys 300 days of sunshine a year according to the National Energy Research Centre .<br /><br /><strong>Energy Strategy<br /></strong><strong><br /></strong>The Updated Master Energy Strategy of the Energy Sector in Jordan for the period (2007-2020) (the &ldquo;Energy Strategy&rdquo;), aims at enhancing the exploitation of domestic energy resources depending mainly on oil shale and renewable energy.<br /><br />The Energy Strategy sets out a target to satisfy 7% of the country&rsquo;s energy demand from renewable energy by 2015 and 10% by 2020; where the volume of required investment is estimated at about USD 1415-2115 million.&nbsp;<br /><br />The Energy Strategy provides certain recommendations in the field of renewable energy, these recommendations include the following:</p>\r\n<ul>\r\n<li>The issuance of a renewable energy law aimed at stimulating the private sector to increase its investments in this field;</li>\r\n<li>Proceed with the implementation of wind energy projects for electricity generation based on BOO with a capacity of 600 MWs by 2020;</li>\r\n<li>Enhance research and study on renewable energy sources; and</li>\r\n<li>The establishment of a renewable energy and energy efficiency fund.</li>\r\n</ul>\r\n<p>According to the Energy Strategy, the major proposed projects include:</p>\r\n<ul>\r\n<li>Al Kamsha wind farm of 30-40 MWs;</li>\r\n<li>Al Fujaij wind project of 70-90 MWs;</li>\r\n<li>Al Hareer wind project of 30-40 MWs;</li>\r\n<li>Wadi Arabah wind project of 30-50 MWs; and</li>\r\n<li>Solar energy power plants with a capacity of 300-600 MWs.</li>\r\n</ul>\r\n<p><strong>Legal framework</strong></p>\r\n<p>As recommended in the Energy Strategy, a piece of legislation dedicated to govern thee area of renewable energy was issued in 2010; which is the Renewable Energy and Energy Efficiency Law No. 3 of 2010 (the Law).<br /><br /><strong>The Role of the Ministry of Energy<br /><br /></strong>Pursuant to the Law, the Ministry of Energy is entrusted with the following broad responsibilities in cooperation with other competent bodies:</p>\r\n<ul>\r\n<li>Exploiting renewable energy sources in order to increase their contribution to the total energy mix, achieving safe supply from such sources and promoting investments in this field;</li>\r\n<li>Contributing to environmental protection and achieving sustainable development by enhancing the exploitation of renewable energy; and</li>\r\n<li>Saving energy and improving its efficiency in various sectors.</li>\r\n</ul>\r\n<p><strong>Direct Proposals and Fixed Tariffs</strong><br />&nbsp;<br />The Law allows for direct negotiation between private companies intending to invest in renewable energy projects and the Ministry of Energy; which can circumvent the government bidding process. An investor may submit a direct proposal to the Ministry of Energy in order to develop any site for the purposes of exploiting renewable energy sources.<br /><br />Article 6 (b) of the Law states that direct proposals for generating electricity power and connecting to the grid shall satisfy the certain conditions, including:</p>\r\n<ul>\r\n<li>The proposal shall contain the development plan including the preliminary design, initial financing plan, the contribution of local inputs to the facility, supplies, construction and operation;</li>\r\n<li>The investor shall have the requisite expertise in the implementation of renewable energy facilities similar to the proposed one; and</li>\r\n<li>The proposal shall include a fixed tariff for the electricity to be generated and sold by the renewable energy facility. Such fixed tariff shall be expressed as an amount per kilowatt hour and shall be within the acceptable range in accordance with the Reference Pricelist .</li>\r\n</ul>\r\n<p>Furthermore, the power purchase agreements relating to the sale of electrical power generated by renewable energy plants shall comply with the provisions of the Law.<br /><br /><strong>The Renewable Energy and Energy Efficiency Fund<br /><br /></strong>The Law provides for the establishment of the Renewable Energy and Energy Efficiency Fund (the Fund), which aims to provide necessary funding for the exploitation of renewable energy sources and sustain energy saving plans.<br /><br />The Fund shall have a separate juridical personality and be financially and administratively independent. Activities of the Fund include acquiring movable and immovable assets, entering into agreements and loan and accepting donations and grants.<br /><br />The Fund is financed by treasury allocations, its revenues and investment proceeds and domestic and external donations.<br /><br /><strong>Conclusion</strong><br /><br />The rising demand for exploring Jordan&rsquo;s natural resources highlights the necessity to speed up the implementation of the Government&rsquo;s plans in respect of renewable energy and oil shale. The recent qualification by the Ministry of Energy of a number of companies who have submitted their expressions of interest mid 2011 indicates that a step towards the implementation of the renewable energy projects was taken. Investors in the clean energy sector would enjoy the direct negotiation with the Ministry of Energy catered for under the Law but might need more clarity as to the range of acceptable tariffs.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br /><br /><strong>Footnotes:</strong><br /><br />1- The National Energy Research Centre is one of the programs of the National Centre for Research and Development established by virtue of Regulation No. 72 of 2010.<br /><br />2- The &lsquo;Reference Pricelist&rsquo; is prepared by the Electricity Regulatory Commission along with the relevant bodies for specifying the mechanism of pricing the purchase of electrical power from renewable energy sources.</p>'),
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(82654, 4508, 'content', '<p>PPP is often misconstrued and confused by many who think that it refers to the selling of government assets, or the transfer of public sector services to the private sector, in what is commonly known as a &ldquo;privatisation&rdquo;.&nbsp;&nbsp; It is correct to say that privatisation is a form of PPP but what should be understood is that privatisation is only part of several different variant forms of PPP.&nbsp; Therefore, privatisation comes under the umbrella of PPP together with PFI (Private Finance Initiatives), Joint Ventures between the public sector and private sector and Concessions such as BOT (Build Operate Transfer), BLT (Build Lease Transfer), BOOT (Build Own Operate Transfer).<br /><br /><strong>Is Qatar gearing towards PPP Projects?</strong><br /><br />A major misconception is that only governments which have to grapple with limited financial resources will opt for the PPP route.&nbsp; On the contrary, even countries flushed with cash and abundant resources can benefit from the PPP structure.&nbsp; Qatar can utilise the PPP structure to promote efficiency in implementing its vast infrastructure projects in the next 10 years leading up to the FIFA World Cup 2022.&nbsp; This will ease the burden of its public sector workforce to manage and oversee these projects and free up the public sector to focus more on policy making and project implementation.<br /><br />Over 10 years ago, Qatar had already initiated its privatisation programme by transferring the responsibility of the state-owned electricity and water corporation to an independent authority.&nbsp; More recently the BOOT was used to implement the Ras Laffan IWPP (Independent Water and Power Project).&nbsp; There is great scope for widening the use of PPPs in Qatar and there is a strong indication that this is the path Qatar is taking with its future plans for its rapid major infrastructure development.<br /><br />In February, Markab Advisory released a new research study entitled &ldquo;Public Private Partnerships: A Vehicle of Excellence for the Next Wave of Infrastructure Development in the GCC&rdquo;.&nbsp; It is interesting to note that this study was sponsored by the Qatar Financial Centre Authority and the State of Qatar Ministry of Business and Trade.&nbsp; In this study, Markab Advisory stated that &ldquo;By weaving PPP into its infrastructure and growth plans for the next ten years, Qatar can rapidly emerge as a centre of excellence for PPP in the region&rdquo;.<br /><br /><strong>How can Qatar benefit from PPP initiatives?</strong><br /><br />PPP initiatives can offer the required expertise and know-how for the development and operation of mega infrastructure projects.&nbsp; In addition, intelligent risk allocation and sharing between the public partner and the private partner should add to the value and success of a PPP initiative.&nbsp; The PPP partners can develop a Risk Allocation Matrix which will be encapsulated into the PPP contract.&nbsp; It will be decided during the contract negotiation stage which partner will bear the construction risk and the operation and maintenance risk.&nbsp; Other risks which the partners will have to consider are political risks, environment and safety risks, financial risks and revenue risks.&nbsp; Ideally there should be a balance within the PPP structure of risk sharing between the public partner and the private partner.&nbsp; <br /><br />PPPs have been used globally to implement various projects in the following areas:<br /><br />&bull;&nbsp;Infrastructure &ndash; Roads, Bridges, Railways<br />&bull;&nbsp;Utilities &ndash; Power, Water<br />&bull;&nbsp;Waste Management Services<br />&bull;&nbsp;Healthcare<br />&bull;&nbsp;Education<br /><br /><strong>Collaboration and Partnership in a PPP arrangement<br /><br /></strong>With careful planning and structuring of the PPP project to be undertaken, the Government may find that partnering with the private sector will increase and improve the supply of related services.<br /><br />As mentioned above, there are several variant forms of PPPs that may be used by the Government.&nbsp; It is more likely that the PPP model where the private sector owns the Project assets or which focuses on financing the Project based on a PFI structure, will not be the model used in Qatar as this model does not meet Qatar&rsquo;s immediate concerns or needs.&nbsp; What would be more suitable for Qatar, in relation to infrastructure development, is a PPP based on a project management contract concept.&nbsp; This would entail a contracting arrangement between the relevant government authority, or government owned entity, for the management of facilities which are usually managed by a government authority, or government owned entity, such as ports, airports, utilities and waste management services.<br /><br />Another possible PPP model is the concession arrangement based on a BOT (Build Operate Transfer), BLT (Build Lease Transfer) or BTO (Build Transfer Operate).&nbsp; Usually the private entity creates a Special Purpose Vehicle (SPV) to undertake the PPP project.&nbsp; The design and construction, operational and investment risks can substantially be transferred to the SPV/Concessionaire under this arrangement.&nbsp; The concession agreement for this PPP structure can be split into the following parts:<br /><br /><strong>Part 1</strong> &ndash; constitutes the design and construction phase.&nbsp; Therefore, there will be similar elements in the concession agreement as in a construction contract although quite notably, the approval process will be different.<br /><br /><strong>Part 2</strong> &ndash; follows the completion of construction works where the Concessionaire will carry out the operations and maintenance phase.&nbsp; There should be a detailed schedule on the scope of works under operations and maintenance. Where the concession involves the operation and maintenance of a plant or facility, for example a water treatment facility, the maintenance obligations should include routine maintenance and not upgrading works such as the replacement of major spare parts. Upgrading works would usually be charged separately as additional works.<br /><br /><strong>Part 3</strong> &ndash; upon the expiry of the concession period, the Concessionaire will hand over the hospital, bridge, waste management plant or water treatment plant to the government entity.&nbsp; Handover rights and details of the handover should be ironed out with the Government before the commencement of the concession.&nbsp;The level of investment of the Concessionaire should be determined from the beginning and also whether, upon expiry, the plant will be handed over on an &ldquo;as is&rdquo; basis, or certain upgrading or enhancement works will have to be carried out before handover.&nbsp;There should be a checklist of what equipment, materials or plant spare parts will be handed over.&nbsp;If the Concession is terminated before the expiry of the Concession period, then the compensation payable to the Concessionaire is important. <br /><br />This of course depends on why it was terminated &ndash; whether it is due to a material default of Concessionaire or the Government entity, or if it is a termination of convenience or expropriation by the Government.&nbsp;Methods of calculation for compensation should be agreed upon up front and set out in the Concession agreement rather than be left for the parties to compute and decide upon termination itself.&nbsp; Computation of compensation also depends on what stage of the Concession such termination occurs &ndash; that is, whether it is during construction phase or operations &amp; maintenance phase.<br /><br />Other key points in a Concession Agreement are:<br /><br />&bull;&nbsp;Concession rights <br />&bull;&nbsp;Concession fee (if any) <br />&bull;&nbsp;Financing (if any) and rights of lenders (such as, Step in rights and Rights of assignment)<br />&bull;&nbsp;Concession period <br />&bull;&nbsp;Land rights (if any) <br />&bull;&nbsp;Government&rsquo;s obligations <br />&bull;&nbsp;Concessionaire&rsquo;s obligations<br />&bull;&nbsp;Dispute Resolution procedure<br />&bull;&nbsp;If the Concession involves taking over government services, there will be issues on existing staff and assets and the transfer thereof to the Concession company (however, this will probably not be the Concession model that will be used in Qatar).<br /><br /><strong>Is a Comprehensive Legislative Framework required to implement PPPs?</strong><br /><br />PPP initiatives around the world have been implemented in various ways.&nbsp; Some countries have enacted comprehensive legislation to govern and facilitate PPPs, whilst others do not have a specific law on PPPs, preferring to rely on contractual agreements governed by existing laws.&nbsp; PPP investments in the MENA region countries have essentially been contractual rather than based on a comprehensive single legislative framework.<br /><br />However, a clear national policy and legal framework is advisable to provide the necessary support, foundation and basis in order to kick-start this wave of PPP initiatives.&nbsp; There should be a creation of institutions, a PPP Unit or Task Force within the Government framework, to develop expertise in structuring PPPs and to oversee the development and implementation of PPPs in the country.&nbsp;&nbsp; The PPP Unit or Task Force should be given clearly defined authority and responsibility and their responsibility should be to coordinate and facilitate the development of PPPs in Qatar. Part of their initial task should be to standardise procurement documentation and procedures and formulate a standard PPP Contract Form to be utilised by the various government ministries and departments.&nbsp;<br /><br />It is prudent to recognise at an early stage of development that having well defined PPP policies and legal framework is crucial to the success of implementing PPP initiatives.<br /><br />The State of Qatar Ministry of Business and Trade has already set up a PPP Directorate. The signs are clear that Qatar is moving in the right direction in establishing a framework to launch its PPP initiatives in tandem with its massive infrastructure development.&nbsp;</p>'),
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(82660, 4508, 'pageSummary', 'PPP is the current buzzword in Qatar. Demystifying the PPP : It is the acronym for Public Private Partnership. '),
