3H^ -VY[PM`PUN*`ILY7YLZLUJL 5L^4HYP[PTL 3HIV\Y9LSH[PVUZ 3LHZPUNPU[OL -YLL(YIP[YH[PVU 3H^ PU[OL<(, 1LILS(SP-YLLAVUL AVULPU)HOYHPU ;OL3H^-PYTVM*OVPJLMVY[OL4PKKSL,HZ[ Al(S;HTPTP *VTWHU`6MÄJLZ Tamimi & Company Offices The Law Firm of Choice for the Middle East Iraq Jordan Kuwait Qatar DUBAI - DIFC HEAD OFFICE BAGHDAD, IRAQ Kingdom of Saudi Arabia United Arab 6thÅVVY)\PSKPUN,HZ[ (S/HY[OP`H Emirates +\IHP0U[LYUH[PVUHS-PUHUJPHS*LU[YL 76)V_5V!*VKL :OLPROAH`LK9VHK )HNOKHK0YHX 76)V_ +\IHP<(, ;LS! ;LS! -H_! -H_! PUMVPYHX'[HTPTPJVT PUMV'[HTPTPJVT DUBAI INTERNET CITY AMMAN, JORDAN )\PSKPUN5V . 76)V_ 76)V_! (TTHU1VYKHU +\IHP<(, APW ;LS! ;LS! -H_! -H_! PUMVKPJ'[HTPTPJVT PUMVQVYKHU'[HTPTPJVT DUBAI World TRADE CENTRE SHARJAH RIYADH, KSA [OÅVVY:OLPROAH`LK9VHK (S9LLT7SHaH UKÅVVY:R`;V^LY 76)V_! rdÅVVY:\P[L :V\[O;V^LY:( +\IHP<(, 2OHSLK3HNVVU 2PUN-HOHK9K ;LS! 76)V_ (S6SHPH(YLH -H_! :OHYQHO<(, 76)V_ PUMV'[HTPTPJVT ;LS! 9P`HKO2:( -H_! ;LS! PUMVZOHYQHO'[HTPTPJVT -H_! PUMVRZH'[HTPTPJVT ABU DHABI DOHA, QATAR KUWAIT CITY, KUWAIT * (YHI;V^LY:\P[L (K]4VOHTTLK(S4HYYPPU 2OHSLK0IU(S>HSLLK:[YLL[:OHYX /HTKHU:[YLL[ HZZVJPH[PVU^P[O(S;HTPTP *VTWHU` (S+OV^;V^LY 76)V_ :OLPRO4VOHTTLK)PU:\OHPT;V^LY [O-SVVY (I\+OHIP<(, rdÅVVY9HZ(IV\(IV\K 76)V_ :HMH[ ;LS! 76)V_ 2\^HP[*P[`2\^HP[ -H_! +VOH8H[HY ;LS! PUMVHI\KOHIP'[HTPTPJVT ;LS! -H_! -H_! PUMVR\^HP['[HTPTPJVT PUMVXH[HY'[HTPTPJVT * Al Tamimi & Company International Ltd. Provides services in Kuwait through a joint venture with Yaqoub al Munayae. Yaqoub al Munayae is a registered and licensed lawyer under the laws and regulations of Kuwait. The contents of Law Update are not intended to be a substitute for specific legal advice on individual matters. Reproduction of part or all of the content in any forms is prohibited other than for individual use only and may not be recopied and shared with a third part. The permission to recopy by an individual does not allow for incorporation of material in part or in whole in any work or publication, whether in hard copy, electronic, or any other form, unless specific mention is made to the source, “Law Update published by Al Tamimi & Company”, and written permission is granted from [email protected]. 39 14 20 Contents In Focus 29 Al Tamimi & Company supports WIPO and Dubai SME in ‘Training the Trainers’ on IP Asset Management 4 Property 30 Al Tamimi & Company Re-Elected to the Board Dispute Resolution of BPG 30 Al Tamimi and TECOM work together to promote 6 Void, Defective or Suspended Contracts ICT in the UAE Murabaha Contracts 9 31 IP Laws and Practice: Developments in Iraq and Yemen 12 The Formalities of an Arbitration Award 31 JTI counterfeit awareness workshop in Germany Arbitration News & Events 14 Arbitration in the Region Bahrain – the World’s First “Free Arbitration Zone” 32 Telecommunications Head addresses M&A 17 Developments in Arbitration - conference in Qatar The Revised IBA Rules of Evidence 32 Doing Business Seminar - Tokyo, Japan Property 32 The Resurgence of the IPO Optimizing and Executing UAE Offerings 20 Can Offshore Companies Own Properties in Dubai? Corporate Commercial 22 Leasing in the Jebel Ali Free Zone 33 Summary Winding Up of Jebel Ali Free Zone Offshore Companies Avoiding Delay Intellectual Property & IT 36 New Year’s Resolutions - Labour Relations in the UAE Maritime, Aviation & Insurance 39 New Maritime Law Jordan 41 Khaled Saqqaf presents in Washington DC at the TRACE Annual Member Forum Saudi Arabia 42 Saudi Arabia - New Web Publishing Law Legislative Update 27 Fortifying Cyber Presence - RIVOLI triumphs in wresting www.rivoliwatch.com from a competitor 43 2IÀFLDO*D]HWWH Law Update 1 Our Accolades Our innovative approach and superior level of expertise has been recognized by numerous industry awards, most recently: Banking & Finance Law Firm of the Year 2010, World Finance Magazine Corporate & Commercial Law Firm of the Year 2010, World Finance Magazine Maritime Law Firm of the Year 2010, World Finance Magazine M&A Law Firm of the Year 2010 - Qatar, Corporate International Magazine Real Estate Law Firm of the Year 2010 - UAE, Corporate International Magazine Trademark Law Firm of the Year 2010 - Saudi Arabia, Corporate International Magazine 3H^ Welcome to the February edition of Law Update. As we move into another year of business, one which I hope will be successful for all our clients and readers, I’d like to point your attention to this months magazine. We at Al Tamimi & Company are very proud of what we have achieved. We have built a -VY[PM`PUN*`ILY7YLZLUJL strong business in the Middle East – now spanning 6 countries. Each month we’ll be 5L^4HYP[PTL 3HIV\Y9LSH[PVUZ 3LHZPUNPU[OL -YLL(YIP[YH[PVU 3H^ PU[OL<(, 1LILS(SP-YLLAVUL AVULPU)HOYHPU PU[YVK\JPUNHWYHJ[PJLHYLH[V`V\ZV`V\JHUÄUKV\[TVYLHIV\[\Z;OPZTVU[O0»T ;OL3H^-PYTVM*OVPJLMVY[OL4PKKSL,HZ[ pleased to present the Property team at Al Tamimi led by Lisa Dale in our ‘In Focus’ section. Editor: We have also highlighted a number of laws in this edition including the new Maritime law Angela Maglieri which is about to be endorsed. Key changes include allowing complete non-UAE ownership for vessels registered in the UAE. This in itself is exciting for the UAE shipping Graphic Designer: and associated industries. Maya Sawaya Our IT team recently dealt with a domain name dispute between two retailers which we talk about in our article ‘Fortifying Cyber 7YLZLUJL¹0OH]LUVKV\I[`V\»SSÄUK[OPZH]LY`PU[LYLZ[PUNYLHK For further information on Law Update please As always, we very much welcome your feedback or contact: comments and invite you to send these to us by emailing [email protected]. [email protected] Husam Hourani Managing Partner Law Update 3 In Focus In Focus - Property The Property Practice at Al Tamimi & Company From left to right: Sonia Harvey, Mohammed Kawasmi, Katrine Kofoed, Lisa Dale, Sydene Helwick, Jeremy Scott, Mohammed Kamran Tahir and Tara Marlow. Al Tamimi & Company’s Property Practice provides a comprehensive range of legal services across the Middle East, covering all areas relevant to the property industry. With an initial focus on Dubai, our Property Practice now extends to our Abu Dhabi, Doha, Riyadh, Baghdad, Kuwait and Amman offices. Our regional team of property lawyers has a good mix of western and regional qualifications, contentious and non-contentious experience and bi-lingual capability. Lisa Dale, our Partner who initially 3LNPZSH[P]L 9LN\SH[VY`0ZZ\LZ established the Property Practice and Lisa Dale “is a star who is :L[[PUN\W 3PJLUZPUN9LHS,Z[H[L continues as its head, is described respected across the Businesses by Chambers Global as a “star who -PUHUJPUN :LJ\YP[PLZ is respected across the board, and board, and has the 9LHS,Z[H[L-\UKZ 9,0;: has the ability to read a situation and ability to read a situation :[YH[HHUK4P_LK 4 Law Update work across the entire range of legal The success of our Property Practice continues to be disciplines within the firm. Together, recognised globally - having just been awarded Corporate they form a specialist industry prac- International Magazine’s 2010 “Real Estate Firm of the tice created specifically to cater to Year UAE”. all parties involved with the hotel and leisure business. We advise on every type of product, including destina- :OVY[;LYT;LUHUJPLZ Properties in the Emirate of Dubai tion resorts, city hotels, hotels within Residential, Commercial & Retail (the so-called “Strata Law”), our shopping malls, serviced apartments, .LULYHS3HUKSVYKHUK;LUHU[ Property Practice worked closely with conference facilities, nightclubs, golf advice, including litigation and the Dubai Land Department and RERA courses and clubs, marinas