An Introduction to the legal framework in the Gulf region. Caroline Cheney Wednesday 17 October 2012

1 Today’s agenda… What do you need to know? This seminar will examine: >the legal framework in the Gulf region >legal issues relevant to doing business in the region and >5 things you need to know about the regional legal environment

The legal framework in the Gulf region

3 The Gulf region. >Jurisdictions >Bahrain >Kuwait >Oman >Qatar >Saudi Arabia >United Arab Emirates >Economic/political alliances: >Gulf Cooperation Council (GCC) >The Arab League

4 The legal framework: Sources of law. >Civil law systems: laws codified >Islamic Shari’a >“Free zone” laws in some jurisdictions >Case law: persuasive, not binding

5 Insight into local legal systems. >Developing legal systems >Increasing sophistication of business laws >Development of new laws: transparency, pace >Local courts: pace, sophistication, predictability

Legal issues relevant to doing business in the Gulf region

7 What you need to know about entering into contracts. >What law should govern your contract? International law vs local law >Local law issues: >Basic contract law >Shari’a >Custom >Forum for dispute resolution: litigation or arbitration?

8 What you need to know about establishing a business. >Typical business structures: public, private, free zone companies >Key issues: foreign investment laws, pre-emption rights, bureaucracy >Takeovers and mergers >Joint ventures >Agency

9 What you need to know about raising finance. >Conventional and Islamic financing: >Loans and murabaha >Bonds, sukuk and convertibles >Rights issues and equity listings >Security and guarantees

10 What if things go wrong? >Enforceability of contracts: international law vs local law >Dealing with companies in distress: >Solutions outside insolvency >Insolvency >Government intervention

5 things you need to know about the regional legal environment

12 5 things you need to know about the regional legal environment. >Local knowledge/insight is key: instruct local lawyers and liaise with local regulators at start of transaction >Less developed and more fluid legal environment as compared to Western Europe >Many businesses family-owned / Government-owned (note sovereign immunity issues) >Widespread restrictions on foreign investment can affect transaction structuring >Enforcing contracts locally can be challenging and proceedings lengthy

13 World Bank Doing Business Report Rank (1 – 183) Economy Ease of doing business Starting a business Enforcing contracts Bahrain Kuwait Oman Qatar Saudi Arabia United Arab Emirates Doing Business 2012: Doing Business in a More Transparent World published by The World Bank and IFC. Economies are ranked on their ease of doing business from 1 – 183.Doing Business 2012: Doing Business in a More Transparent World published by The World Bank and IFC

14 Contacts. Caroline Cheney Senior Lawyer, Dubai Tel: m

15 Any questions? A