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(82677, 4509, 'content', '<p>The Claimant also wanted the court to confirm that the Claimant was not in breach of the agency agreement.&nbsp; The Claimant claimed the amount of money it invested in order to achieve the purpose set out in the agency agreement, compensation for damages incurred as a result of the termination of the agency agreement, profit that the Claimant Company lost as a result of the termination, and other losses.&nbsp; <br /><br />Pursuant to Article 282 Kuwait Commercial Agency law, the Principal shall pay compensation (determined by the judge) to the Agent in the event the Principal terminates or refuses to renew the agency agreement without justification. Article 282 applied in these circumstances as the Principal had not renewed the agency agreement without justification. However, the Principal argued that the courts did not have jurisdiction to hear the case because of the existence of the arbitration clause. Accordingly the case was dismissed by the courts.<br /><br /><strong>BACKGROUND</strong><br /><br />The Claimant company entered into a contract (automatically renewable upon expiry of three years) with the Defendant company, whereby the Claimant would provide reservation services and complete the sale of passenger air transport within the territory of Kuwait onboard the defendant company&rsquo;s and, any other airlines on its behalf. <br />The Claimant company performed the work and services they had contractually agreed to, which contributed to the success and promotion of the Defendant company&rsquo;s business and increased its customer base, hence made profit.<br /><br />The Claimant company was later surprised by the Defendant company&rsquo;s refusal to renew the commercial agency contract without legal justification.&nbsp; The basis of litigation was breach of article 7(1) of the agency agreement. The article provides that &ldquo;this contract is valid for three years form the date of being signed, which may be renewed for another new period&rdquo; The Claimant claimed the termination had caused moral and material damages without acceptable justification.<br /><br />The court commenced to hear the case and appointed an expert to ascertain the amount of damages resulting from the termination of the commercial agency contract, without the existence of any fault caused by the Claimant. The Defendant submitted its defense, arguing that the court did not have jurisdiction to hear the case due to the existence of the arbitration clause and asked the expert to return the case again to the court to consider the arbitration clause.&nbsp;&nbsp; The expert complied with the Defendant&rsquo;s defense and as a result, the Court of First Instance ruled that the court had no jurisdiction to hear the case and ordered the Claimant to pay the expenses and the attorney&rsquo;s fees.<br /><br />Thereafter, the Claimant challenged the same before the Appellate Court on the basis that the Appellant Company&rsquo;s manager, who signed the contract including the arbitration clause, was not legally authorized to approve the arbitration clause set out in the contract, consequently, the arbitration clause should be declared null and void because it violates public policy.&nbsp;The validity of the signature on the arbitration clause required a special power of attorney whereas the Appellant Company&rsquo;s manager signed the clause without the special power of attorney,<br /><br />The Defendant had objected to the Appellant&rsquo;s defense on the basis that the Appellant Company is a company with limited liability and the signature on the contract is the general manager whose name is recorded in the memorandum of association. According to the companies&rsquo; law in Kuwait, the general manager has extensive authority and he may sign such an arbitration clause without consulting the partners or obtaining a special power of attorney.<br /><br />Accordingly, the court agreed with the Defendant&rsquo;s aforementioned defense and rejected the appeal filed by the Claimant Company.<br /><br /><strong>CONCLUSION</strong><br /><br />As for limited liability companies, the manger may sign on agreements which contain Arbitration clause without having any Power of Attorney or delegations. However, said manager&rsquo;s name should be stated in the Articles of Association of the limited liability company. It should be noted that in order for a dispute resolution clause which contains Arbitration to be sufficient, the Chairman of the Board of Directors should have either a Power of Attorney or a delegation from the Board of Directors authorizing him to sign on agreements that contain Arbitration clause.</p>'),
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(82695, 4509, '_yoast_wpseo_metadesc', 'SUMMARY OF DISPUTE: The Claimant, a tourism company (and Agent) filed a claim against the Principal, (the Defendant), requesting the court to appoint an expert in order to confirm that the Claimant company had successfully promoted the business of the Defendant and increased its customer base.'),
(82696, 4510, 'content', 'This Judgment highlights the definition of a commercial agent set out in the law and the court’s approach in deciding what constitutes a commercial agency: “Every person exclusively licensed to distribute the goods and products or to put them on sale or circulation or to perform certain services within the scope of the agency on behalf of his principal in exchange of remuneration” Article 2 of Law no. 8 of 2002 of the Qatari Commercial Agency Law.\r\n\r\n<strong>Background</strong>\r\n\r\nFollowing the termination of a distribution agreement between a foreign company (the First Defendant) and its local distributor (the Claimant) in respect of high end prestige automobiles, the Claimant requested the Minister of Business and Trade (the Second Defendant) to place a ban on the importation of the automobiles into Qatar based on Article 17 of Law no. 8 of 2002 (the Commercial Agency Law). The Minister refused the request. The Claimant then commenced proceedings before the Administrative Court against the First and Second Defendants seeking a reversal of the Minister’s decision by the Court.\r\n\r\nThe Claimant alleged that the Distribution Agreement between him and the First Defendant was a commercial agency agreement and the said agreement was terminated in contravention of the provisions of the Commercial Agency Law and seeking a reversal of the Second Defendant’s decision. The Court of First Instance rejected the claim. The Claimant appealed against the finding of the Court of First Instance and the Court of Appeal overruled the judgment of the Court of First Instance, ruling in favor of the Claimant by reversing the decision of the Second Defendant. Both Defendants filed an appeal with the Court of Cassation against the judgment of the Court of Appeal.\r\n\r\n<strong>The Court of Cassation decision</strong>\r\n\r\nThe Court of Cassation allowed the appeal of the Defendants and made in its judgment the following points:\r\n<ul>\r\n 	<li>The relationship between the Claimant and the First Defendant was not a commercial agency as defined in Article 2 of the Commercial Agency Law. The Court ruled that in order for an agreement to be considered a commercial agency, two conditions must be satisfied: (1) exclusivity: meaning that a commercial agent must be granted an exclusive right to distribute the goods in Qatar; and (2) a commercial agent must distribute products on behalf of a principal in exchange for remuneration. Any agreement that does meet the aforementioned conditions is not a commercial agency agreement.</li>\r\n 	<li>The court applied the aforementioned principle to the facts of the case. The court relied mainly on Clause 2.5 of the Distribution agreement between the Claimant and the First Defendant which stated that “the Distributor shall stand in the relation of an independent contractor with the [Principal] and shall not be empowered to bind the [Principal] or to contract in the name or create any obligation to be performed by the [Principal]”. Accordingly, the Court ruled that the distribution agreement did not create a commercial agency because the Claimant was not acting on behalf of the First Defendant. Consequently, the provisions of the Commercial Agency Law (including Article 17 thereof) should not apply to this case.</li>\r\n</ul>\r\n<strong>Comment on Judgment</strong>\r\n\r\nThe judgment created a precedent in Qatar changing the legal concept of the commercial agency and the practice of registration of commercial agency contracts with the Ministry of Business and Trade. The litigation department of Al Tamimi &amp; Co. in association with Mohammed Al Marri won this judgment for the client, a major foreign company.'),
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(82715, 4511, 'content', '<p>The Claimants filed a case against the Bank seeking to rescind a bank facility contract, the mortgage deed (securing the facility contract) and a promissory note. The Claimants argued that the Bank was liable in tort for gross negligence and misrepresentation in relation to an investment made with the Lehman Brothers shortly before they filed for bankruptcy in 2008.<br /><br />This judgment does not create any new principles but it was predictable that with the economic downturn in 2008 and the loss of investments, claims for misrepresentation and negligent advice would follow. This judgment sheds light on the courts&rsquo; approach in these types of matters.<br /><br /><strong>BACKGROUND OF THE CLAIM</strong><br /><br />It was contended that the Defendant Bank had contacted the Claimants in May 2008 offering an attractive investment opportunity with a 40% profit return, risk free. The Bank also offered the joint purchase of CRAN Series 6 shares, a commodity issued by the Lehman Brothers, supplying the Claimants with information indicating that it would be a deal with huge profits. The Claimants contributed USD 1.6 million to the investment and as a result, the Bank granted the Claimants with a facility of USD 4 million.&nbsp; <br />The investment and loan was for a 15 year term. During the 15 year period, the Claimants would receive an annual payment of USD 377,200. After the 15 year period, the Claimants would have recovered their capital contribution in full.<br /><br />The Claimants partnered with a major financial institution (the Defendant Bank) and were led into accepting the offer, particularly in view of the fact that the Defendant Bank was a leading partner and gave assurances that it would protect the capital. The Claimants argued that the Defendant Bank should have the expertise and ability to protect its investment and take measures that are normally taken in the banking industry in connection with capital market investment.<br /><br /><strong>News of financial difficulties<br /><br /></strong>Shortly after the facility agreement was signed, news started to emerge that the Lehman Brothers were facing financial difficulties. The Claimants conveyed this information to the Defendant Bank asking the Defendant Bank to verify the information and take action, most importantly to sell if the shares dropped below 10% of its value. The Defendant&rsquo;s response was that the news was just a rumour. The Bank would reassure the Claimants that it would take appropriate measures to protect the investment and maintained its position despite knowing about the share issuer&rsquo;s deteriorating situation before inviting the Claimants to conclude the deal. In August 2008, the Claimants heard more information with respect to the Lehman Brothers experiencing financial difficulties and that the value of the shares dropped by 85%. They reported this to the Defendant Bank but the Defendant Bank did not sell the investment.<br /><br />On the 15th September 2008 the Defendant Bank notified the Claimants that the Lehman Brothers had filed for bankruptcy after having just informed them the day before that the Lehman Brothers were in a strong financial position, despite the Bank receiving several reports concerning Lehman Brother&rsquo;s falling share prices. The Claimants argued that the Defendant Bank had been aware of the situation since February 2008 thereby rendering the Defendant liable in tort as well as in contract.<br /><br /><strong>The Bank&rsquo;s defence</strong><br /><br />The Bank argued that the Abu Dhabi courts did not have jurisdiction on the basis that the facilities had been issued in favor of the Claimants by the Dubai branch and not Abu Dhabi.&nbsp; Accordingly the matter should be heard before the Dubai courts because the agreement was made in Dubai by the branch of the bank in Dubai, whereas the promissory notes (CRAN series 6) were issued by Lehman Brothers outside the UAE.<br /><br /><strong>COURT OF FIRST INSTANCE</strong><br /><br />The Court of First Instance ruled that Abu Dhabi did not have jurisdiction.<br /><br /><strong>COURT OF APPEAL<br /><br /></strong>The Court of Appeal upheld the Court of First Instance&rsquo;s decision and confirmed that the Abu Dhabi court&rsquo;s do not have jurisdiction.<br /><br /><strong>SECOND APPEAL</strong><br /><br />The Claimants appealed again to the Court of Cassation which allowed the appeal and reversed the judgment of the Court of Appeal. The Court of Cassation decided that the courts of Abu Dhabi have jurisdiction on the basis that the Claimants were approached by the Abu Dhabi branch of the bank. Accordingly the Abu Dhabi courts have jurisdiction to try the case. The matter was then referred back to the Court of First Instance to look into the merits of the dispute.<br /><br /><strong>BACK TO THE COURT OF FIRST INSTANCE<br /><br /></strong>The Court of First Instance proceeded to adjudicate the matter and the Bank then submitted a counter claim.&nbsp; The Bank requested the court for a judgment on the counter claim remedies in the amount of $ 4 million representing the banking facility with interest. The court then issued its judgment and accepted the Bank&rsquo;s arguments as follows:<br /><br /><strong>THE BANK&rsquo;S DEFENCES ACCEPTED BY THE COURT OF FIRST INSTANCE<br /><br /></strong>1.&nbsp;The Bank argued that it had not misrepresented the Claimants since the Claimants signed the facility agreement in May 2008 whereas the Lehman Brothers filed for bankruptcy on the 15 September 2008. Accordingly, the bank could not have foreseen that the Lehman Brothers would file for bankruptcy 4 months after the facility agreement had been signed.<br /><br />2.&nbsp;The Bank had relied upon (and submitted to the courts) reports issued by Standard and Poor, Moodys and Fitch, leaders in financial market intelligence. Lehman Brothers continued to maintain excellent credit ratings and a classification of AAA until one day before it filed for bankruptcy. The reason for this was that the Lehman Brothers had sufficient liquidity to deal with all its debts but had filed for bankruptcy anyway.<br /><br />3.&nbsp;In response to the Claimants&rsquo; argument that the Bank was under an obligation to sell the (CRAN 6) investment notes when it had been notified by the Claimants that the Lehman Brothers stocks were devaluating, the bank referred to the investment documents and to its provisions.&nbsp; The investment documents very clearly indicate that the Bank was not a consultant to the investors (Claimants) and that it did not give any advice to them to invest in these products and that they should have sought independent advice before investing in these products. The Bank accordingly argued that it could not have sold the (CRAN 6) investment notes as these were owned by the Claimants nor can the Bank be held responsible for not advising the Claimants with respect to their investment due to the above reasons.<br /><br /><strong>FINDINGS OF THE COURT OF FIRST INSTANCE<br /><br /></strong>1.&nbsp;The Court held that the basis of the Claimant&rsquo;s main claim is an argument by the claimants that the Bank has committed an act of misrepresentation and secondly the bank was negligent by not investigating the status of the investment. <br /><br />2.&nbsp;The Court then held that it is well established under Article 185 of the Civil Code that &ldquo;misrepresentation is when one of the two contracting parties deceives the other by means of fraud by word or deed which leads the other to consent to what he would not otherwise have consent to.&rdquo;&nbsp; Article 186 of the Civil Code also provides that &ldquo;deliberate silence concerning a fact or circumstance shall be treated as a misrepresentation if it is proved that the person misled thereby would not have made the contract had he been aware of that fact or circumstance.&rdquo;<br /><br />3.&nbsp;The Court then held that the trial court has absolute power in the assessment and weight of evidence and documents submitted by the parties.&nbsp; The trial court can review the agreements to decide and conclude what the intention of the parties was. <br /><br />4.&nbsp;The Court then concluded that the incident attributed to the Bank and described by the Claimants as misrepresentation is their argument that the Bank had not declared to them the financial situation of Lehman Brothers (the issuer of the (CRAN 6) investment notes) which continued to deteriorate until it had been declared bankrupt. <br /><br />5.&nbsp;The Court then held that the above incident is not connected to the facility agreement concluded between the Bank and the Claimants.&nbsp; Accordingly such incident can not be considered as an act of misrepresentation which would nullify the facility agreement. <br /><br />6.&nbsp;The Court then stated that the Claimants did not argue that the agreement to invest in the notes issued by Lehman Brothers was affected by misrepresentation or fraud and accordingly dismissed the Claimants arguments on this part of the claim also. <br /><br />7.&nbsp;The court then rejected the claim of the Claimants to recover the amount of U$ 1.6 million (their deposit) on the basis that this amount had been part of the investment fund and had been utilised by the Bank to buy the (CRAN 6) investment notes for the Claimants which was 100% property of the Claimants.&nbsp; As a result, they can not claim it back from the Bank. The Court held that the issue of investment on these notes should be between the Claimants and the Lehman Brothers and accordingly the main claim has no basis. <br /><br />8.&nbsp;The Court held that the counter claim is based on clear documents such as the facility agreement, the pledge agreement and the promissory note and accordingly the Court decided that since the Claimants failed to pay any of the installments, the total amount of the facility of US $ 4 million is therefore due and the Court ordered that the counter respondent (main Claimants) pay this amount to the Bank.<br /><br /><strong>COURT OF APPEAL<br /><br /></strong>The Claimants appealed again to the Court of Appeal.&nbsp; The Court of Appeal held the following after receiving the bank&rsquo;s defence:<br /><br />The Court held that it was clear that the Claimant had changed its cause of action before the Court of Appeal which differed from the claim filed before the Court of First Instance (the Claimant now argued that there was no facility agreement and that they did not receive any money out of that facility). The Court of Appeal held that the Claimant may change his cause of action at the appeal level. However, the reasons for appeal were still baseless.<br /><br />The Court held that the Claimant did not deny or contest his signature on the facility agreement and accordingly he was bound by the document (Article 11(1) of the Civil Transactions Law).<br />It was clear that the Claimants acknowledged the existence of the contract when it was argued that the nature of the relationship in the investment was a partnership.&nbsp; This was a clear admission that the contract existed.<br /><br />The court also argued that the relationship could not be considered a partnership as the provisions of the facility agreement clearly show that the Claimant contributed USD 1.6 million to the purchase of the Lehman Brothers&rsquo; (CRAN 6) investment note. The Court interpreted this to mean that the Bank was not a partner in the investment as it is well known that Banks do not advance 100% of a loan but typically require that the borrower contribute some money in order to limit or minimize the risk of the loan.&nbsp; There is nothing in the facility agreement which provides that the parties have agreed to share the profits and accordingly the requirements of participation were not met. The Court referred to the definition of a loan under Article 409 of the Commercial Transactions Law and accordingly confirmed that the Facility Agreement was very clear on its terms.<br /><br />In light of the above, the Court of Appeal upheld the lower judgment and rejected the Claimant&rsquo;s appeal.</p>'),