and yacht disputes. to assist in the shaping and finalisa- clubs, private member clubs, together tion of the Implementing Directions. with timeshare, fractional owner- Our Expertise These were issued in April 2010 and ship and rental pool arrangements – In 2003, Al Tamimi & Company be- we have since been at the forefront whether they are independent or part came the first law firm in the GCC re- in working with RERA, our clients and of an overall mixed use development. gion to establish a dedicated Property the industry generally to facilitate the Practice. We have since continued to understanding and practical imple- Our team has in-depth knowledge of lead the field, earning a Band 1 rank- mentation of the Directions. the hospitality and leisure industry ing from both Chambers Global and gained from advising on all manner of Legal 500. Chambers describes our “With good lawyers and hospitality and leisure related issues. Property Practice as, “a frontrunner in the largest property The team also draws on the invalu- real estate and construction, with no- able experience of its members who nonsense, to-the-point lawyers who team in Dubai, Al Tamimi have previously held in-house general have a superb understanding of the & Company is a star counsel roles within the hotel issues” whilst Legal 500 states, “with local real estate firm.” industry. good lawyers and the largest property Legal 500 team in Dubai, Al Tamimi & Company We advise on all matters applicable is a star local real estate firm”. to a hotel/leisure project, whether We developed and delivered the your interest is as an owner, investor, We are regularly consulted by the inaugural Jointly Owned Property developer, operator or financier. Dubai Land Department and the Real training module for the Dubai Real Estate Regulatory Authority (RERA) in Estate Institute. In addition we have Our expertise ranges from site/prop- Dubai and the Department of Mu- hosted seminars, written articles and erty acquisition, corporate structuring nicipal Affairs in Abu Dhabi on the provided in-house workshops to and long-term strategy planning, proj- content and drafting of new property clients and other interested parties. ect and operational licensing, project laws and regulations. Our central finance, equity and debt financing, involvement in the development of As a testament to our dedication and hotel development, hotel operator the legal framework ensures that we capability in this specialised practice appointment (including negotiation of are able to give our clients accurate area, we are currently assisting our hotel management agreements), day and up-to-date legal advice which is clients to bring some of Dubai’s most to day operational matters, employ- second to none. complex real estate projects into ment related advice, property refur- compliance with the Strata Law and bishment/renovation, dispute resolu- In Focus: Jointly Owned its Directions. tion, intellectual property protection Property – Strata and disposal options. Development work has been a core We provide services in Structuring; strength of our Property Practice Documentation; Implementation; Set For more information, please contact since its inception. In 2002, we in- Up; and Licensing & Regulatory one of our Property specialists: troduced the concepts of the Master Compliance. Community Declaration and Con- Lisa Dale, Partner & stitution of Co-Owners Association In Focus: Hospitality & Head of Property through our work on the Jumeirah Leisure P: +971 4 364 1641 Beach Residence project in Dubai. Given the growth of this industry in E: [email protected] This form of ownership, manage- the region, Al Tamimi & Company ment and control for communities provides a comprehensive range of and multi-owned buildings quickly legal services across the MENA re- became the market norm, not only in gion, covering all areas relevant to the Dubai but also in Abu Dhabi, Qatar hospitality and leisure industry. Tara Marlow, Head of Property and the wider GCC region. & Hospitality Abu Dhabi Led by Tara Marlow, the Hospital- P: +971 2 674 4535 After the enactment of Law No. 27 of ity and Leisure practice comprises E: [email protected] 2007 on Ownership of Jointly Owned a team of experienced lawyers who Law Update 5 Dispute Resolution ,HJOTVU[O3H^ Void, Defective or Suspended Contracts Law Update Zafer Sheikh Oghli, Partner Judgment Dispute Resolution The ongoing and rapid development of property-focused legislation in the Emirate of Dubai together with the large quantity of property decisions being made by the Dubai Courts, particularly the Court of Cassation, has led to the derision of new legal principles which are intended to guide the operation of the law. Law No. 13 of 2008 was issued on 14 Regulations, the Dubai Courts were “The Interim Real Estate Regis- August 08 and was published in the deciding cases. Consequently, court ter is used to record all dispos- Official Gazette on 31 August 2008; decisions issued after the promulga- als of Real Estate Units off plan. its date of entry into force. tion of Law No. 13 of 2008 and the Any sale or other disposition that formation of property courts in Dubai transfers or restricts title or any Article 11 of Law No. 13 of 2008 serve not as a mandatory precedent ancillary rights shall be void if not was amended by Law No. 9 of 2009 but as a non-binding guide for the recorded on that Register (which was issued on 12 April 2009). courts, which are compelled to rule Any developer who made a sale or Further, on 14 February 2010, based on their understanding of the other disposition that transferred Executive Council Decision No. 6 of legal provisions and legislation in or restricted title prior to the com- 2010 promulgated the Implementing force at the time their decisions are ing into force of this Law should Regulations to complement Law No. rendered. Careful consideration of the approach the Department to get 13 of 2008. The amendments and relevant laws and decisions is there- it registered in the Real Estate Implementing Regulations clarify and fore necessary to understand how Register or the Interim Real Estate explain more clearly the correct they are applied. Register, as applicable, within 60 application of the law and the days after the date on which this legislator’s intention. It is worth noting at this point that the Law came into force.” most contested provision in Law No. Naturally, prior to the introduction of 13 of 2008 is Article 3, which reads as A careful reading of this Article the amendments and Implementing follows: reveals two distinct phases: 6 Law Update Phase One: Pre-31 August 2008 Phase One contracts may be registered but subject Phase Two: Post-31 August 2008 to a fine if registration is not carried out within the Contracts executed during Phase One designated 60 day period. are not referred to as void contracts. On the contrary: they are considered “ valid and effective contracts given disposition over the real estate unit conditional on registration. This ap- that developers are asked to regis- after the 60 day deadline stipulated in proach is further confirmed by Article ter them within the 60 day deadline subsection 2 of Article 3 of the Law, ”210 of the Federal Civil Transactions mentioned. In essence, Phase One the Department shall proceed as Code which provides: contracts are valid and effective but follows: conditional on registration. Phase A void contract is one which is Two contracts are void if they are not To register the legal disposition in unlawful in its essence and form, registered in the Interim Real Estate the Interim