Expertise
Corporate and Commercial Law
The transactional activity of our lawyers is undoubtedly one of the areas in which our ‘multi-specialist’ culture is best demonstrated, particularly in the planning of complex operations, at the stage of strategic reflection or project structuring. It allows us in the often delicate reconciliation of our clients’ objectives with the particular consideration for each individual case, whether they concern competition, tax, accounting, HR, media or political issues. Our ‘tailor made’ culture has always given us full latitude in the management of negotiations, be they contractual or with administrative authorities. While we have a full understanding of market practices, we do not hesitate to put these methods into question, if necessary, in terms of our clients’ interest with regard to a particular deal.
Our Corporate-M&A practice includes all the skills required to manage deals, which mark the development of a corporation (contributions, mergers, divestitures, restructurings and debt financing), the establishment of organisational rules for listed and non-listed companies, whether between shareholders (shareholders’ agreements) or internally (good governance charters). We are particularly involved in reflecting new approaches in corporate governance issues, seeking specific models aimed at creating value in the current context (stakeholders’ value, corporate interest, responsibilities (senior management responsibility and remuneration) and the role of shareholders.
We also advise on a range of competition law issues including reviewing potential anti-competitive agreements and practice, advising on the implications of commercial agreements and assisting clients by preventing their suppliers, customers and competitors from carrying out anti-competitive strategies and/or practices against their businesses. Our lawyers also assist the authorities in reviewing and drafting of competition legislation and policy/guidelines formulation.
Our lawyers regularly act on all aspects of corporate and personal insolvency and works closely with financial advisers /consultants, receivers and managers, liquidators and special administrators in such matters. Our services include advising on corporate structures, seeking the relevant approvals, conducting due diligence exercises and drafting and negotiating debt restructuring agreements. We also advise and enforce the rights and remedies available to creditors or target corporations in the courts or other venues of judicial process.
Our clients range from large domestic and international groups and companies, to small family-owned businesses.
Examples of our lawyers’ experience include:
- Advising the shareholders of a Lebanese company in a landmark deal for the Arab world, in the acquisition of the company by a large Japanese company. This acquisition is the first of its kind from a Japanese technology company in the MENA.
- Advising a major US based multinational group of companies on all corporate matters involving their businesses and affiliated companies in the MENA region.
- Advising a French Investment Fund in the selling 25% of its shareholding in a Lebanese based group of companies with affiliates in several Middle Eastern and African jurisdictions to a major French group. Task involved drafting and review of corporate documents and agreement and due diligence.
- Acting as preferred external counsel for a major US based group of companies for Lebanon, Qatar, Egypt, UAE, Saudi Arabia and Iraq. Our duties involve advising on transactions, drafting of contracts, conducting litigation and advising on issues of commercial and corporate law, labour and employment law, contract law, FCPA related issues, Agencies and Distribution Agreements, financial and banking law in all of these jurisdictions
- Advising a major Arab insurance company on shareholders relationship and Trust’s issues in connection with an IPO under Saudi law
- Assisting a major French group in the acquisition of a Lebanese group in the same industry. Tasks involved assistance during negotiations, performance of the due diligence and drafting the shareholders and Shares Purchase agreement and implementation the acquisition.
- Advising a Lebanese investor in the acquisition and restructuring of a medical insurance third party administrator group of companies based in Dubai with activities in Lebanon and other Arab Gulf countries
- Restructuring of a group of companies in the waste water treatment industry with affiliates and subsidiaries in several Arab and European countries. Task Involved the establishment of several holding companies, drafting shareholders agreements and other contractual documents.
- Advising a Swedish owned multinational group in an international tender organised by the Government of Lebanon to establish a VAT Tourist Refund Scheme in Lebanon.
- Assistance in the establishment by the Group’s French Holding of an affiliate in Lebanon after the award of the tender in JV with local partners.
- Advising on the restructuring of a telecommunications group of companies with affiliates and subsidiaries in several Arab and European countries, involving establishment of several holding companies, drafting shareholders agreements and other contractual documents.
- Advising an engineering group in the acquisition of a well established Lebanese contracting company. Task involved assistance in negotiations, performance of legal Due Diligence, drafting the shareholders and shares purchase agreements and implementing the acquisition.
- Advised a Lebanese group in the acquisition of an English waste water treatment company. Task involved participation to the due diligence and drafting of contracts and agreements.
- Advising an Australian group of companies in the acquisition of a UAE group of companies in the car parking business. Task involved review of documents and advising on several issues of UAE companies’ law.
- Representing the receivers of an insolvent bank in a wide array of claims against its former directors/shareholders and debtors.