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(82742, 4512, 'content', '<strong>Background</strong>\r\n\r\nThe Claimant entered into a murabaha agreement with a limited liability company (LLC). A dispute arose from the said agreement and the Claimant commenced court proceedings against the LLC and its manager alleging that the LLC conducted illegal activities. The Claimant sought an order from the Court requesting that the LLC and the manager jointly and severally repay the Claimant’s monies.\r\n\r\nThe Court of First Instance and, on appeal, the Court of Appeal held in favour of the Claimant and ordered the LLC and the manager jointly to repay the Claimant’s monies.  The manager and the LLC filed a further appeal with the Court of Cassation arguing that a manager cannot be liable for the contractual obligations of a company.\r\n\r\n<strong>The Court of Cassation decision: </strong>\r\n\r\nThe Court of Cassation disallowed the appeal and decided the following:\r\n<ul>\r\n 	<li>The provisions of the Articles 226 and 240 of Commercial Companies Law (Numbered 5 of 2002) stipulate that a manager of a limited liability company shall have full authority and power to manage and bind the company insofar as the company’s constitution does not limit his power.</li>\r\n 	<li>A manager shall not be personally liable for any obligations resulting from the management of the company, with the exception of what is required for the protection of third parties dealing with a limited liability company.  The law provides that the name of the company should be accompanied by the words “company with limited liability” in all the company’s letters, correspondence and contracts. If the managers fail to abide by this requirement, they will be held personally and jointly liable for the liabilities of the company.</li>\r\n 	<li>Both judgments of the Court of First Instance and the Court of Appeal found that the LLC had entered into a murabaha agreement and the manager had not added the phrase “with limited liability” to the company name, the Court of Cassation concluded that the appellants were jointly and personally liable for the obligations of the company based on the aforesaid provisions of the Commercial Companies Law.</li>\r\n</ul>\r\n<strong>Comment on the judgment</strong>\r\n\r\nNotwithstanding that it may be a simple task to ascertain whether or not an entity is a company with limited liability, the failure of managers of such company to make it clear to all persons that the company they are dealing with is a limited liability can shift liability to such managers personally.'),
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(82746, 4512, 'content_description', 'Summary of principle: The managers of a limited liability company shall be personally and jointly liable for the company’s liabilities if they omit to state in a contract and communication of the company that the company is limited by liability.'),
(82747, 4512, '_content_description', 'field_59b641c07f473'),
(82748, 4512, 'pageSummary', 'Summary of principle: The managers of a limited liability company shall be personally and jointly liable for the company’s liabilities if they omit to state in a contract and communication of the company that the company is limited by liability.'),
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(82775, 4515, 'content', '<p>With approximately 56 Internet users per 100 inhabitants in the UAE recorded in December 2011,&nbsp; one might say that the UAE is a highly connected country.&nbsp; Surprisingly, however, some people in the media industry mistakenly think that the traditional media regulations do not apply to the online environment. Digital media content, like traditional media content, is the subject of extensive regulation in the UAE, and is actively enforced by the authorities.&nbsp; Contrary to popular belief, such regulations also apply to businesses in free zones.&nbsp; Given the pervasiveness and novel distribution methods of digital content and the growth of social media and networking sites, all media companies are well advised to familiarize themselves with the law and its practical application.<br /><br /><strong>The Telecommunications Regulatory Authority<br /><br /></strong>The Telecommunications Regulatory Authority (TRA) implements an &ldquo;Internet Access Management&rdquo; (IAM) policy.&nbsp; The TRA monitors online content available to users in the UAE and will draw to the attention of website operators based in the UAE any potential breaches of the IAM policy.&nbsp; The content prohibited by the IAM policy encompasses that prohibited by the legislative regime discussed below, as well as internet content for hacking and malicious codes, internet content providing unlicensed VoIP services and internet content relating to terrorism.&nbsp; The TRA, in its IAM enforcement role, also monitors advertising online, including for example the advertising of medical products and services.&nbsp; Etisalat and Du, licensed telecommunication service providers in the UAE, provide users with access to the Internet.&nbsp; According to their licenses, these providers are required to block content online if requested to do so by the TRA.<br /><br />The TRA is active in this enforcement role.&nbsp; A widely reported example was in 2009, when the TRA banned access to a cartoon clip on YouTube which was said to hurt religious and nationalist sentiments.&nbsp; A statement issued by the TRA at the time read: &ldquo;The internet access management policy, published by the TRA, clearly identifies prohibited content categories, which both UAE internet service providers have published on their websites.&nbsp; Therefore, no content on the Internet is blocked unless it breaches IAM policy.&nbsp; As for YouTube, the TRA has instructed to block &lsquo;part of its content&rsquo; that breaches the prohibited content categories of the IAM policy.&nbsp; However, there are clear and specific procedures to that, and both ISPs are compliant to these procedures.&rdquo;&nbsp; A TRA official was quoted by Gulf News in its edition of 11 March 2009 as further saying: &ldquo;It happens that some things can escape the proxy, especially clips with tags like a cartoon which in normal cases do not need to be blocked.&nbsp; But when the authority receives comments or feedback on a particular case, necessary action is taken promptly.&nbsp; In such cases, we ask the ISP&rsquo;s to manually block the content.&rdquo;<br /><br /><strong>UAE Federal Publications and Publishing Law 1980<br /><br /></strong>Federal Law No 15 for 1980 concerning Publications and Publishing (Publications Law) governs content, irrespective of whether the content is published digitally or via traditional mediums such as newspapers or magazines.&nbsp; The Publications Law regulates printing and publishing activities in the UAE and is broad enough to cover all forms of published content expression including television broadcasting.&nbsp; The Publications Law sets out matters that may not be published, including matters related to religion and politics, national security, individual rights and public morals.&nbsp; Other articles in the Publications Law set out the penalties imposed on the publishing company, as well as the editor or editor-in-chief in some instances, if found to have violated the provisions of the Publications Law.&nbsp;<br /><br /><strong>Cyber-Crime Law 2006<br /><br /></strong>While publishing companies and editors may be subject to penalties under the Publications Law, persons generally (including editors and journalists, as well as bloggers) may be subject to the penalties set out in Federal Law No 2 of 2006 on the Prevention of Information Technology Crimes (Cyber-Crime Law).&nbsp; This law was enacted by the UAE Federal Government to tackle cyber crimes and those persons who perpetrate them, and generally has a broader application than the Publications Law in the sense that it aims to deter abuses of technology generally.&nbsp; However, it does regulate digital content.&nbsp;<br /><br /><strong>A new federal &ldquo;Media Law&rdquo;?<br /><br /></strong>A draft of a new federal &ldquo;Media Law&rdquo; was made available for public comment in 2009 by the National Media Council.&nbsp; Public reports indicated that some examples of the changes in this new law included abolishing the criminal penalties (such as imprisonment) from being imposed on journalists; decreasing the number of violations for which media organizations may be liable; instructing government institutions to facilitate information flow to the media and to respond to their requests for information; and, providing journalists freedom from coercion to reveal sources.&nbsp; However, as far as we understand, that draft law has not yet been finalized nor enacted.<br /><br /><strong>Does the legislative framework apply to media companies established in a Free Zone?<br /><br /></strong>The short answer is yes.&nbsp; The National Media Council has stated that all media, audio-visual and print institutions in the UAE, including those in the free zones as well as onshore, shall comply with the standards for media content contained in the Publications Law, and other laws and regulations in force.&nbsp; While this statement serves to affirm the applicability of the Publications Law to media entities set up in free zones, it also sets out several criteria that media entities must comply with, including not to offend God and/or Islamic beliefs, respect for other monotheistic religions and respect for the cultural heritage of the UAE, its symbols and its political institutions.<br /><br />Two predominant UAE media freezones &ndash; twofour54 in Abu Dhabi and TECOM in Dubai &ndash; each have their own codes of conduct and regulations applicable to entities set up in each freezone, which will apply in addition to the Federal laws set out above.</p>\r\n<ul>\r\n<li>twofour54 &ndash; Media Zone Authority &ldquo;Content Code&rdquo;.&nbsp; This Code sets out the editorial standards which must be maintained by licensees of the MZA (Licensees) who intend to publish, broadcast and/or communicate content to the public.&nbsp; The key principles of the Code are: (i) Freedom of expression; (ii) A duty to take account of cultural and social expectations; and (iii) Responsibility of compliance with the Code rests with the Licensees.&nbsp;</li>\r\n<li>TECOM &ndash; &ldquo;Codes of Guidance&rdquo;.&nbsp; The Codes of Guidance were created for the benefit of businesses operating in TECOM, particularly broadcasters and publishers in Dubai Media City.&nbsp; The Codes of Guidance were modeled on the codes set by the following entities: British Standards Commission, the British Broadcasting Corporation, the UK Independent Television Commission, the UK Press Complaints Commission and the UK Radio Authority.&nbsp; Having said this, the opening statement of the Codes of Guidance also require broadcasters and publishers to be mindful of and to take into account &ldquo;the prevailing social and religious mores of the UAE and the Middle East and the Islamic religion generally&rdquo;. </li>\r\n</ul>'),
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(82793, 4515, '_yoast_wpseo_metadesc', 'This article is one of a two-part series: this part one addresses the regulation of digital content in the UAE and sets the regulatory scene; part two will specifically focus on the regulation of social media and networking sites in the UAE.'),
(82794, 4516, 'content', '<p>In this decree, it was announced that the use of class headings as the list of goods in trademark applications will no longer be an acceptable practice.&nbsp; As per the Decree, all new trademark applications should include the specific list of goods and/or services, and from the date of the decree onwards, applications with description of goods as general class heading is not acceptable.&nbsp;<br /><br />Based on the Decree, the Registrar of Trademark, during the examination phase, will refuse an application with the list of goods as class heading because each of the goods and/or services in the list should be specified clearly to remove any ambiguity regarding the identity of the goods/services.<br /><br />This new practice will be enforced immediately, and it will also affect all pending trademark applications that are due for examination.<br /><br />It is thus required to amend all trademark applications that are pending examination with the list of goods as class heading to comply with the directions in the above Decree.&nbsp; However, the trademarks that are accepted and published will not be affected by the Decree.<br /><br />For more information please contact <a href=\"mailto:m.ali@tamimi.com\">m.ali@tamimi.com</a></p>'),
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(82798, 4516, 'content_description', 'The Jordan Trademark Registrar has issued Decree No. 11302, dated April 11, 2012, in compliance with the standards and practices of the World Intellectual Property Organization, in which Jordan has been a member. '),
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(82813, 4517, 'content', '<p>Article 64 of the Federal Law no. 4 of 1983 concerning the Profession of Pharmacy and Pharmaceutical institutions (&ldquo;Pharmacy Law&rdquo;), states the following:&nbsp;<br /><br />&ldquo;The Minister may at the recommendation of the committee stated in article 63 decide the following: 3. Fixation of the price of any medicine or pharmaceutical preparation and consider pricing.&rdquo;&nbsp;<br /><br />Accordingly, the main legislation governing the fixing of prices for drugs in the UAE is the Pharmacy Law. The sole authority to fix and consider the price of medicines and other pharmaceutical preparation is vested in the Minister of Health (&ldquo;The Minister&rdquo;). These fixed prices include the price sold by from the wholesaler to distributors to pharmacies. According to his authorities, the Minister has the power to fix the price of any medicine, and this should include the price through its different stages (Company to distributor, distributor to pharmacy and from pharmacy to customers).<br /><br />Article 2, 3 and 4 of the Ministry resolution No. 834 for the year 2008 concerning the pricing of drugs, clarified how to calculate drug prices and accordingly divided this into two categories as follows:<br /><br />First: the prices of selling imported drugs to the public shall be calculated as follows:<br /><br />1.&nbsp;Drugs of chronic diseases and antiviral <br />Selling price to the public = CIF cost x Currency Exchange Rate + (profit margin to the agent (%15 of Cost, insurance and Freight in Dirham) + profit margin of the pharmacy (%18 of CIF in Dirham)<br /><br />2.&nbsp;Concerning drugs not stated in item \"First\" (Non-chronic diseases and non-antiviral) <br />Selling price to the public = (CIF cost x Currency Exchange Rate) minus %10 + (profit margin to the agent (%20 of Cost, insurance and Freight in Dirham) + profit margin of the pharmacy (%24 of CIF cost in Dirham)<br /><br />Second: the prices of selling local drugs to the public shall be set as follows: <br />Selling price to the public = ex-factory price + (profit margin of the agent (%20 of the ex-factory price) + profit margin of the pharmacy (%24 of the ex-factory price).<br /><br />The profit margins of distributors and pharmacies are fixed as per to the Ministry Resolution No. 171 for 2011. According to this resolution, the discount on drugs must comply with the fixed profits stated above according to the resolution no. 834 of the 2008, as the following:</p>\r\n<ul>\r\n<li>Wholesalers/distributors must comply with the fixed profit margins and they are not allowed to offer bonuses /discounts to pharmacies that are lower than the fixed margins.</li>\r\n<li>The pharmacies must also comply with the fixed profit margins which must be applied when selling to patients. This means that pharmacies cannot offer discounts to the patients above the permitted margins. The MOH confirmed that any discount at any level is not permitted under the UAE laws unless complying with prices and profit margins set by laws &amp; regulations of the UAE.&nbsp;&nbsp;</li>\r\n</ul>\r\n<p>Drugs companies cannot offer their distributors a discount which exceeds the fixed margin in the UAE laws. Also these companies can not waive any percent of the specific discount of laws in favour of the distributor; as this would be considered as a direct violation of pricing Law &amp; regulations as per to laws and the above two resolutions.<br /><br />Commissions, Incentives or any other financial benefits given to distributors are subject to the aforementioned regulations. As a general rule, any discount other than the permitted discount by law, at any level, is not permitted under the UAE laws and regulations.</p>'),