Real Estate Register. lacking the elements of a contract Register, as explicitly provided in To charge the developer a fine of or defective in its subject matter or Article 3. AED 10,000 (UAE Dirhams Ten purpose or form as laid down by Thousand). law for the making of a contract, This interpretation was confirmed by and such contract shall be of no Article 3 of Executive Council Deci- Again, Phase One contracts may be effect and shall not be capable of sion No. 6 of 2010, which states: registered but subject to a fine if reg- being rectified by consent. istration is not carried out within the Any interested person may assert “If the main developer or sub-devel- designated 60 day period. Phase One nullity and a judge may so rule of oper applies to register a legal contracts are not void, but are his own motion. Law Update 7 Dispute Resolution No action for a declaration that a contract is void shall be enter- A transfer of ownership under a defective tained after 15 years from the date the contract was made, but any contract shall only be effective if the property interested person may plead nullity itself has been received. of the contract at any time. “ A void contract is of no effect and I therefore suggest a fresh look at cannot be rectified by consent. Article the issue, given the importance of 3 of Law 13 of 2008 deals with, in both distinguishing between a void ” respect of Phase One, conditional contract and a suspended or defec- contracts. At most, unregistered tive contract and recognising the Phase One contracts can be consid- effects of declaring a contract void ered defective contracts within the and ordering it rescinded for non- meaning of Articles 211 & 212 of the registration. These questions are of Civil Transactions Code: paramount importantance as a court may rescind a contract for genuine Article 211 reasons to do with the contractual If part of a contract is void the relationship and the performance of entire contract shall be void unless contractual obligations, which would the subject matter of each part give rise to a right to claim damages, is (separately) specified in which whereas according to Article 210 of case it shall be void as to the void the UAE Civil Transaction Code, a part, and the remainder shall be void contract produces no effect. valid. If part of a contract is dependent The intention of this article is to en- upon the grant of consent, then courage reflection on how the chang- if the consent is given the whole ing laws of Dubai are applied and to contract will be effective and if draw attention to the importance of the consent is not given only that the performance and enforcement of part will be void together with the contracts and the exercise of judicial consideration therefore, and the discretion under Article 272 and 273 remainder of the contract with its of the Civil Transactions Code. The consideration will remain valid. promotion of legal discussions in this vital area should be encouraged due Article 212 to the rapid evolution of legislation and precedents. A defective contract is one which is lawful in its essence but not in form, and if the cause of the defect is removed, the contract becomes valid. A transfer of ownership under a defective contract shall only be effective if the property itself has been received. A defective contract shall only have effect within the scope laid down by the provisions of the law Each of the parties to the contract and their heirs shall have the right to cancel the contract after giving notice to the other parties. On 24 October 2010, the Dubai Court of Cassation in Property Appeal No. 85-10, upheld the decisions of the lower courts which had been issued prior to the implementing regula- tions and the now settled practice of regarding the 60 days as a regulatory deadline. 8 Law Update Murabaha Contracts Law Update Suzanne Abdallah Majd Baroudi, Associate Judgment Dispute Resolution Dispute Resolution A commercial action was filed by an individual resident (“the Claimant”) The Defendant contended that the Claimant against a PSC company in Dubai (“the Defendant”). The Claimant requested signed a finance facility offer, which prescribed the Court to: that finance installments and profits were to be paid on a bi-annual basis. Order the Defendant to annul a “ Murabaha contract, concluded on 2 June 2009 and amounting to the original cheque (dated 14 May into the Claimant’s account with AED 17,209,775; 2008) issued for the remaining another company through a finance Direct the Defendant to re-pay balance (AED 16,588,000) loan concluded previously on 20 (Balance) of the purchase price. September” 2005. AED 651,775, representing the first installment of the purchase price stipulated in the Murabaha The Claimant expressed his In June 2009, the Defendant contract ; willingness to assign to the Defendant submitted a reply memorandum all the shares that had previously requesting the Court to dismiss the To direct the Defendant to return been transferred by the Defendant Claimant’s case as the facts Law Update 9 Dispute Resolution presented by the Claimant were not correct. The Defendant followed this by filing a counterclaim on 14 July The Murabaha Contract was not compliant 2009 wherein it requested the Court with Islamic principles because it did not to direct the Claimant to pay the Balance plus 9% interest from the specifically identify the goods which were due date until full payment. “the subject of the Murabaha contract. The basis of the Defendant’s counter- claim can be summarized as follows: Agreement, and that due to his liquid- which were the subject of the ity problems, had failed to pay the Murabaha contract. In 2005 the Claimant had applied for a Balance. The Defendant contended ” finance loan to buy some shares val- that because of his liquidity prob- The Claimant argued that one of ued at AED 12 million. The Defendant lems, the Claimant had requested the the requirements of a Murabaha contended that the Claimant signed a Defendant to re-schedule payment instrument is that the goods finance facility offer, which prescribed of the Balance through 16 cheques purchased by the bank are that finance installments and profits amounting to AED 1,000,000 each, specified. were to be paid on a bi-annual basis. with the first cheque to be due upon The Defendant submitted that in light the expiration of one year from the In dismissing the Claimant’s argument of these conditions it had granted the date the Agreement was concluded. that the Murabaha Contract was a Claimant the requested finance but contract of adhesion the Committee that the latter failed to pay the due Court of First Instance outlined the three essential amount as agreed previously. On 18 November 2009 the Court of characteristics of such contracts: First Instance appointed an accoun- tant expert specialized in Islamic The Claimant requested The contract must relate to an Finance to investigate the matter. On essential product or service renewal of the Murabaha 14 February 2010 the Court referred indispensable to consumers who contract for another term the case to the Special Judicial cannot obtain the essential “with the amounts due Committee established by Decree No. product or service except by rescheduled. 61/2009. acquiescing to the terms of the contract; The Special Judicial Committee One of the parties retains a The Claimant requested renewal of established by Decree No. 61/2009. monopoly over the product or the Murabaha contract” for another On 5 April 2010 the appointed expert service or faces limited term with the amounts due resched- submitted his report to the Commit- competition in supplying the uled. The Defendant accepted the tee. The expert concluded that the product or service; and Claimant’s request and on 8 May Claimant received an amount of AED 2007 it renewed the Murabaha con- 11,879,204.80 out of AED 12M facility The supplier of the products or tract; granting the Claimant a new limits under the first Murabaha made services offers it to consumers on payment schedule. Accordingly the on 20.09.05 and had received the sum a “take it or leave it” basis where Claimant paid the first due install- of AED 3,290,774 out of the facility consumers have neither a choice ment, amounting to AED 651,775, limit granted to him under the Share in negotiating the terms nor an op- and issued a cheque for the Balance. Sale and Purchase Contract dated portunity to decline. The Defendant contended that the 09.02.06. Claimant failed to pay the remaining outstanding amount and had instead The Claimant argued the following proceeded and initiated legal points before the Committee: proceedings. The Murabaha Contract was The contract must As part of its case, in October 2009 an adhesive contract; relate to an essential the Defendant submitted a settle- The finance loan obtained product or service ment agreement (“the Agreement”) to by the Claimant was void the Court which had been previously because it deprived him of “indispensable to executed by both parties. The Agree- the opportunity to manage consumers who cannot ment contained an acknowledgement his shares as the trading obtain the essential by the Claimant that he had previous- activities were carried out ly concluded a Murabaha Agreement by a financial intermediary product or service except with the Defendant amounting to AED appointed by the Defendant. 16,558,000. The Claimant acknowl- by acquiescing to the edged further in this Agreement that The Murabaha Contract was terms of the not compliant with Islamic the Murabaha Contract expired 11 contract. months prior to execution of the principles because it did not specifically identify the goods 10 Law Update ” The Committee’s determination The Committee determined that the purchasing and trading of shares did not qualify as essential products indispensable to the Claimant, who was under no obligation to contract with the Defendant in this regard. The Claimant’s argument that he had been deprived of the opportu- nity to manage his shares was also dismissed by the Committee. The Committee held that the arrangement whereby a third party appointed by the Defendant was responsible for managing the Claimant’s shares was not akin to gambling or betting and did not entail harm to the Claimant. The Committee held that the arrangement whereby a third party appointed by the Defendant was responsible for managing the Claimant’s shares was “not akin to gambling or betting and did not entail harm to the Claimant. The third defense, which related to the alleged non-compliance with Islamic finance principles of the ” subject Murabaha was rejected by the Committee. The basis for the rejec- tion was that an Islamic Bank, which concludes a Murabaha with a party, is permitted to charge a percent- age on the increase in the price (i.e. the increase in the original price of the merchandise specified in the Murabaha) as compensation for the damages the Bank incurs due to a default in payment. The Committee held that this was in accordance with the Islamic principle of no harm and no reciprocated harm, “la Darar wa la Darar” and would not be considered as Usury (Rebaa) or Tawaruq (cash procurement). Accordingly, the Committee ordered the Claimant to pay to the Defendant the Balance, plus legal fees. The Committee noted that the Claimant had not, at any stage during the proceedings, actually disputed that the Balance was owed to the Defendant. Law Update 11 Dispute Resolution The Formalities of an Arbitration Award Law Update Suzanne Abdallah Judgment Dispute Resolution Claim and facts of the case Party A filed a suit before the Dubai The arbitrators’ award shall be passed by Court of First Instance seeking a judgment confirming an arbitration a majority and shall be made in writing and award in which Party B and Party C, a joint venture, were ordered to pay accompanied by the dissenting vote. Party A the amount of AED 400,000 “ plus 9% interest from the due date Party A. Further, Parties B & C were Instance. The sole reason proffered of 20 July 2003, until full payment in required to jointly and severally pay by the Court of Appeal was that the addition. Part B was also awarded the AED 14,000 as arbitration fees. arbitrator did not sign each and every costs of the arbitration. page of the arbitral award.” Party A Accordingly, Party A filed a case with referred to Article 212 of the UAE Civil Party A had sought a judgment the Dubai Courts seeking to enforce in arguing that one of the essential against Party B and Party C in rela- the award. Party B and Party C filed requirements of an arbitration award tion to a subcontract for the supply an interlocutory application request- is the signature of the arbitrator who and installation of lifts in a Residential ing the Court to invalidate the award/ has issued the award. Complex in Al Nahda, Sharjah. set aside the award. Article 212(5) provides as follows: Upon completion of the works by Par- Court of First Instance ty A, Party B and Party C had refused The Court of first instance ruled in fa- “The arbitrators’ award shall be to pay the final installment payment vor of Party A and ratified the arbitral passed by a majority and shall be of AED 400,000 (which represented award. Consequently, Parties B & C made in writing and accompanied the amount withheld against mainte- appealed to the Court of Appeal. by the dissenting vote. In particular, nance works) without any legal justi- the award shall contain a copy of the fication. In the first hearing before the Court of Appeal arbitration agreement, a summary of Court, Party B pleaded the existence In reversing the lower court’s deci- the statements of the parties, their of an arbitration clause in the agree- sion, the Court of Appeal ruled that documents, the grounds and context ment. Accordingly, Party A amended the arbitration award should be set of the award, the date and place of is- its case and requested the Court to aside. Subsequently, Party A ap- sue and the signatures of the arbitra- appoint an arbitrator to conclude the pealed to the Court of Cassation. tors. Should one or more arbitrators dispute between the parties. refuse to sign the award, such refusal The Court of Cassation (Date of Judg- shall be stated in the award; pro- The sole arbitrator’s award required ment 17 November 2009) vided, however, that the award shall Party B and Party C to pay jointly and be valid if signed by a majority of the severally the amount of AED 400,000 Party A argued that the Court of Ap- arbitrators.” together with 9% interest per annum peal erred in its decision to overturn from the due date until full payment to the decision of the Court of First 12 Law Update Article 212(7) provides as follows: The Court of Cassation found one ex- decision and the ultimate decision ception to this crucial and important itself. Importantly, the Court of Cassa- “The award shall be deemed to have rule. Where the grounds or reasoning tion ruled that the format of the award been issued from the date of signing for the ultimate decision are contin- complied with Article 212. the same by the arbitrators.” ued on the same page as the relief ultimately ordered, and the page con- The importance of this judgment