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(82832, 4518, 'content', '<p>The Supreme Court found against a registered trademark in the UAE incorporating the word &ldquo;MAKKAH&rdquo; and found that the name MAKKAH represents a religious symbol which is incapable of registration and use.<br /><br />This Court decision, which is binding on the lower Courts in the UAE, addressed for the first time in detail, a specific example for trademarks that represent or incorporate a religious symbol. For some brand owners, this judgment came as a shock after many years of using and commercializing trademarks incorporating the word mark &ldquo;MAKKAH&rdquo;. It was also a shock that such ruling was not issued by the Saudi Arabia courts nor by the Al Azhar Islamic Shari&rsquo;a scholars in Egypt.<br /><br />&ldquo;MAKKAH&rdquo; or &ldquo;MECCA&rdquo; is a city in the Kingdom of Saudi Arabia. Makkah refers to the name of the city where the holy sites including Al Haram Mosque and the Ka&rsquo;ba are seated. The Al Haram mosque is the most sacred mosque for Muslims and surrounds the Ka&rsquo;ba, a structure built by the Prophets Ibraheem and his son Ismaeel, representing a direction all Muslims around the world face towards during prayers and where pilgrims perform one of their pillars of Haj.<br /><br />Prior to this judgment, the Trademarks Office and Courts have treated the word Makkah, when commercialized in a trademark, as a geographical indication that is not automatically protected without, either a justified link to the geographical indication and/or a disclaimer to the ownership of the name MAKKAH. No longer though are disclaimers acceptable in the UAE for the word MAKKAH.<br /><br />The Ministry of Economy, representing the Trademarks Section and the Trademarks Committee contested the Court of Appeals judgment, finding in favor of the owner of a beverage brand named MAKKAH COLA, a soft drink sold in number of markets throughout the Arab states. The brand owner argued that &ldquo;MAKKAH&rdquo; as a geographical place in the Kingdom of Saudi Arabia does not represent a religious symbol as the religious symbols are manifested by the Ka&rsquo;ba and the Al Haram Mosque rather than the entire city. This argument was supported by Fatwa, being a religious finding, that the place &ldquo;MAKKAH&rdquo; is not a holy site. However the Union Supreme Court reversed the appealed judgment which previously found &ldquo;MAKKAH Cola&rdquo; as capable of protection and had concluded that &ldquo;MAKKAH&rdquo; does not represent a religious symbol. The Supreme Court reasoned its reversal on the basis that the city of &ldquo;MAKKAH&rdquo; comprises of many religious sites apart from the Ka&rsquo;ba where it hosts &ldquo;Jebel Arafat&rdquo; as well as Mina and Al Muzdalifa which are religious sites and combine together to add to the religious nature of &ldquo;MAKKAH&rdquo;. Accordingly, the Court found that &ldquo;MAKKAH&rdquo; is therefore considered a holy city and a religious symbol, prohibited from being registered as a trademark, pursuant to Article 3 of the UAE Trademarks Law No 37 for the year 1992.<br /><br />This judgment is final and cannot be further appealed nor reversed except by a subsequent Union Supreme Court judgment. As such, the Trademarks Section in the Ministry of Economy will accordingly reject trademark applications incorporating the word &ldquo;MAKKAH&rdquo;. This judgment is very unique in that it is not aligned with findings of Courts in neighboring countries and therefore brand owners with &ldquo;MAKKAH&rdquo; brands sold in the Arab region will have to reconsider their branding for the UAE.</p>'),
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(82851, 4519, 'content', '<p>On 22 January 2012, the Board of the Capital Market Authority (&rdquo;CMA&rdquo;) of the KSA passed a resolution to amend the CMA Listing Rules of 4 October 2004 (&ldquo;New Listing Rules&rdquo;).&nbsp;<br /><br />The New Listing Rules provide legal framework for the listing process on the Saudi Stock Exchange/Tadawul (&ldquo;SSE&rdquo;), sets out conditions for registration and admission to listing, capital increase and reduction requirements for listed companies as well as continuing obligations of listed companies.<br /><br />The only issuer to date to have listed its shares on the SSE under the New Listing Rules is Najran Cement Company that offered 85 million shares representing 50% of its share capital, at SAR 10 per share, for subscription (offer period closed on 22 April 2012).&nbsp; The offer was oversubscribed by 306.11%.&nbsp; The subscription proceeds that the offer attracted amounted to SAR 2.6 billion.&nbsp;<br /><br />Saudi Airlines Catering Company also proposes to list 30% of its share capital.&nbsp; The offer will close on 24 June 2012, upon finalization of the book-building process.<br /><br />This article summarises the key requirements that companies considering applying for registration and admission to listing on the SSE (&ldquo;Listing&rdquo;) must meet under the New Listing Rules.<br /><br /><strong>LISTING CONDITIONS&sup1;&nbsp;<br /><br /></strong>1.&nbsp;KSA Issuer &ndash; Primary Listing<br /><br />a.&nbsp;Relating to the Issuer<br /><br />Under the New Listing Rules, the issuers are subject to the following conditions:</p>\r\n<ul>\r\n<li>Listing Vehicle: The issuer must be a KSA joint stock company.</li>\r\n<li>Operations: On an application for Listing, the issuer must have been carrying on, either by itself or through one or more of its subsidiaries, a main activity for at least three financial years under substantially the same management.</li>\r\n<li>Financial Track Record: On an application for Listing, an issuer must have published its audited financial statements covering at least the previous three financial years, prepared in accordance with the accounting standards issued by Saudi Organization for Certified Public Accountants.&nbsp; The period covered by the most recent audited financial statements must have ended no more than six (6) months prior to the date of approval of the prospectus.</li>\r\n<li>Restructuring Halt: On an application for Listing, where the issuer has undergone restructuring or has been subject to an alteration in capital using external financing (including through any shareholder current account), the issuer shall not be eligible to apply for registration and admission to listing until one financial year has elapsed since the date of completion of the restructuring/ alteration in capital.</li>\r\n<li>Management: The senior executives of the issuer must have an appropriate expertise and experience for the management of the issuer&rsquo;s business.</li>\r\n<li>Working Capital Adequacy: An issuer must have, on its own or with its subsidiaries, a sufficient working capital for the 12 months immediately following the date of the publication of the prospectus.</li>\r\n<li>Interim Financials: The issuer must provide the CMA with reviewed interim financial statements if such statements were issued during the application period.<br />It is worth noting, an application for Listing may be accepted if it does not meet these requirements if the CMA is satisfied that the Listing will be in the interest of investors and that the investors have received the necessary information to arrive at an informed judgment/decision concerning the issuer and the securities that are the subject of the application.</li>\r\n</ul>\r\n<p>b.&nbsp;Relating to Shares&nbsp; <br /><br />The shares, to qualify for Listing, must: <br /><br />&nbsp;comply with KSA law and be duly authorised according to the requirements of the issuer&rsquo;s articles of association or other constitutional documents;<br />&nbsp;be freely transferable and tradable&sup2;;&nbsp; and <br />&nbsp;be registered and settled centrally through the Depository Centre of the SSE.</p>\r\n<ul>\r\n<li>Liquidity: There must be at least 200 public shareholders and at least 30% of the class of shares that are the subject of the listing application must be owned by the public, at all times&sup3;.&nbsp;</li>\r\n<li>All Shares in One Class: Where none of the shares of a particular class are listed, the application for Listing must relate to all shares of that class issued or proposed to be issued.</li>\r\n<li>Market Value: Except where shares of the same class are already listed, at the date of Listing the expected aggregate market value of all shares to be listed must be at least SAR 100 million<sup>4</sup>.&nbsp;</li>\r\n</ul>\r\n<p>&nbsp;<br />2.&nbsp;Non- KSA Issuer &ndash; Secondary Listing <br /><br />Last but not least, a foreign issuer whose securities are listed in another regulated exchange may also apply for Listing.&nbsp;The non-KSA issuer must be a non-KSA company that has its shares listed on an exchange in another jurisdiction.&nbsp; The CMA may admit the securities to listing provided that, in its opinion, the listing rules applicable in the foreign issuer&rsquo;s jurisdiction of listing are at least equivalent to the New Listing Rules.&nbsp; <br />The CMA decision to approve or reject Listing application by a non-KSA issuer is absolutely discretionary.&nbsp;<br /><br /><strong>THINGS TO KEEP IN MIND</strong></p>\r\n<p>In addition to the requirements set out above, the following aspects of listing companies on the SSE are worth keeping in mind:<br /><br />1.&nbsp;Ownership Restriction<br /><br />In general, shares in KSA issuers listed on the SSE can be offered to GCC nationals and KSA residents who are not KSA nationals (both natural and legal persons).&nbsp;Non-KSA residents can invest in the SSE under swap arrangements whereby a KSA authorized person<sup>5</sup>&nbsp; appears as a registered owner of the shares and the non-KSA resident derives economic benefit from the said investment.&nbsp; No voting rights are able to be exercised in respect of shares subject to a swap arrangement.<br /><br />The CMA has a right, however, to restrict an offer to KSA nationals, only.&nbsp;<br /><br />Apart from the general ownership restriction, KSA law restricts investment by non-KSA nationals (natural and legal persons) in companies conducting certain business activities<sup>6</sup>, e.g. oil exploration, drilling and production, manufacturing of military equipment, devices, uniforms and civilian explosives, real estate investment in Mekkah and Madina, real estate brokerage, recruitment and employment services, certain printing and publishing and media services.<br /><br />If a company involved in any of these activities lists its shares on the SSE, the shares will be offered for subscription to KSA nationals only.&nbsp;<br /><br />2.&nbsp;Sell Down<br /><br />The KSA law allows that Listing on the SSE happens by way of a capital increase or a combination of a capital increase and a sell down of shares by the founding shareholders (conditions apply).<br /><br />3.&nbsp;Book-Building<br /><br />The price at which the SSE shares are offered is a result of a book-building process.&nbsp; <br />The book-building, being an internationally preferable method of generating, capturing, and recording investor demand for shares in the context of public offerings, has been well established in the KSA. <br /><br />Although the price range is set by the CMA in conjunction with an advise from the financial advisors (whereas in Western markets there is no regulatory involvement in the valuation/ price discovery process), the KSA book-building model has proved to work well. <br /><br /><strong>CLOSING REMARKS</strong> <br /><br />The Listing requirements set out under the New Listing Rules appear clear and flexible.&nbsp; <br />Although still largely untested due to their recent enactment, the New Listing Rules seems to be moving closer to world&rsquo;s best practice. <br />We are yet to see which direction the New Listing Rules will develop in, under direction of the CMA and the SSE. <br /><br />As demand for Najran Cement Company shares indicates, there remains an appetite for shares in KSA companies, notwithstanding the volatility seen in global equity markets in 2012.&nbsp; It is commonly believed that KSA nationals are cautious to enter into world equity markets due to the global financial crisis and losses previously suffered.&nbsp; As a result of this and their own booming economy, KSA nationals are more attracted to investing in their own share market.<br /><br />In any event, enactment of the New Listing Rules can be seen as the CMA&rsquo;s intention to respond to the expectations of investors in challenging times for markets.&nbsp; This will certainly let the SSE- listed companies as well as investors in their stock collect the fruits, before we know.<br /><br />As Archie Randolph Ammons (1926 &ndash; 2001) once said:<br /><br />&ldquo;I must stress here the point that I appreciate clarity, order, meaning, structure, rationality: they are necessary to whatever provisional stability we have, and they can be the agents of gradual and successful change.&rdquo;</p>\r\n<p>&nbsp;</p>\r\n<p><strong>F</strong><strong>ootnote:</strong></p>\r\n<p>Part 3, Articles 11-17 of the New Listing Rules. <br />2 - Any restriction on transferability must be approved by the CMA and all investors must be provided with appropriate information to enable dealings in such securities to take place on an open and fair basis.<br />3 - The CMA may permit a lower percentage or a lower number of shareholders if it considers that it is appropriate in view of the number of shares under the same class and its distribution to the public.<br />4 - The CMA may admit shares of a lower value if it is satisfied that there will be a sufficiently liquid market for the shares concerned.<br />5 - Licensed by the CMA to conduct a securities business.<br />6 - Known as the &ldquo;Negative List&rdquo; issued by the Supreme Economic Council pursuant to Article 3 of the Foreign Investment Law 2000.</p>'),
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(82855, 4519, 'content_description', 'Despite subdued capital markets throughout the GCC, there has been some activity in the Kingdom of Saudi Arabia (“KSA”) in new equity listings.'),
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(82857, 4519, 'pageSummary', 'Despite subdued capital markets throughout the GCC, there has been some activity in the Kingdom of Saudi Arabia (“KSA”) in new equity listings.'),
(82858, 4519, '_pageSummary', 'field_59e59b307dec8'),
(82859, 4519, 'currentURL', 'http://www.tamimi.com/en/magazine/law-update/section-6/june-4/the-saudi-stock-exchange-how-do-you-list-your-business.html'),
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(82865, 4519, '_yoast_wpseo_metadesc', 'Despite subdued capital markets throughout the GCC, there has been some activity in the Kingdom of Saudi Arabia (“KSA”) in new equity listings.'),
(82866, 4520, 'content', '<p>Whilst owners of property may see short-term letting as an attractive option, particularly in terms of increasing an owner&rsquo;s return through higher rental yields, they should be aware that this activity is classified as an economic activity, pursuant to Dubai Department of Economic Development licensed activity classifications.&nbsp; Further, such companies must be incorporated through the Department of Tourism and Commerce Marketing.</p>\r\n<p>Should you require any assistance or further information on the legal ramifications of the above, or would like information on obtaining the necessary licences, please do not hesitate to contact us.</p>\r\n<p><br />Lisa Dale, Partner <br />Head of Property<br /><a href=\"mailto:l.dale@tamimi.com\">l.dale@tamimi.com</a></p>\r\n<p>&nbsp;</p>\r\n<p>Tara Marlow<br />Head of property, Abu Dhabi<br />Head of Hospitality <br /><a href=\"mailto:t.marlow@tamimi.com\">t.marlow@tamimi.com</a></p>'),
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(82870, 4520, 'content_description', 'It was recently reported in the Dubai press that individual property owners in Discovery Gardens have been warned not to lease their apartments on a short-term basis, and that violators could face legal action.'),
(82871, 4520, '_content_description', 'field_59b641c07f473'),
(82872, 4520, 'pageSummary', 'It was recently reported in the Dubai press that individual property owners in Discovery Gardens have been warned not to lease their apartments on a short-term basis, and that violators could face legal action.'),
(82873, 4520, '_pageSummary', 'field_59e59b307dec8'),
(82874, 4520, 'currentURL', 'http://www.tamimi.com/en/magazine/law-update/section-6/june-4/short-term-letting-of-property.html'),
(82875, 4520, '_currentURL', 'field_59d35123ab1e7'),
(82876, 4520, '_yoast_wpseo_metadesc', 'It was recently reported in the Dubai press that individual property owners in Discovery Gardens have been warned not to lease their apartments on a short-term basis, and that violators could face legal action.'),
(82877, 4521, 'content', '<p>The advantages of alternative dispute resolution are that it is less costly and it is more business oriented in terms of its quick procedures. However, the disadvantage of alternative dispute resolution is that generally it results in a settlement agreement or solution rather than the right result which would be awarded by the courts in litigation, especially when using mediation as a dispute resolution mechanism. <br /><br />Mediation is a method of resolving deadlocks and disputes which may arise during the normal course of business in a joint venture company. It is typically the first step in dispute resolution and is normally followed by arbitration as a final step in the event mediation was not productive. Basically, mediation is used to settle the divergence between disputing partners which may lead to litigation if an arbitration clause was not provided for in the joint venture agreement. <br /><br />In mediation, each partner is responsible for the resolution of the deadlock. Normally, after the partners select the mediator, he starts with conducting separate meetings with the partners to understand the facts of their disagreement and get the relevant data and documentation in order to understand the disputed issues. Then a meeting is held with the partners to present the facts, issues, potential solutions and possibilities after which he starts to negotiate the resolution with the partners until they mutually agree on a certain settlement. It should be noted that a good mediator should examine and focus on the partners\' interests and on their financial and business role in the joint venture and finally outline a settlement agreement that includes the agreed resolution among the partners. Thus, a mediator does not have any authority over the partners, which means if they could not agree on a certain settlement, he cannot impose any orders on them.<br /><br />Partners should be aware of the mediator\'s role when they include mediation as a deadlock resolution mechanism in their joint venture agreements, as they will be obligated to appoint a mediator in the event of a deadlock occurrence. Firstly, a mediator should be a well experienced person who has a good knowledge and not necessarily an expert of the related business of the joint venture and he should have legal and financial expertise. Secondly, regarding his role, a mediator should a) hold discussions with the partners (whether separately or jointly), b) require relevant documents or data that would help in framing and discovering the facts of the deadlock c) assist the partners with their relationship by reducing any hostility between them, d) study and analyze the facts, e) discuss with each partner the perspective of the other opposing partner, f) propose solutions to the partners, g) reach an agreed resolution with the partners and h) prepare the settlement agreement and arrange for its execution. <br /><br />The procedures of selecting the mediator should be included in the joint venture agreement and should specify fast procedures in order to serve the needs of the partners. The selection of the mediator should be done by all the partners and the fees of the mediator should be shared equally by the partners unless otherwise specified by the agreement.</p>'),
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(82881, 4521, 'content_description', 'Today, when lawyers prepare joint venture agreements, they usually include alternative dispute resolution mechanisms which are more effective from a business perspective than that of litigation; because litigation is usually not effective, particularly when it comes to a commercial dispute, namely due to its long procedures and the time involved in resolution.'),
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(82883, 4521, 'pageSummary', 'Today, when lawyers prepare joint venture agreements, they usually include alternative dispute resolution mechanisms which are more effective from a business perspective than that of litigation; because litigation is usually not effective, particularly when it comes to a commercial dispute, namely due to its long procedures and the time involved in resolution.'),
(82884, 4521, '_pageSummary', 'field_59e59b307dec8'),
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(82887, 4521, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Ramy El  Demrdash'),
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(82899, 4521, '_yoast_wpseo_metadesc', 'Today, when lawyers prepare joint venture agreements, they usually include alternative dispute resolution mechanisms which are more effective from a business perspective than that of litigation; because litigation is usually not effective, particularly when it comes to a commercial dispute, namely due to its long procedures and the time involved in resolution.'),
(82900, 4522, 'content', '<p>The Shariah Procedures Law promulgated by Royal Decree No. 21 on 20/5/1421H (corresponding 21/08/2000) (the &ldquo;SPL&rdquo;) contains provisions which are intended to facilitate the preservation and protection of assets which are subject to legal disputation.<br /><br />Central to these provisions is the power of the court to make an order appointing an asset custodian (&ldquo;Custodian&rdquo;) on an urgent basis.&nbsp; This is to ensure that the interests of litigants are preserved pending the dispute being resolved.<br />The power of the court to make such an order is not confined to disputes between individuals. Often such an order is made in disputes between companies too.&nbsp;<br /><br />Applications for an order appointing a custodian can be made to either the General Court or the Board of Grievances.<br /><br />The application may be made in respect of both moveable and immovable property.&nbsp;<br /><br /><strong>Appointment of the Custodian</strong><br /><br />In the first instance, the parties to the dispute may seek to agree on the appointment of the Custodian.&nbsp; If the parties are not able to reach an agreement, then the presiding judge has the authority under article 240 of the SPL to make that appointment.&nbsp; <br /><br /><strong>The Rights and Duties of the Custodian</strong><br /><br />The order for the appointment of the Custodian should specify the rights and duties of the Custodian.&nbsp; If the appointment order is silent as to those rights and duties, they will be determined by the SPL. <br /><br />In accordance with article 243 of the SPL, the Custodian is entitled to receive payment for acting in the role as asset custodian.&nbsp; The amount to be paid to the Custodian should be agreed to by the parties to the dispute or determined by the presiding judge.&nbsp;The Custodian has the option of waiving his/her entitlement to payment.<br /><br />Article 241 of the SPL states that the Custodian&rsquo;s duties include the maintenance and management of funds and other assets entrusted under his/her protection.&nbsp;The Custodian must exercise care ordinarily expected of a person carrying out the role.&nbsp;This suggests that the Custodian may be expected to have skills over and above that of an ordinary person.&nbsp; Also, his legal duties extend to more than simply retaining possession of the assets and appear to approach those of a trustee rather than simply a possessor of property.&nbsp; <br /><br />Article 244 of the SPL requires the Custodian to keep orderly books of accounts and, when required by the presiding judge, the books of account must carry the seal of the court.&nbsp; At intervals specified by the judge (annually is the minimum), the Custodian must provide an accounting report to the parties supported by documents relating to receipts and expenditures.&nbsp;A copy of the accounting report must also be filed with the court&rsquo;s administrative office.<br /><br /><strong>Termination of the Appointment</strong><br /><br />According to article 245 of the SPL, the Custodian&rsquo;s role will end by either the agreement of all the parties concerned, or by a judgment of the court, should the parties not be able to reach such an agreement.&nbsp; Upon expiration of appointment, the Custodian must then return the relevant assets in accordance with directions given by the parties or the presiding judge (as the circumstances require).<br /><br /><strong>Synopsis</strong></p>\r\n<ul>\r\n<li>A Custodian may be appointed either by agreement of the disputing parties or by the Court.</li>\r\n<li>The overriding objective is to preserve the rights of litigants pending their dispute being resolved (either by agreement or by order of the court).&nbsp;</li>\r\n<li>Moveable or immovable property may be held by the Custodian.</li>\r\n<li>The Custodian has legal rights and duties arising out of his appointment.</li>\r\n</ul>'),
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(82904, 4522, 'content_description', 'Introduction: Where parties are in dispute over the ownership of assets, the need to preserve those assets, pending the dispute being decided, will be an important consideration, particularly in cases where there is a risk that the assets may be removed or lost.\r\n'),
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(82906, 4522, 'pageSummary', 'Introduction: Where parties are in dispute over the ownership of assets, the need to preserve those assets, pending the dispute being decided, will be an important consideration, particularly in cases where there is a risk that the assets may be removed or lost.\r\n'),
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(82910, 4522, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorName', 'Bandar AL Hamidani'),
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(82912, 4522, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'b.alhamidani@tamimi.com'),
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(82918, 4522, '_yoast_wpseo_metadesc', 'Introduction: Where parties are in dispute over the ownership of assets, the need to preserve those assets, pending the dispute being decided, will be an important consideration, particularly in cases where there is a risk that the assets may be removed or lost.');
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(82919, 4523, 'content', '<p>Many have argued it is time that the laws penalising the issuance of dishonoured cheques were revised on the basis that economic hardship should be considered an exceptional circumstance necessitating a review of the penalty imposed on the issuer of a dishonoured cheque. Others, however, argue that the penalty for issuing a dishonoured cheque should be completely abolished and the dishonoured cheque offence should be excluded from the realm of criminal prosecution.&nbsp; This argument is on the basis that these transactions should be seen as commercial transactions that are subject to the rules of civil prosecution in view of the fact that the courts consider a cheque as commercial paper and look at the nature and elements of a cheque on this basis.<br /><br /><strong>The Criminal Courts<br /><br /></strong>From a criminal court&rsquo;s perspective, the word &lsquo;security&rsquo; on a cheque does not alter its nature as long as it satisfies the formal requirements set out in the law. Article 596 of Law No. 18 of 1993 (Commercial Transactions Law) sets out the mandatory particulars that must be stated on a cheque i.e. an unconditional order to pay a specific sum of money.&nbsp;A security cheque, on the other hand, normally makes payment subject to the fulfillment of a condition. There is a clear difference, then, in the meaning the criminal court attaches to cheques compared to the civil court. It is argued that the law should be amended to abolish the penalty for dishonoured cheques as some believe a criminal penalty for a dishonoured cheque is not the right solution to the problem as it does not enable the beneficiary to recover the value of the cheque. In view of these issues, this article explores the recommendations that aim to eliminate some perceived discrepancies in the law and contradictions among rulings.&nbsp;&nbsp;<br /><br />The courts in the UAE have established that a cheque is a commercial paper containing an order by the drawer to his bank to pay the beneficiary a specific sum of money on a specific date. A cheque functions much like cash and is a payment instrument. Issuing a cheque with insufficient funds is an offence when the drawer knowingly issues the cheque to the beneficiary (without having sufficient funds in the account) on the due date. The drawer&rsquo;s bad faith is established when he knows that there are insufficient funds to cover the cheque. The Supreme Court has held in previous rulings that the offence of issuing a bounced cheque occurs when a cheque is written with knowledge that there are insufficient funds to cover it and liability cannot be avoided by claiming that the cheque is a security instrument and that the beneficiary of the cheque was aware of the fact that there were insufficient funds.<br /><br />It is worth noting that the issuance of a cheque (without sufficient funds) in bad faith is a punishable offence in other jurisdictions as well as the UAE law. As a result, reasons for and against abolishing the law for a bounced cheque are considered in this article.<br /><br />Nevertheless, the criminal penalty for issuing a cheque that is returned unpaid is an ideal way of pressurising the issuer of the cheque to immediately settle with the beneficiary. Given the nature of the criminal penalties such as restricting the cheque issuer&rsquo;s freedom of movement either with confinement during investigations or withholding his passport as a guarantee in connection with the criminal proceedings involving the bounced cheque creates a big incentive for the issuer to settle with the beneficiary.<br /><br />It is important to note that the UAE legislator has revised Article 401 of the UAE Penal Code dealing with the issuance of Cheques in bad faith under Law No. 34 of 2005, by adding a clause that stipulates: <br /><br />&ldquo;The criminal case shall terminate if payment is made or assignment is established after commission of the offence and before a final ruling is made in respect thereof. If this occurs after the ruling became final, its enforcement will be seized.&rdquo;<br /><br />This article encourages the writer of cheque to settle the matter with the beneficiary in order to avail of this provision.<br /><br /><strong>Special Committees<br /><br /></strong>From a legislative perspective, the UAE recognises the state of the economy, the impact the law often has on the state of the economy and the position of investors, especially in times of economic downturn. The law strives to adapt to economic needs and benefit the economy. A good example is the set up of a special judicial committee to settle cheque disputes in property transactions by HH Sheikh Mohammed bin Rashid Al Maktoum, Ruler of Dubai by Decree No. 56 of 2009.&nbsp; His Highness realized the economic conditions affecting the property sector at the time and instructed that a special judicial committee be formed to settle cheque disputes for the sort of transactions enumerated in the Decree of which Article 5 states that <br /><br />&ldquo;(a) The Judicial Control Authorities, including Police Stations, shall refer all cheque complaints to the Committee.<br /><br />(b) The Public Prosecution and Courts are not allowed to investigate the bounced cheques included in this Decree, and should suspend the hearing of any complaint or criminal case related to these cheques and refer the same to the Committee&rdquo;<br /><br />As for the implementation and enforcement of the law, it is advisable that courts take account of several key points when determining cases related to bounced cheques, such as:<br /><br />1)&nbsp;Investigating the circumstances surrounding the bounced cheque to determine whether there was any bad faith on the part of the cheque issuer (criminal intent).<br /><br />2)&nbsp;Consider the circumstances in which a cheque was issued. For example, when entering Construction Agreements (Muqawala), it is common practice for a contractor to issue a security cheque for 10% of the contract price in favour of the employer (owner), this is commonly known as a &lsquo;performance bond,&rsquo; i.e. a guarantee for the contractor&rsquo;s proper and efficient performance of the contract. The cheque (or, alternatively, a bank guarantee) would become payable only upon realization of that condition. In practice, however, some owners tend to exploit this right in order to avoid paying the balance owed to the contractor by knowingly cashing a security cheque for payment when payment is not due to them. Due to insufficient funds, they then resort to criminal action in order to further pressurize the contractor into waiving or negotiating their dues. The criminal court should therefore examine the merits to determine the reason for writing the cheque rather than convict the drawer simply because the cheque bounced. The criminal court should preferably refer such cases to the competent civil court for further investigation. If bad faith is established on the part of the perpetrator, the case will be returned to the criminal court in order to decide the penalty. In short, the criminal judge should investigate the reason for writing the cheque particularly if the relationship arises from a contract or agreement. Where it is established that the issuer of the cheque had acted in bad faith or defrauded the victim, the court would sentence the perpetrator.<br /><br />It is essential to note an important legal principle that was articulated in a Federal Supreme Court case on 22.10.01 in Appeal No. 54-23, which states that &ldquo;Dishonoured cheques are classified as an offence against property under Chapter 2 (Fraud), the law considers such offence to be a form of fraud and any intention to exclude bad cheque offences should have been made explicit in the law. So, while the Law does make separate provision for bad cheques, the offence still falls under Chapter 2 (Fraud).&rdquo;&nbsp;&nbsp;&nbsp;<br /><br />3)&nbsp;In view of the fact that dishonoured cheques are considered a form of fraud, as mentioned in the preceding paragraph, it is noted that banks, in their relationships with borrowers, often require borrowers to sign blank cheques as security in the event of breach of the loan contract and failure to repay the loan according to the agreed repayment schedule. In fact, upon default by the client (borrower) on the loan, the creditor bank would present the cheque, (parts of which would be completed by the creditor bank) to the relevant authorities for the borrower to be prosecuted. He is then sentenced without investigation, taking into account the fact that the bank was aware, at the material time, that the drawer did not have sufficient funds to cover the cheque. Indeed, how can fraud be established in such case if a customer issues a cheque knowing there are insufficient funds in his account? The courts must therefore take this practice into account.&nbsp;&nbsp;&nbsp;<br /><br /><strong>Summary<br /><br /></strong>To summarise, it is not recommended that criminal legislation with respect to the penalty for dishonoured cheques is repealed. Introducing amendments to the current law is favoured. Further, it is also recommended that the UAE courts, especially the criminal courts, investigate disputes relating to dishonoured cheques first in order to establish an offence before issuing a ruling.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>'),
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(82924, 4523, '_content_description', 'field_59b641c07f473'),