can- The Court of Cassation upheld Party taining the ultimate relief is signed, not be underestimated. Many English A’s defense. The Court determined that signature shall be deemed to translations of Article 212 do not that one of the essential requirements cover the reasoning for the granting outline the peculiarities applicable to of an arbitration award is the signa- of the relief. the formalities of awards in the detail ture, on the award, of the arbitra- expressed by the Court of Cassation. tors who have issued the award. The If the reasoning and grounds for the To ensure the validity of arbitration Court further explained that from a ultimate decision and the ultimate proceedings, it is essential that this legal point of view; the signature is decision itself appear on separate Article be read and applied in connec- the only evidence of the existence of pages, then all pages of the award tion with the reasoning of the Court of the award, which refers to both the should be signed by all arbitrators. Cassation. ultimate decision and the grounds Failing this, such award shall be reached in support of that ultimate invalid. The Court of Cassation reversed the decision. The Court of Cassation finding of the Court of Appeal. therefore found that the arbitrators In this case, the final page of the should sign both ultimate decision award, which contained the ultimate and the grounds reached in support decision, also contained part of the of that ultimate decision. Crucially, reasoning for the ultimate decision. the Court of Cassation held that a The final page was signed; therefore failure to do so would render the the signature was deemed to cover award invalid. both the grounds for the ultimate Law Update 13 Arbitration Arbitration in the Region Bahrain – the World’s First “Free Arbitration Zone” Robert Karrar-Lewsley, Senior Associate Arbitration The popularity of arbitration in the Middle East continues to grow, and in January 2010 Bahrain’s BCDR-AAA became the latest in a number of arbitration centres to open in the region. The BCDR was created in accordance with Bahrain’s new Arbitration Law1, which also created what has been called the world’s first “Free Arbitration Zone”. This article looks at the BCDR, and or after a dispute has arisen, provided will determine the appropriate rate. what the “Free Arbitration Zone” the agreement to do so is in writing. In comparison, many other arbitral means in practice. institutions in the region (such as The BCDR Rules closely follow those DIAC) fix the fees of the arbitrators The BCDR of the AAA. This means users of the depending on the amount in dispute. The BCDR is a partnership between BCDR will have the comfort of using The BCDR approach is not however the Bahrain Chamber for Dispute a set of rules that have been tried and unique to the region, as the DIFC- Resolution (BCDR) and the American tested and are of the highest LCIA also operates a system whereby Arbitration Association (AAA), a long- international standards. arbitrators charge an hourly rate. The standing and highly respected inter- DIFC-LCIA specifies that the hourly national arbitration centre. The BCDR With regards to fees, although the rate is to be between AED 1,085 – is located in Manama, the capital of administrative fees of the BCDR are AED 2,525, and although the BCDR Bahrain. modest and fixed according to the gives no such indication, it is amount in dispute, the fees of the expected that its rates will be similar The BCDR is in many respects like arbitrators (which tend to be sub- to those of the DIFC-LCIA. any other arbitral institution. Its role stantial) are not fixed. Instead, under is not to arbitrate disputes itself, but Article 32 of the Rules, the arbitrators The Free Arbitration Zone to provide the administrative and pro- are to be paid a daily or hourly rate In order to understand what the Free cedural support necessary to enable based on the size and complexity Arbitration Zone is, it is first an independent Tribunal to hear and of the case, and such rate is to be necessary to understand how arbitral decide a particular matter. Parties can agreed with the parties. If agreement awards are enforced internationally. choose to use the BCDR either before cannot be reached, then the BCDR 14 Law Update Once an arbitral award has been rendered by a Tribunal, the parties are Once an arbitral award has been rendered by a contractually obliged to comply with Tribunal, the parties are contractually obliged to that award. There will however be occasions where the losing party comply with that award. does not wish to comply, and the “ winning party must seek to enforce The losing party was not given ;OLJVTWVZP[PVUVM[OL;YPI\UHSVY the award in the country where the proper notice of the appointment the arbitral procedure was not in losing party has assets. of the appointment of the arbitra- ”accordance with the agreement of tor, or of the arbitration proceed- the parties, or failing such agree- In order to facilitate this enforce- ings, or was otherwise unable to ment, was not in accordance with ment process, a number of states present his case. the law of the country where the have signed up to the 1958 New York arbitration took place. Convention, under which contract- The award deals with a difference ing states agree to recognise arbitral not contemplated by or not falling ;OLH^HYKOHZUV[`L[ILJVTL awards made in other states, and may within the terms of the submis- binding on the parties or has been only refuse to do so if the losing party sion to arbitration, or it contains set aside or suspended by a com- shows that one of the following pro- decisions on matters beyond the petent authority of the country in cedural irregularities has occurred: scope of the submission to arbitra- which, or under the law of which, tion, provided that, if the decisions the award was made. The parties to the agreement were, on matters submitted to arbitra- under the law applicable to them, tion can be separated from those The Free Arbitration Zone is relevant under some incapacity, or the not so submitted, that part of the to this last ground. Under Article 25 of agreement was invalid either under award which contains decisions Bahrain’s new arbitration law, parties the law applicable to the agree- on matters submitted to arbitration to an award that has been issued in ment or under the law of the coun- may be recognized and enforced. Bahrain are not entitled to challenge try where the award was made. the award in the Bahraini courts, Law Update 15 Arbitration provided the award is being enforced outside of Bahrain and the parties The real benefit of the Free Arbitration Zone is that, have agreed in writing that: instead of having to wait a number of years to determine - A law other than Bahraini law whether the Bahraini Courts will respect arbitral awards applies to the dispute. issued in their country, Bahrain has firmly resolved the - The parties will not challenge “ the award before the courts of issue and shown its commitment and support for Bahrain. international arbitration. - Any challenge against the award will be before a competent authority in that the award will not be set-aside or It remains to be seen how success- another state. interfered with by the local courts. ful the BCDR as an arbitration centre ”will be, but the fact that it exists and Bahrain can therefore be said to be This is important in a region where has brought with it an innovative ap- a “Free Arbitration Zone” in that its local courts have been known to set proach to international arbitration, courts will not interfere or