(82925, 4523, 'pageSummary', 'Dishonoured cheques are a reoccurring problem and are on the rise since the onset of the financial crisis. As a result, there has been a sharp increase in criminal cases and complaints filed with the UAE courts and the courts’ caseload has substantially increased. Surveys have been carried out across various strata of society to evaluate the prevalence and spread of this problem.'),
(82926, 4523, '_pageSummary', 'field_59e59b307dec8'),
(82927, 4523, 'currentURL', 'http://www.tamimi.com/en/magazine/law-update/section-6/june-4/dishonoured-cheques-in-the-uae-a-criminal-law-perspective.html'),
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(82933, 4523, '_yoast_wpseo_metadesc', 'Dishonoured cheques are a reoccurring problem and are on the rise since the onset of the financial crisis. As a result, there has been a sharp increase in criminal cases and complaints filed with the UAE courts and the courts’ caseload has substantially increased. Surveys have been carried out across various strata of society to evaluate the prevalence and spread of this problem.'),
(82934, 4524, 'content', 'If a commercial agent is registered as such in the commercial agents’ registry of the Ministry of Business and Trade, then the agent, its principal and the relevant agency agreement would be subject to the provisions of the Agency Law which provides, in particular, for compensation of the local agent in case of termination of the agency agreement.\r\n\r\nThe importance of this recent Cassation Judgment is that it provides confirmation from the highest level of the justice system in the country that any commercial agency which has not been registered in the commercial agents register in accordance with the provisions of the Agency Law shall not be recognised and any legal action relating to a dispute between the parties of a commercial agency agreement (even if it was entered into prior to the entry into force of the Agency Law) shall not be heard by the court.\r\n\r\n<strong>Background:\r\n</strong>\r\nFollowing the termination of a Commercial Agency agreement between a foreign company (the Defendant) and its local Qatari agent (the Claimant) entered into prior to the entry into force of the Agency Law in 2002, the Claimant initiated court proceeding claiming unpaid dues and compensation from the Defendant.  The Claimant argued that the engineering services agency agreement that was entered into between him and the Defendant should be characterized as a commercial agency agreement and that said agreement was terminated in breach of the provisions of the Agency Law, hence the Claimant alleged that he was entitled to unpaid due commissions and compensation in accordance with article 9 of the Agency Law.\r\n\r\nThe Court of First Instance accepted the case and rendered a judgment giving the Claimant part right to a part of his claim. Following the First Instance judgment, both parties appealed against the findings of the Court of First Instance.  The Court of Appeal overruled the judgment of the Court of First Instance, and decided, in favour of the Defendant, by rejecting the claim considering that the commercial agency was not registered in the special register of the Ministry of Business and Trade and therefore, in accordance with Article 16 of the Agency Law, the commercial agency relationship shall not be recognised and any legal action relating to a dispute between the parties of a commercial agency agreement (even if it was entered into prior to the entry into force of the Agency Law) shall not be heard by the court . The Claimant then appealed to the Court of Cassation on the basis that the Court of Appeal misinterpreted the laws and that Article 16 of the Agency Law applies only vis a vis third parties and shall not apply to the relationship between the agent and the principle and it’s a public policy rule.\r\n\r\n<strong>The Court of Cassation decision:</strong>\r\n\r\nThe Court of Cassation rejected the appeal of the Claimant on the basis of the following:\r\n<ul>\r\n 	<li>The Commercial Agency business is a commercial activity that could only be practiced by those agents registered in the Ministry of Business and Trade’s Commercial Agents Registry according to Articles 10 and 11 of the Agency Law. Thus, each Commercial Agent wishing to practice this agency activity in Qatar should register himself (and provide a copy of the commercial agency agreement) with the Commercial Agents Registry of the Ministry of Business and Trade.</li>\r\n 	<li>The aforementioned principle is a condition to pursuing any legal action with the courts if the matter relates to commercial agencies organized by the Agency Law, and the principle is a public policy rule applicable from the date of entry into force of the Agency Law with regards to all agency agreements, even those which were entered into prior to the publication of the Agency Law in the official gazette. Therefore, the court should raise this defence even if it was not raised by any of the parties.</li>\r\n</ul>\r\nIn the light of the above, the Court of Cassation upheld the judgment of the Court of Appeal and rejected the Claimant’s demands.'),
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(82938, 4524, 'content_description', 'The Principle: The Qatari Commercial Agency Law (Law 8 of 2002) (the “Agency Law”) has been enacted to organise the engagement in a Commercial Agency business in Qatar. The main condition for the application of the provisions of the Agency Law to a business relationship between a Qatari agent and a foreign counterparty is the registration of the commercial agency agreement in the special commercial agents register of the Ministry of Business and Trade.'),
(82939, 4524, '_content_description', 'field_59b641c07f473'),
(82940, 4524, 'pageSummary', 'The Principle: The Qatari Commercial Agency Law (Law 8 of 2002) (the “Agency Law”) has been enacted to organise the engagement in a Commercial Agency business in Qatar. The main condition for the application of the provisions of the Agency Law to a business relationship between a Qatari agent and a foreign counterparty is the registration of the commercial agency agreement in the special commercial agents register of the Ministry of Business and Trade.'),
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(82948, 4524, '_yoast_wpseo_metadesc', 'The Principle: The Qatari Commercial Agency Law (Law 8 of 2002) (the “Agency Law”) has been enacted to organise the engagement in a Commercial Agency business in Qatar. The main condition for the application of the provisions of the Agency Law to a business relationship between a Qatari agent and a foreign counterparty is the registration of the commercial agency agreement in the special commercial agents register of the Ministry of Business and Trade.'),
(82949, 4525, 'content', '<p>When entering into a sale agreement that is binding for both parties, and the buyer pays a sum amount as a deposit, Article 148 of Civil Transaction Law stipulates that such deposit is considered part of the price in a final binding agreement unless the agreement or custom dictates that such deposit is considered as earnest money in an agreement where the parties agreed to practice the right to renege; in which case if such agreement is terminated by the buyer, he loses the right to recover such deposit, however, if the agreement was terminated by the seller, he becomes obliged to refund the buyer double the paid deposit.<br /><br /><strong>Facts of the case:<br /><br /></strong>-&nbsp;The Claimant (the buyer) filed a Civil action before Dubai Court of First Instance seeking a court judgment against the Respondent (the Seller) in the amount of AED 3,500,000.00 plus statutory interest until full payment.<br />On the grounds that: <br /><br />-&nbsp;The claimant entered into a sale agreement with the respondent to purchase a residential building for the amount of AED AED 23 million, where the claimant made a down payment of AED 1,500,000.00 of the contract sum.<br /><br />-&nbsp;The Respondent agreed to transfer the title deed of the property upon issuance of the building&rsquo;s completion certificate within 45 days of the date of the agreement, accordingly the second payment of AED 21,500,000 would be due and payable upon registration within 45 days. However, the respondent sold the property to another party and transferred the title deed thereto. He should therefore refund the amount he received and pay compensation of damages in respect of anticipated profit and loss suffered in the amount of AED 2 million.<br /><br />-&nbsp;The Respondent on the other hand filed a counter claim seeking a court judgment against the claimant in the amount of AED 5,155,000.00 as damages<br /><br />On the grounds that:<br /><br />-&nbsp;The parties agreed in their sale agreement that the Respondent undertook to issue the certificate of completion of the building within 45 days from date of signing the contract, in return the Claimant would pay the balance of AED 21,500,000.00 upon registration of the deed.<br /><br />-&nbsp;The Respondent obtained the completion certificate for the property subject of the contract and notified the Claimant of the same requesting that he paid the balance of the agreed price and state his position in terms of whether he wished to pay balance of the purchased price.<br /><br />-&nbsp;the Respondent further sent a fax to the Claimant advising that the 45 days deadline had expired and the contract is to be considered terminated. Therefore, filing the counter action claiming the said compensation on the basis that the Respondent suffered material and moral damages as a result of the Claimant&rsquo;s failure to comply with his obligations within the timeframe set forth in the contract.<br /><br /><strong>Court of First Instance:<br /><br /></strong>-&nbsp;The court of First Instance ordered in the main action that the Respondent refund the sum of AED 1, 500,000.00 with 5% interest from the date the action was filed until full payment and dismissed the counter claim.<br /><br /><strong>Court of Appeal:<br /><br /></strong>-&nbsp;The parties appealed and the Court of Appeal upheld the lower court&rsquo;s ruling.<br /><br />-&nbsp;The Respondent appealed to the court of Cassation arguing that the lower court contradicted the law, erred in its reasoning, went against the weight of evidence, prejudiced his right of defense and delivered a contradictory decision.<br /><br />-&nbsp;The Court of Cassation<br /><br /><strong>The Respondent argued:</strong></p>\r\n<p>1)&nbsp;That it is construed from documents and the correspondences between parties, that the deposit paid is tied to the parties right to retract from the agreement, furthermore, whereas their correspondences clearly stated that where the buyer fails to perform his obligations set forth in the contract, he shall not be entitled for a refund of the sum paid which the Claimant was aware of and didn&rsquo;t object but rather sent his acceptance to confirm the sale agreement. <br /><br />2)&nbsp;That the period agreed upon according to the sale agreement was 45 days from date of its signature which has expired prior to issuance of the appealed judgment. the Respondent further alleged that it is construed from statements of the agreement that it shall be deemed revoked upon expiration of it is period, Therefore, the trial court erred in its application of the law when it declared the contract revoked.<br /><br /><strong>The Cassation Court responded to the above arguments as follows:<br /><br /></strong>1)&nbsp;According to Article 148 of the Civil Transactions Law (1) payment of earnest money shall be regarded as evidence that the contract has become final and irrevocable unless the agreement or custom are to the contrary; (2) If the two parties agree that the earnest money shall be forfeited in the event of reneging, each of them shall have the right to renege, and if the person who has paid the money reneges he shall lose and if the person receiving it reneges, he shall pay double the amount.<br /><br />In light of the above, the Court interpreted the aforementioned article&nbsp; decided that Earnest money is a deposit paid to demonstrate commitment, to bind a contract and that neither parties shall have the right to renege unless the agreement or the custom dictates otherwise. <br />The court further stated that the reliable reference is parties intention contented from the agreement to determine whether the earnest money is to be considered a deposit in a final binding agreement or if it can be forfeited in the event of reneguing (retracting) by either party.<br /><br /><strong>Furthermore, the trial court has full discretion to:<br /><br /></strong>-&nbsp;Interpret the intention of the parties from the circumstances and merits of the case in order to conclude whether the sum paid is to be considered as earnest money in a conclusive agreement or earnest money subject to forfeiture in the event of reneging the contract.<br /><br />-&nbsp;Construe, and evaluate evidence and documents presented, interpretation of the contract provisions subject of dispute under no interference from the Cassation court as long as the former does not violate its discretionary power.<br /><br />The court concluded from provisions of the sale agreement entered into between the Claimant and the Respondent that the deposit paid by the Claimant was considered as earnest money in a final binding sale agreement. According to the following:<br /><br />1-A particular clause included in the agreement that stated &ldquo;upon issuance of the building completion certificate, the final payment of AED 21,500,000 shall be deemed due and payable.&rdquo;<br /><br />2-The parties didn&rsquo;t expressly state that the advance payment is to be considered as earnest money to be forfeited by the buyer should he retract from the sale agreement and to be refunded double the amount by the seller should he retract from concluding the agreement.<br /><br />In light of the above, the Court ordered the Respondent to refund the amount of AED 1, 5000,000 received from the Claimant on the basis that the paid amount was considered as earnest money in a conclusive sale agreement rather than earnest money in a sale agreement with the right of both parties to renege.<br /><br />2)&nbsp;That the Respondent&rsquo;s allegations that the sale contract subject of dispute was terminated by expiry of the term agreed upon (45 days) was baseless as this contract was not a periodical contract but rather a contract with immediate effect as to its rights and obligations.<br /><br />The court further contended that according to Article 267 of the Civil Transactions law and its explanatory memorandum, &ldquo;If the contract is valid and binding, it shall not be permissible for either of the contracting parties to resile from it, nor to vary or rescind it, save by mutual consent or an order of the court, or under a provision of the law&rdquo;. In addition, Article 247 of the said law stipulates that &ldquo;In contracts binding upon both parties, if the mutual obligations are due for performance, each of the parties may refuse to perform his obligation if the other contracting party does not perform that which he is obliged to do&rdquo; consequently if one of the parties to a contract fails to perform his obligations set forth in the contract, it is permissible for the other party to seize performing his obligation without notification or seeking a court order to terminate the contract, Accordingly, the buyer is entitled to distrain from paying the remainder of the sale price &ndash; even when such remainder is due (for performance) &ndash; until the risks resulting from non performance of the corresponding obligations due by the seller cease to exist and unless he has forfeited his right to do so after such right has been established or the contract incorporates a condition that prevents him from enjoying the said right&rdquo;.<br /><br />Furthermore, it is construed from Articles 247 and 271 of the said Civil Transaction Law that a contract shall not be deemed terminated automatically when either party distrains performing his obligations unless the contracting parties have expressly agreed otherwise. Additionally, if the contract is deemed terminated both contracting parties shall be returned to their pre-contractual position and the appealed judgment contended that &ldquo;even though the Claimant has failed to pay the remainder of the price agreed upon although repeatedly notified by the Responded, doesn&rsquo;t justify the respondent&rsquo;s exercising sole discretion in terminating the contract and selling the property to another as the latter was ought to obtain a court judgment to terminate the contract. Consequently, the court did not see the necessity to order for further investigations as long as it was construed that the Respondent did not hold the right to terminate the contract with his sole discretion.<br /><br />The court ruled that on the one hand the Claimant in his statement of claim emphasized that the Responded didn&rsquo;t have the right to exercise sole discretion in terminating the contract, but on the other hand, the former claimed refund of the sum paid in advance as part of the price, and further requested compensation thus this implies the Claimant&rsquo;s wish to terminate the contract specially when the Respondent did not file for specific performance, the court therefore ordered refund of the paid earnest money.&rdquo; Consequently the court concluded the same in relation to the Respondent&rsquo;s request for compensation, where the Claimant claimed refund of the earnest money, the court therefore interpreted his implied consent to terminate the contract and thus denied his request for compensation on the same grounds the lower court denied the Respondent&rsquo;s counter claim requesting damages as mentioned above.<br /><br /><strong>Conclusion</strong><br /><br />The Cassation Court upheld the lower court&rsquo;s decision based on the facts illustrated above and therefore dismissed the Appeal.</p>'),
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(82955, 4525, 'pageSummary', 'Earnest money is a deposit paid to demonstrate commitment and to bind a contract, with the remainder due at a particular time. If the contract is breached by failure to pay, then the earnest payment is kept by the recipient as pre-determined  or committed damages.'),