set aside aside arbitral awards for seemingly means that it has already achieved a an arbitral award made in Bahrain, trivial reasons. substantial amount. provided the above conditions have been satisfied. This is a unique ap- Another benefit is that Bahrain’s proach and one that firmly establishes positive stance towards international Bahrain as one of the most arbitra- arbitration will likely influence other tion-friendly countries in the region. states in the region, all of which are in fierce competition to be seen as However the benefits of the Free Arbi- the most attractive option for inter- tration Zone must not be overstated. national business. Even if the UAE, Under the New York Convention the Qatar and others do not bring in fact that an Award has been set aside similar legislation, it is expected that in the country in which it has been they will want to be seen as just as made is only one of a number of fac- supportive of international arbitrations tors that may enable a signatory state by refusing to set aside awards, else to refuse to enforce the award. The they will risk handing the advantage new law therefore only removes the to Bahrain. possibility of a potential ground for non-enforcement from occurring. The Free Arbitration Zone does not guar- antee that awards issued in Bahrain will be enforceable oversees (nothing can guarantee this), it only guarantees that the Bahraini Courts will not inter- Bahrain’s positive fere or set the award aside. stance towards international arbitration The real benefit of the Free Arbitra- tion Zone is that, instead of having “will likely influence other to wait a number of years to deter- states in the region, all of mine whether the Bahraini Courts will which are in fierce respect arbitral awards issued in their country, Bahrain has firmly resolved competition to be seen as the issue and shown its commitment the most attractive and support for international arbitra- option for international tion. Parties looking for a venue to business. conduct an international arbitration in the region and who do not anticipate enforcing the award in Bahrain, now have the option of a venue where they can have complete confidence ” Footnote 1Legislative Decree No.30 for the year 2009 with respect to the Bahrain Chamber for Economics, Financial and Investment Dispute Resolution. 16 Law Update Developments in Arbitration The Revised IBA Rules of Evidence Robert Karrar-Lewsley, Senior Associate Arbitration Parties engaged in arbitration are, broadly speaking, free to decide how evidence is to be taken and handled during the arbitral process. The parties can tailor the rules of evidence to meet the particular requirements of their dispute, rather than having unfamiliar or less efficient rules forced upon them by a court. This flexibility is one of many advantages that arbitration has over court litigation. Agreeing what the rules of evidence will be in an arbitration can be The Rules provide mechanisms for the presentation difficult. If the Tribunal and the par- ties’ respective legal representatives of documents, the management of witnesses of fact, come from different legal back- expert witnesses, inspections, as well as the grounds, they may have differing and conduct of the evidentiary hearing itself. sometimes contradictory expectations “ as to how evidence is to be presented and adduced. This is often the case A solution to this problem is for the the common law influence which is in arbitrations in the Middle East parties to adopt, either as guidelines most apparent. The Rules provide where common law lawyers from the or as binding rules, the IBA Rules of mechanisms for the presentation of West and regionally-trained civil law Evidence1 (“the IBA Rules”), which are documents, the management” of wit- lawyers may be involved in the same a full set of evidential rules issued by nesses of fact, expert witnesses, case. This presents a risk that time the International Bar Association (an inspections, as well as the conduct and money will be wasted deciding international association of lawyers of the evidentiary hearing itself. They and arguing over what rules of and lawyer’s associations). Although are designed to supplement what- evidence to apply. the Rules draw upon both the com- ever other rules may apply (be they mon law and civil law traditions, it is imposed by the local law or by the Law Update 17 Arbitration arbitration centre under whose aus- pices the arbitration is being con- The new preamble now states that the taking ducted), and their aim is to ensure an efficient, economical and fair process of evidence shall be conducted in accordance for the taking of evidence. with the principle that the parties “shall act in good faith”. The Rules were first issued in 1983 “ and have proven to be extremely suc- cessful, being routinely used in arbi- be interpreted in practice. For This means that a party will likely be trations around the world. They were example, although the parties are not deemed to have waived confidential- revised in 1999, and in May 2010 a obligated to disclose material harm- ity for the purposes of those excep- further version was issued, having ful to their case unless requested,” tions should the issue be raised be- been amended by the IBA Rules of it could be argued that withholding fore a court. The reference to “bona Evidence Review Subcommittee (of such material is a failure to act in fide judicial proceedings” is helpful which Essam Al Tamimi of this firm is good faith. As with all other aspects in that it prevents a mischievous a member). of the arbitral process, the parties will party from bringing proceedings in need to trust that the Tribunal (which public with the sole aim of breaching Since the Rules are widely used in they have chosen) will interpret the confidentiality, but parties will none- arbitrations in the Middle East, it is Rules and this duty appropriately. theless want to take care that when important for those involved in arbi- they agree to use the IBA Rules on trations to be aware that a number The inclusion of this explicit duty is Evidence they are not giving up their of significant changes have been also helpful in stressing to the parties right to keep documents confidential implemented in the May 2010 version. that they are not to abuse the relative any more than they are compelled to A number of these changes are high- informality and privacy of an arbitral under national laws. This may require lighted and discussed below. hearing by taking anything less than amending Article 3.13. a good faith approach to the taking of Title evidence. Expert Witnesses The title of the previous Rules was Parties will sometimes instruct ex- “The IBA Rules on the Taking of Evi- Confidentiality of Documents perts to give evidence on technical dence in International Commercial Ar- Another important advantage that issues. Although the party will have bitration”, but that title has now been arbitration has over litigation is that, paid the expert for his evidence, it revised to remove the word “com- generally speaking, the parties will is important that the expert remain mercial”. A small change perhaps, but agree that documents disclosed dur- neutral, as biased evidence is of little an acknowledgment that these Rules, ing the arbitration will remain con- assistance to the Tribunal. though originally intended for com- fidential and are only to be used in mercial arbitration, have been and connection with that arbitration. In the previous version of the Rules continue to be used in a wide variety an expert was obliged to declare any of disputes. The title of the Rules now Parties need to be aware however present or past relationships he may reflects the intention that they are to that the revised Rules explicitly state have with the parties. The revised be used in all manner of arbitrations. that this confidentiality will not apply rules go further and add that the ex- where “disclosure may be required of pert must declare any present or past Preamble a Party to fulfill a legal duty, protect relationships with the parties’ legal The preamble contains general or pursue a legal right or enforce or advisors and the Tribunal. The expert statements as to how the Rules are challenge an award in bona fide legal must also describe the instructions intended to operate. Although broadly proceedings before a state court or he has received and state that he is the same as the previous version, the other judicial authority” (Article 3.13). independent of the parties, their legal new preamble now states that the advisors and the Tribunal, regardless taking of evidence shall be conducted The parties will of who has instructed him (Article in accordance with the principle that 5.2). the parties “shall act in good faith”. agree that documents The principle is also reflected in a disclosed during the It is hoped that these additional new paragraph in Article 9 which “ requirements will go some way in states that if the Tribunal determines arbitration will remain ensuring that experts remain inde- that a party has failed to conduct pendent, and that they do not de- itself in good faith then this may be confidential and are velop longstanding relationships with taken into account when costs are only to be used in particular law firms or companies decided (Article 9.7). that may impair their ability to remain connection with that neutral. It is not however clear how this posi- arbitration. tive obligation to act in good faith will ” 18 Law Update Witness Conferencing Privilege disclose a document, the Tribunal The rules regarding the evidentiary The previous rules acknowledged that may make adverse inferences (Article hearing have been amended in a there are times when evidence is to 9.5) and may also conclude that the number of ways, but an interesting be excluded due to legal privilege. party has failed in its duty to act in development is the explicit reference However since lawyers from different good faith, which would likely have to the use of “witness conferencing” backgrounds differ as to the circum- adverse costs consequences (Article (Article 8.3(g)). stances in which legal privilege ap- 9.7). plies, the revised rules now helpfully Witness conferencing is where wit- set out a list of six factors that the Conclusion nesses who speak to a particular Tribunal may take into account when The above discussion merely high- issue are questioned at the same deciding on this issue (Article 9.3). lights some of the more important time and in confrontation with each changes that have been incorporated other. This can apply both to expert One of these factors is the expec- in the May 2010 version of the IBA witnesses and witnesses of fact. tations that the parties and their Rules of Evidence. By revising them This has the benefit of allowing the advisors had at the time privilege is the IBA has achieved its aim of keep- Tribunal to explore a particular issue said to have arisen (Article 9.3(c)). ing the Rules modern and practical, whilst directly comparing the conflict- This general provision will give par- ensuring that they will continue to be ing witness evidence. It can be a very ties greater confidence that they will used in arbitrations for many years to effective tool, and one that would not be expected to disclose material come. not readily be available in court. By which they would expect to be privi- explicitly endorsing this method it leged under the legal and ethical rules is hoped that it will become more of their home jurisdictions. This is im- prevalent. portant since if a party fails to comply with an order from the Tribunal to Footnote 1www.ibanet.org/Publications/publications_IBA_guides_and_free_materials.aspx Law Update 19 Property Can Offshore Companies Own Properties in Dubai? Mohammed Kawasmi, Senior Associate Property Law No. 7 of 2006 Concerning Real Property Registration in the Emirate of Foreign companies and free zone companies Dubai (“Law No. 7”) regulates foreign incorporated in the UAE are not affected by ownership in Dubai. Article 4 of Law No. 7 provides that foreign persons the new circular as these companies are not may, subject to the approval of the “considered to be offshore. Ruler, be granted the following rights in certain areas: for money laundering considering force of this circular is non- The right to acquire freehold that such companies do not have a retrospective” and will apply solely to ownership of real property without physical address and it is not easy to new registrations for property owner- restrictions as to time; and track the identity of their shareholders ship at the Land Department from 1st The right to acquire a usufruct or and the source of their money. Some January 2011. leasehold right over real property investors prefer to use offshore for a period not exceeding 99 companies to avoid applying the Foreign companies and free zone years. Shari’a rules in relation to inheritance companies incorporated in the UAE and to avoid paying the sale registra- are not affected by the new circular The word “Person” is defined in Law tion fee to the Land Department by as these companies are not No. 7 as a “natural or legal person”. instead transferring the shares of the considered to be offshore. Since offshore companies are legal offshore company abroad. persons, from a strict legal point of In our opinion investors’ concerns view no restrictions on offshore Dubai Government represented by the about the implementation of Shari’a is companies owning real property in Land Department and as part of its due to lack of knowledge of the local Dubai exist pursuant to Law No. 7. policy in fighting money laundering Shari’a law since non-muslims can issued a circular recently to prohibit choose not to have Shari’a law apply In practice many offshore compa- offshore companies (except those to their estates by writing a Will or by nies own properties in Dubai, but the incorporated in Jebel Ali Free Zone) all beneficiaries agreeing to apply the Government has been concerned that from owning properties in Dubai. The inheritance law of their own country. these may be used as vehicles 20 Law Update Avoiding Land Department fees is Al Tamimi and Company are no longer possible because the Land registered agents for the purposes Department has started to record the of, and can assist clients with names of the shareholders on the title establishing, offshore companies deed and any change in shareholding in the Jebel Ali Free Zone. Further, will be treated as a sale of the prop- our Property Practice can provide erty, incurring a 2% registration fee. all required assistance in registering clients’ properties at the Dubai Land We set out below the circular issued Department. by the Land Department. Guidelines for registering Department. 