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(82965, 4525, 'lawUpdateArticleNoWriters_0_lawUpdateAuthorEmail', 'Rami Abdellatif - r.abdellatif@tamimi.com'),
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(82971, 4525, '_yoast_wpseo_metadesc', 'Earnest money is a deposit paid to demonstrate commitment and to bind a contract, with the remainder due at a particular time. If the contract is breached by failure to pay, then the earnest payment is kept by the recipient as pre-determined or committed damages.'),
(82972, 4526, 'content', '<p>This article shall apply if the right of the creditor and circumstances for payment are confirmed in writing, and where all that is requested is a specific debt of money. This rule is an Ordre Public rule and once violated the court shall be obligated Sua sponte (i.e. on its own initiative) to dismiss the case.</p>\r\n<p><strong>F</strong><strong>acts of the case<br /><br /></strong>A commercial action was filed in 2009 by a Bank before Dubai Court of First Instance (&ldquo;the Claimant&rdquo;) against a partner (in his capacity as the Manager) (hereinafter &ldquo;the Respondent&rdquo;) in a Limited Liability Company.<br /><br />The Claimant argued that a Murabaha Agreement (&ldquo;Murabaha agreement&rdquo;) was concluded with the limited liability company and accordingly the Respondent issued cheques amounting to AED 609,525 (&ldquo;Total Amount&rdquo;) for the benefit of the Claimant. However, the Claimant submitted further that these cheques bounced as a result of insufficient funds. The Claimant argued that the Respondent should be held liable for the payment of the cheque amounts particularly in view of the fact that he refused the bank&rsquo;s repeated request to settle the matter amicably.<br /><br />In light of the above, the Claimant initiated legal proceedings against the Respondent and requested the Court to direct him to pay the Total Amount.<br /><br /><strong>The Court of First Instance<br /><br /></strong>The Court of First Instance dismissed the case as the application was not filed according to the procedures stipulated under Article 143 of the Civil Procedure Law. Consequently, the Claimant appealed to the Court of Appeal.<br /><br /><strong>The Court of Appeal<br /><br /></strong>The Court of Appeal upheld the Court of First Instance decision. Consequently the Claimant appealed to the Court of Cassation.<br /><br /><strong>The Court of Cassation<br /><br /></strong>Before the Court of Cassation, the Claimant argued that the Court of Appeal erred in its decision to uphold the decision of the Court of First Instance who dismissed the case against the Respondent based on the following grounds:<br /><br />-&nbsp;the bank filed this lawsuit against the Respondent requesting him to pay the Total Amount resulting from the Murabaha agreement concluded with the Limited Liability Company;</p>\r\n<p>-&nbsp;this application is based on article 4 (a) of the Murabaha agreement which stipulates that: &ldquo;In case of the failure of the Buyer (Respondent) to pay any due installment, all remaining installments shall become due&rdquo;;</p>\r\n<p>-&nbsp;that the Total Amount claimed in this case is confirmed by the Murabaha agreement and the postdated cheques;</p>\r\n<p>-&nbsp;there are cheques that were due since October, November and December of the year 2008 in addition to other postdated cheques due in 2009 and 2010. Accordingly the Claimant submitted that the conditions stipulated by law to file a Direct Payment Order with the court were not met in this case.\"<br /><br />The Court of Cassation overturned the Court of Appeal&rsquo;s decision and held that the procedure stipulated under Article 143 of the Civil Procedure Law (&ldquo;CPL&rdquo;) must be complied with and an application for a Direct Payment Order was mandatory. Article 143 of the said law stipulates that:<br /><br />&ldquo;By way of exception from the general rules governing the bringing of actions at first instance (as stated under article 42), the rules set out in articles 144-149 of the same law shall apply:<br /><br />1-&nbsp;if the debt owing&nbsp;to the creditor is confirmed in writing and is immediately due for payment, and if the only thing he is claiming is a money debt of specified amount or a moveable of specified type or amount; and<br /><br />2-&nbsp;these rules shall apply if the person having the right is a creditor under a commercial paper and his recourse is limited to the drawer or maker or acceptor or the precautionary guarantor. However, if he wishes to have recourse against any person other than the above, he must follow the usual rules for the bringing of actions set out in Article 42 of the same law.&rdquo;<br /><br />According to the Court of Cassation the legislator mandated that where the conditions set out in Article 143 are met, it is compulsory for the creditor to lodge his application for a Direct Payment Order.<br /><br />Furthermore, according to previous court rulings this rule is an Ordre Public rule and in the event it is breached, the court must on its own initiative dismiss the case. Article 143 shall be applicable in the event the Claimant is claiming the Total Amount from the issuer himself since he is the signatory of the cheque.<br /><br />In its interpretation to Article 143 of the CPL and its applicability to the facts of the case, the court decided that the Murabaha Agreement was concluded with an LLC company (and not the partner/Respondent) and the Respondent is its legal representative who issued the aforementioned cheques in the name of the LLC company and signed them on behalf of the LLC company for the benefit of the bank. The Claimant filed its action against the Respondent before the competent court pursuant to the general rules set out in Article 42 of the CPL as the issuer of the cheques on behalf of the LLC. As the Claimant&rsquo;s recourse was not against the drawer, the writer, the recipient or the precautionary guarantor, then Article 143 would not apply.<br /><br />Accordingly the Court of Cassation overturned the lower&rsquo;s court decision and decided that the Claimant should file the case pursuant to the procedures stipulated under Article 42 of the CPL and not those stipulated under Article 143 of the CPL.</p>'),
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(82976, 4526, 'content_description', 'Introduction: Article 143 of Federal Law no. 11 of 1992 (the Civil Procedure Law) as amended by Federal Law No. 30 of 2005, sets out the conditions for bringing a Direct Payment Order before the courts and further stipulates that bringing such action is compulsory when the conditions set out in the aforementioned Article apply.\r\n'),
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(82978, 4526, 'pageSummary', 'Introduction: Article 143 of Federal Law no. 11 of 1992 (the Civil Procedure Law) as amended by Federal Law No. 30 of 2005, sets out the conditions for bringing a Direct Payment Order before the courts and further stipulates that bringing such action is compulsory when the conditions set out in the aforementioned Article apply.\r\n'),
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(82989, 4527, 'content', '<p>The law consists of 58 articles and the overall structure and layout is based on the&nbsp;&nbsp;UNCITRAL Model law. The law does not distinguish between local and international arbitration. and provides the rules and platform to govern arbitration in Saudi Arabia, including the enforcement of foreign arbitral awards.<br /><br />The law however makes reference to the fact that when it comes to any agreement on arbitration, the application of foreign law and any other process in relation to this law (including the enforcement of a foreign arbitration law) must be in conformity with the Sharia law. References to the Sharia law principles are made in a number of sections of the law, but the law overall demonstrates a strong and clear commitment by Saudi Arabia to the process of arbitration, and in particular a recognition of the international arbitration process in its modern form, as based on the&nbsp; UNCITRAL Model law.<br /><br />The law provides, among other things, the following:<br /><br />1-&nbsp;It emphasizes the importance of properly serving the other party in the arbitration and provides guidelines on how this service should be carried out either through mail or to the address provided in the arbitration agreement.<br /><br />2-&nbsp;It provides that the arbitration agreement must be in writing, however this could be satisfied by an exchange of letters or emails or by reference to another agreement to be incorporated or form part of another agreement in which arbitration clauses are incorporated.&nbsp;&nbsp;<br /><br />3-&nbsp;The law however provides that in relation to government departments no arbitration clause may be agreed unless prior approval is given by the Cabinet of Ministers unless a specific law provides otherwise.<br /><br />4-&nbsp;The law clearly recognizes that the court will have no jurisdiction to hear any matter&nbsp;&nbsp; in which the parties have agreed to arbitrate and if a defense is raised (before&nbsp;&nbsp;&nbsp; discussing the merits) in any court proceeding, the court will stay the proceedings and refer the matter to arbitration.<br /><br />5-&nbsp;The law provides for the qualification of arbitrators &ndash; he or she must be an adult, of good conduct and must have a degree in Sharia or in law and if there are more than one arbitrator such a condition must be met by the chairman of the tribunal.<br /><br />6-&nbsp;The law provides for ways in which the arbitrators will be selected and appointed. It is no different to the common international procedures where the parties appoint their own arbitrators; however reference is made to the fact that in case the parties do not agree on an arbitrator or the chairman, they will be appointed by the court.<br /><br />7-&nbsp;The law is silent about the gender, nationality and the religion of the arbitrators which confirms that the law has adopted a new and modern stance towards these aspects; reference in the law is made to arbitrators in general and not specifically to males or females.<br /><br />8-&nbsp;The law also provides that if challenges are made to arbitrators such challenges can only be made in narrow circumstances and must be made first to the tribunal within 5 days.<br /><br />9-&nbsp;The law also provides that the arbitrators will decide on their own jurisdiction or whether there is a valid arbitration agreement or whether the agreement is wide enough to include the matters in dispute.<br /><br />10-&nbsp;The law specifically provides that the arbitration clause is to be considered independent of the agreement and that the invalidity of the agreement will not invalidate the arbitration clause.<br /><br />11-&nbsp;The law also provides that, unless the parties agree otherwise, the courts in Saudi Arabia will be free to make any urgent provisional measures that a party applies for (either before, during, or after the arbitration). This would mean that the parties could agree to give such power exclusively to the jurisdiction of the arbitration tribunal in the arbitration agreement.<br /><br />12-&nbsp;The law creates the unusual requirement that on the appointment of the arbitrator a contract must be entered into between the arbitrator and the parties setting out the arbitrator&rsquo;s fees and the terms of the engagement.&nbsp; The implementing regulation of this arbitration law will prescribe where this agreement should be filed; if no agreement is reached on the fees the court will assess the arbitration fees.<br /><br />13-&nbsp;The law allows the parties the freedom to agree on and apply particular rules and particular processes during the arbitration, including the incorporation of the rules of international organizations. Thus the parties can agree their own procedural rules independently of some of the processes stipulated in the law. However those rules must not be contrary to the Islamic principles of Sharia.<br /><br />14-&nbsp;The law provides that where there is no agreement on law or on procedure, the arbitrator may decide on the most suitable law and procedure for the dispute.<br /><br />15-&nbsp;The law provides that the parties may agree on the application of foreign law or for the arbitration to be held in Saudi Arabia or abroad.<br /><br />16-&nbsp;The law provides that the arbitration language can be Arabic or any other language agreed by the parties, or indeed a multitude of languages. It is for the parties and for the tribunal to determine what documents are to be translated.<br /><br />17-&nbsp;The law stipulates some procedures regarding how notices in respect of the arbitration should be given, what documents and information should be included in the notice of the arbitration, when and how the response should be sent, and the fact that either party may amend their claim provided it is done in such inappropriate timing as the tribunal may determine. It also states that the tribunal will hold a hearing and will summon the parties unless the parties agree otherwise.<br /><br />18-&nbsp;The law provides that the arbitration tribunal will minute a summary of the hearings which the witnesses and the expert should sign when attending and the representatives of the parties should also sign; each party will get a copy of the minutes unless the parties have agreed otherwise.<br /><br />19-&nbsp;The law also provides that if proper summons are served the arbitral tribunal may proceed with the case and render an arbitration award in absentia.&nbsp;&nbsp; <br />&nbsp;&nbsp;&nbsp;&nbsp; <br />20-&nbsp;The law provides that the arbitration tribunal must apply, taking into consideration the Islamic principles of Sharia and the public policy of Saudi Arabia, the law agreed between the parties, the process agreed between the parties and the best principles, and usages and the common practice that is applicable to the nature of the transaction.<br /><br />21-&nbsp;The law states that where there is an even number of arbitrators and there are differences between them so that there is no agreement on the final award, they must then ask to appoint within 15 days another arbitrator to decide on this case and if this is not agreed by the parties, the court will assist the arbitrators in reaching a final decision.<br /><br />22-&nbsp;Arbitration awards must be rendered within 12 months from the date in which the arbitration started but the arbitration committee may extend the time for an additional six months unless otherwise agreed by the parties for a longer period. If the arbitration award is not rendered during this additional period, either party may request the court to grant an additional period or to terminate the arbitration proceeding and for the parties to proceed to court.<br /><br />23-&nbsp;The arbitration award must state the date of the arbitration award; the place where it has been issued; the name and the address of the parties; the names of the arbitrators and their addresses and their nationalities; a summary of the arbitration agreement; a summary of the submission of the arguments made by the parties; the documents filed therein; a summary of the experts reports; and the final decision and finally the fees of the arbitrators and who should be responsible for them.<br /><br />24-&nbsp;The arbitration award in its original form (and a copy in Arabic if it is in another language) will be filed with the court to be legalized and notarized if issued by a foreign jurisdiction.<br /><br />25-&nbsp;The law provides that within 30 days of the award a party has the right to request clarifications, as well as amendments on matters which the arbitrators have not determined as part of the remedy. The arbitrators themselves may also make corrections to the award within 30 days of it being issued<br /><br />26-&nbsp;The law provides that once the arbitration award is final it can only be challenged on particular and narrow grounds, most of which are similar to those provided under the New York Convention and the UNICITRAL Model law. This will apply even if the arbitration award was contrary to the public order though it is likely that if the arbitration award was contrary to the public order or the fundamental principles of Sharia, that the challenges will succeed in challenging the arbitration award. Challenges must be brought to the court within 60 days from the date on which the arbitration award was served on either of the parties.<br /><br />27-&nbsp;No party may relinquish their rights to challenge the arbitration award for invalidity in advance of the arbitration award being delivered.<br /><br />28-&nbsp;Arbitration awards can be executed and implemented in Saudi Arabia and are to be filed with the court with a request to endorse it as being valid for execution, and must be filed with the following documents:<br /><br />a.&nbsp;The original arbitration award.<br />b.&nbsp;If not in Arabic, a translation of the arbitration award duly notarized.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br />c.&nbsp;True copies of the arbitration agreements.<br />d.&nbsp;Proof that the arbitration award was filed according to this process with the court by the tribunal.<br /><br />It is evident that this new arbitration law improves considerably on the existing practice in Saudi Arabia and shows that the country has made tremendous movements towards endorsing a modern framework for international arbitration. Whatever small criticisms might be made of this law (for example its slight deviations from the UNCITRAL Model law in some areas) overall its provisions and structure are extremely good, and to the comfort of the international community will provide Saudi Arabia with an arbitral regime that is in favor of enforcing foreign arbitration awards.<br /><br />The law is currently available in Arabic.</p>'),
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(83008, 4528, 'content', '<p>Kizad is governed under Ministerial Resolution No. 88 of 2006 regarding the establishment of Abu Dhabi Ports Operating Company. In the said Ministerial Resolution, ADPC can own, operate and develop all the ports in the emirate of Abu Dhabi, and has the right to construct industrial cities and free zone areas.<br /><br /><strong>Kizad&rsquo; Strategic advantages</strong><br /><br />Kizad is well positioned to give investors optimum access and reach to markets within the region and the world. Many factors influence the decision of where to locate a business, and Kizad sets out to address the most critical of these, efficient access to markets, low operating costs and ease of doing business in a uniquely proactive way.<br /><br />In keeping with Abu Dhabi&rsquo;s 2030 vision to harness industrial diversification, Kizad is located on a 417 sq km greenfield site selected as a prominent gateway to capture regional industrial development. The Kizad site is located halfway between Abu Dhabi and Dubai, two major markets with existing business and industrial infrastructure and is in the proximity to three international airports: Abu Dhabi International Airport, Al Maktoum International Airport and Dubai International Airport.<br /><br />It consists of Area A and Area B. Area A is divided into specific area plans to afford a myriad of industrial activities ranging from aluminium production, trading and logistics operations to healthcare equipment manufacturing.<br /><br />Area B, although allocated for commercial and industrial uses, further supports the industrial development by providing support services and amenities such as workforce residential communities and retail. Kizad is dynamic and comprehensively designed for socio-economic sustainability thereby ensuring successful longevity.&nbsp;&nbsp;<br /><br />Kizad offers a word class infrastructure and multinational connectivity with roads, ports and rail networks that ensure easy accessibility to and from the industrial zone.<br /><br /><strong>Ownership Options - Free Zone or Non-Free Zone? Or both?<br /><br /></strong>KIZAD will be the first industrial zone in the region which offers both Free Zone and Non - Free Zone status. This model provides opportunities for both types of business to maximise the benefits of their customs schemes.<br /><br />Kizad presents two types of regulations based on the type of industry:<br /><br />1-&nbsp;Companies established outside the Free Zone area are governed by the rules and regulations stipulated in the Commercial Companies Law (CCL) and the prevailing laws in the emirate of Abu Dhabi.<br /><br />2-&nbsp;Companies established within KIZAD are governed by the rules and regulations of the free zone authority being Abu Dhabi Free Zone Authority (ADFZA). As such, the industrial licenses will be issued by ADFZA.<br /><br />However, whether you chose the Free Zone or the Non Free Zone, the whole of KIZAD is an investment zone meaning that non UAE nationals can have greater property rights than is normally possible including the right to take a Musataha.<br /><br /><strong>Type of companies<br /><br /></strong>Two types of companies can be established in KIZAD:</p>\r\n<p>1-&nbsp;Free Zone Companies (regulated by ADFZA):<br />a.&nbsp;LLC;<br />b.&nbsp;FZCO<br /><br />2-&nbsp;Non &ndash; Free Zone companies: as per the UAE Commercial Companies Law.<br /><br />The regulations for both types of companies are the same in terms of land registration, but the licensing body differs. Currently, industrial licenses for Non-Free Zone Companies being established in KIZAD are issued by ZonesCorp (Higher Corporation for Specialized Economic Zones) as they are the authority delegated by the Department of Economic Development (DED) to issue industrial licenses. On the other hand, industrial licenses for Free Zone companies being established in KIZAD are issued by KIZAD /ADFZA. In the near future, DED will establish an independent authority for issuing industrial licenses for both KIZAD and ZonesCorp.</p>\r\n<p>&nbsp;</p>\r\n<p><strong>One Stop Shop services<br /><br /></strong>KIZAD is working to speed up the process of obtaining the necessary permits, licenses, approvals and clearances by creating simple, streamlined administrative procedures for investors.<br /><br />KIZAD has launched a One Stop Shop service that responds to the needs and expectations of both local and international businesses. From a single location, all necessary information and services related to establishing businesses within the industrial zone will be delivered by a single point of contact who will be an industry specialist with the skills, knowledge and understanding to respond to investor&rsquo;s requirements. The services provided by KIZAD include fulfilling human resources and immigration requirements, utilities connections, waste management, logistics and facilities management.<br /><br />Every business in KIZAD will have a dedicated Relationship Manager based in the industrial zone.<br /><br /><strong>Simplifying setup procedures<br /><br /></strong>Finding the ideal location for investors is one of the priorities of KIZAD&rsquo;s management team.<br /><br />KIZAD&rsquo;s Business Services and Technical Services teams will work with investors to simplify set up from the land leasing application process, plot allocation, the Preliminary Agreement through to the signing of the Musataha Agreement, which is a long-term property right (up to 50 years) agreement that is registered at the Abu Dhabi Land Registry department.<br /><br />The first step is for applicants to fill out an Industrial Project Application (IPA) form for Industrial Projects or a Logistic Projects Application (LPA) form for Logistics Projects. These two forms differ according to the type of facility or operation the applicant plans to establish.<br /><br />The forms contain the applicant company details, the project timelines &amp; financials, the land requirements and facilities details, the project workforce &amp; accommodation, the operations &amp; logistics, the utilities and services etc.<br /><br />Upon completion of the appropriate form, KIZAD&rsquo;s Business Services and Technical Services team will review the application. It will then be sent to the Plot Allocation Committee which assigns the most appropriate plot of land for the applicant&rsquo;s business.<br /><br />The next stage involves talks between the applicant and KIZAD before a final agreement on the venture being established in the industrial zone is reached.<br /><br />The applicant may then opt for a Preliminary Agreement (PA), which is usually for a six months period, allowing time to complete any required conditions (Environmental approval, Soil testing, Constitutive documents (Company Memorandum of Association and registration), Conceptual design approval, Business Plan, work description of the construction) or move on to signing the final agreement.<br /><br />When the PA is signed, an introductory meeting is conducted between the applicant and KIZAD&rsquo;s customer services and the designated relationship manager. During this meeting, all application forms are handed over to the applicant, and all steps and requirements for registration are explained. Thereafter, the applicant has a period of 6 months to achieve/obtain the aforementioned conditions.<br /><br />At this stage, the applicant can apply for a Preliminary Industrial License (PIL)<br /><br />To help the applicant meet these conditions, KIZAD offers its customer service support and a relationship manager will be assigned for the applicant&rsquo;s project to assist in obtaining all the necessary approvals and other requirements.&nbsp; <br />Business owners that have completed all stages of the land leasing process are invited to sign a Musataha agreement. This is a long-term property right agreement that is capable of being registered at the Abu Dhabi Land Registry department in the name of the investor.<br /><br />Signing the agreement ensures the investors are able to legally own all assets developed on their plot of land within KIZAD while they reside in the industrial zone, and guarantee tenure provided the business operates within the terms of its license. The terms of these agreements can be up to 50 years.<br /><br />Once the Musataha agreement is signed, KIZAD will register the plot of land in the name of the applicant and will grant him access to it.<br /><br />All companies entering into the Musataha agreement are subject to KIZAD&rsquo;s rules and regulations, which are in place to establish a safe, efficient and sustainable business environment.<br /><br />Once the Musataha agreement is signed, the applicant can commence the construction and mobilization processes and can even start its operations.<br /><br />On completion of the construction, the PIL obtained will be converted into a permanent industrial license.<br /><br />KIZAD is a new entity on the Abu Dhabi industrial scene but one which will make a big impact. As can be seen, it sets up both a Free Zone and a Non-Free Zone in an attempt to attract different types of businesses.<br /><br />It is also organizing itself with a view to making the establishment process as painless as possible. The types of companies that can be set up there are in line with other free zones in Abu Dhabi (for the Free Zone part) and the rest of the UAE (for the Non-Free Zone part) and being an investment zone, companies setting up there can get extended property rights. KIZAD is definitely a welcome and exciting addition to the Abu Dhabi business scene.</p>'),
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(83027, 4529, 'content', '<p>Numerous projects were put on &lsquo;hold&rsquo; for long periods of time before developers who were still able to proceed with their projects lifted those suspensions and at the same time sought a revised (typically reduced) contract price, changes in the construction programme (some requiring acceleration of the, by then, severely delayed projects) and a renegotiation of the original contractual and commercial terms.&nbsp;<br /><br />Four years later, the same questions are still being posed but not just by the developers to their contractors, consultants and suppliers. The shoe is now also seen on the other foot, perhaps as a result of a suspension of services by a contractor, consultant or supplier where the developer is delaying progress of the project.&nbsp; The renegotiation of construction contracts is not only an issue &nbsp;in the UAE; recent announcements in the regional industry press of USD$133 billion worth of projects having been put on hold in Saudi Arabia and numerous other projects in the region currently on hold, such as those in Kuwait (as announced last summer following the Arab Spring) means that the matter of re-negotiating contracts is going to become a familiar issue for construction industry players in the region to have to address, albeit subject to the various applicable local laws and varying degrees of commercial standing that those companies currently maintain.&nbsp; <br /><br />In this article we will look at the position relative to the UAE Laws taking the view point of a contractor considering the renegotiation of an existing contract on a stalled project.&nbsp;Similar issues will need to be addressed by consultants, sub-contractors and suppliers.&nbsp;&nbsp;&nbsp;<br />&nbsp;&nbsp;&nbsp; <br />There are a number of points to consider when contemplating the renegotiation of your contract. Are you contractually obliged to re-negotiate? Probably not. Are you legally obliged to do so? Again, probably not. In fact, the UAE Civil Code provides that parties to a valid contract may only alter it in certain limited circumstances. However, if you don&rsquo;t agree to a re-negotiation, there is the risk that you will lose the work and a valuable commercial relationship going forward.&nbsp; The risk for the developer is that his contractor may opt to terminate its contract forcing him to go back to tender and find a suitable replacement.&nbsp; Those companies that have survived the global financial crisis and have maintained a base in the Middle East maybe more inclined to consider termination following the events of recent years.&nbsp; In certain circumstances, you may therefore need to consider such a re-negotiation but be clear, is it a renegotiation of an existing contract, or putting in place a new contract?<br /><br /><strong>Contractual considerations</strong> <br /><br />Firstly, insofar as you are able to, you should use a re-negotiation to ensure that any outstanding claims are agreed and paid up to date. You can then draw a line in the sand and proceed with a fresh perspective on the project, free of those niggling outstanding claims, which should help maintain a good working relationship between the parties. <br /><br />Before you agree to a revised contract price check the payment terms. Is there a clause in the existing contract that only permits interim payment applications to be made for a minimum amount? If so, you may need to reduce that limit proportionately, or remove the provision altogether and replace it with perhaps a regular monthly application for payment. <br /><br />Consider the implications to your cash-flow of the revised price contract. Further, are there any set-off or abatement provisions in the current contract? If such a provision was to be implemented during the course of the contract, will you have enough funds to continue with and complete the works on this basis?<br /><br />Ensure that any time related obligations in the revised contract are updated to accommodate changes to the construction programme and completion date, so that you don&rsquo;t prematurely trigger any contractual delay penalties. Also, check that the extension of time provisions remain suitable and amend them if necessary. <br /><br />Occasionally, some developers will attempt to reduce the scope of the works by utilising the variation provisions under the contract. You may therefore have to accept a reduction in the scope of the works to ensure that you are engaged to complete the remainder of the contract works. However, you must be protected going forward. For example, avoid provisions that give the developer the option to further reduce the scope of works at will and re-tender a portion of the works package in anticipation of finding a cheaper contractor further down the line. <br /><br />In addition, check that you have suitable rights to suspend and/or terminate the works. Are your de-mobilisation and re-mobilisation costs adequately covered? If not, then now is a good time to discuss them. <br /><br />You may also wish to revisit your dispute resolution provisions, to ensure that in the event of a dispute in the future, perhaps as a result of the suspension of the project, or a disagreement about any of the revised terms of the contract you will then have adequate mechanisms in place to handle any disagreement or dispute as efficiently as possible.&nbsp; It could be that new alternatives have become available since you originally entered into your contract.&nbsp; For example, you may wish to opt into the jurisdiction of the DIFC Courts following the issue of Law No 16 of 2011 last October, for the resolution of contractual disputes.<br /><br /><strong>Commercial considerations</strong><br /><br />Savings on material prices are likely to be first on the agenda. Likewise, any savings on labour costs that you are able to secure may also need to be accounted for. However, should the costs of such elements rise significantly during the remainder of the contract, then you are likely to be left out of pocket. Therefore, make sure there is a fluctuation clause in the renegotiated terms to accommodate this possibility. <br /><br />It is essential to ensure that all of the agreed revised terms / additional terms are set down clearly in writing and that the supplementary agreement is properly executed by the parties to give certainty as to the contractual relationship going forwards.&nbsp; This is even more important in jurisdictions such as Saudi Arabia where the local laws are not as well developed as other jurisdictions that you might have greater experience of; implied local law provisions that are enjoyed in a jurisdiction you are familiar with may not necessarily be in place in another. <br /><br />In parallel to the revisions being agreed with the developer you should also review any relevant conditions that need to be revised in the contracts agreed with your subcontractors and suppliers. Make the necessary revisions to those contracts, and obtain written agreement from the relevant parties to ensure you are able to meet the new obligations under your own contract. Consider what cost savings are reasonably attainable and what other terms of the subcontracts and supply agreements may need to be revised in turn. <br /><br />Have you already provided a performance bond and/or advanced payment bond? If so, consider re-negotiating the terms of the bond. A conditional bond will be preferable to an unconditional bond, however, this is likely to be a matter for spirited commercial negotiation. Most importantly, ensure that all bonds are revised, updated and re-issued to reflect the re-negotiated terms.<br /><br />Finally, remember to notify your insurer of the changes to the contract so that your insurance cover is revised as appropriate. <br /><br />It is vital to ensure that all amendments work effectively within the existing contract terms. Failure to ensure appropriate drafting could well negate both parties&rsquo; efforts. It is therefore advisable to take legal advice to ensure that the intended amendments work properly and comply with the local laws in the jurisdiction that applies to your contract.&nbsp; Al Tamimi &amp; Company has 10 offices in 6 Middle Eastern jurisdictions (UAE, Qatar, Iraq, Saudi Arabia, Jordan and Kuwait).&nbsp; The Construction and Engineering team can offer advice and assistance in the renegotiation of your contracts across the region.&nbsp; If re-negotiation of your contract is something that you are considering, please contact the author.</p>'),
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