0UVYKLY[VJVUZPKLYYLNPZ[LYPUN Offshore Companies in ;OLMVYJLVM[OLZLN\PKLSPULZPZ the real estate interests of an Dubai non-retrospective. The measures offshore entity the Department apply solely to new registrations will require the following original The Land Department is pleased to after the approved date. documents from such entities: issue the following guidelines for +\IHPYLHSLZ[H[LJ\YYLU[S`YLNPZ- 1LILS(SP-YLLAVULPZZ\LK corporations, individuals, firms and tered with the Land Department Registration Certificate (please practitioners seeking to register and held by companies estab- attach: Shareholders certificate property in the name of offshore lished in other offshore juris- and Memorandum of Associa- companies: dictions is not affected by the tion). provisions of these guidelines. :LWHYH[LMVYTHS\UKLY[HRPUN[V -YVT1HU\HY`VUS`[OVZL However, any request made after notify the Land Department of companies formally registered January 1, 2011 by such entities any change share ownership of as offshore entities with Jebel to register additional real estate the entity. Ali Free Zone Authority (JAFZA) with the Department must accord alone, will be considered eligible with the requirement for JAFZA These guidelines are effective from to register their properties with registration before it will be con- January 1, 2011. the Land sidered. Law Update 21 Property Leasing in the Jebel Ali Free Zone Sydene Helwick, Partner Property The Jebel Ali Free Zone (“JAFZ”) was established under Decree No. (1) of 1985 and is an economic zone located in the Jebel Ali area of Dubai, United Arab Emirates administered by the JAFZ Authority. 22 Law Update hours by no later than 90 days Tenants of office buildings are required to ensure from the commencement date of that their offices are physically functional and the lease. attended during normal office hours by no later 3HUK[LUHU[ZHYLYLX\PYLK[V “than 60 days from the commencement date of ensure that their premises are physically functional and attended the lease. during normal office hours by no later than 18 months from the commencement date of the lease. Laws applicable to JAFZ The JAFZ Authority has not estab- Sub-Leases Leases ” lished a special judicial committee or Sub-leases may be approved by the Anyone working or operating in JAFZ, court for the adjudication of tenancy JAFZ Authority provided that: whether an entity permitted to oper- disputes, therefore where the JAFZ ate within JAFZ or a contractor work- Authority is a party to a lease the ;OLZ\ISLZZVYPZPUWVZZLZZPVUVM ing for such entity, is governed by the Dubai Courts will have jurisdiction a valid land lease and has a build- Jebel Ali Free Zone laws, rules and unless the lease contains an arbitra- ing which is already completed; circulars published from time to time. tion clause. Where the JAFZ Authority With regards the question of whether is not a party to the lease the Special ;OLZ\ISLZZLLPZHZ\IZPKPHY`VY Dubai tenancy laws and any other Judicial Committee in Dubai estab- a sister concern of the sub-lessor Dubai laws and regulations apply to lished pursuant to Decree No. (2) of with the majority shareholders property leased in JAFZ, the Jebel Ali 1993 (also known as the ‘Rent Com- being common in both companies; Free Zone Rules, fourth edition 2005 mittee’) shall have jurisdiction to adju- (the “JAFZ Rules”), Rule 1.6 provides dicate the tenancy dispute unless the ;OLHJ[P]P[PLZVM[OLZ\ISLZZLL that “UAE Local Decrees, Regulations lease contains an arbitration clause. conform with JAFZ Rules and Practices are applicable within regarding health, safety, the Free Zone unless otherwise JAFZ Rules environment and the Zoning Plan; prescribed in these rules.” We discuss hereunder some of the JAFZ Rules applying to property ;OLZ\ISLZZVYOHZZ\MMPJPLU[ Therefore Law No. (26) of 2007 leased within JAFZ. space for the activities of the (Regulating the Relationship between sub-lessee without jeopardizing Landlords and Tenants in the Emirate Commencement of Business the space required for its own of Dubai) as amended by Law No. (33) Operations activities; of 2008 applies to all property leased Tenants are required to commence within JAFZ, unless the JAFZ Rules business operations from their ;OLZ\ISLZZVY\UKLY[HRLZ[VIL prescribe otherwise. premises within a prescribed period fully responsible for the activities of time as follows: of the sub-lessee as far as the Tenancy Disputes terms and conditions of the lease With regards adjudication of tenancy ;LUHU[ZVMVMMPJLI\PSKPUNZHYLYL- and the Personnel Secondment disputes, Law No. (15) of 2009 quired to ensure that their offices Agreement are concerned. (Regulating the Hearing of Rental are physically functional and at- Disputes Arising in the Free Zones) at tended during normal office hours There are no limitations on the num- Article 2 provides the following: by no later than 60 days from the ber of sub-leases, subject to the ap- commencement date of the lease. proval of the JAFZ Authority. “The Rent Committee shall determine rental disputes arising ;LUHU[ZVMSPNO[PUK\Z[YPHS\UP[ZHYL An exception to the above are certain between landlords and tenants of required to ensure that their units categories of companies that are not immovable property in the free zones are physically functional and allowed to operate as sub-lessees of the Emirate of Dubai, except: attended during normal office i. where the rent dispute to which any free zone authority in the Emir- Land tenants are required to ensure that ate of Dubai is a party; their premises are physically functional ii. rent disputes arising within the free zones which are under the jurisdic- and attended during normal office hours tion of special judicial committees “ by no later than 18 months from the or courts.” commencement date of the lease. ”Law Update 23 Property and that are not allowed to sublet part of their premises. On termination of the lease, the tenant is With respect to sub-leases the JAFZ required to settle all outstanding dues, vacate Authority levies a sub-leasing fee of AED 20,000/ per year. “the premises, remove all furnishings and Insurance equipment from the premises and restore Tenants are required to have their the premises to its original condition. premises insured against fire and other perils, in accordance with the terms of their leases. If a tenant abandons goods on the ;OL]HS\LVM[OLKLI["HUK Where the tenant has erected the premises, the JAFZ Authority shall ” premises, the tenant is responsible for issue a notice to the tenant’s officially ;OLPKLU[P[`VM[OL4VY[NHNLL arranging the insurance, which shall recognized address of the intention be in the joint names of the tenant to treat such goods as ‘abandoned’. The Mortgagee has to be a Central company and the JAFZ Authority. The A specified date for clearance of the Bank licensed finance company or policy shall be sufficient to cover the premises will be given in the notifica- bank or (after obtaining specific replacement costs of the structure, tion, which shall take into consider- approval from the JAFZ Authority) a fixtures and fittings. ation the nature of the goods (e.g. branch of category 1 bank located in refrigerated, perishable) and hence Dubai International Financial Centre Where premises have been erected by urgency of removal. If the abandoned duly licensed by the Dubai the JAFZ Authority, the insurance will goods have not been removed by the International Financial Authority. be arranged by the JAFZ Authority due date, the JAFZ Authority will act on behalf of the tenant. The insur- to remove them without further refer- The contracting parties should sign ance shall be in the name of the JAFZ ence to the tenant. Any costs incurred the Contract of Mortgage before the Authority. The tenant shall be required by the JAFZ Authority in doing so will Registrar who shall then enter the to pay a contribution of the insurance constitute a claim against the tenant. records of the mortgage in the Mort- premium in the form of an annual The JAFZ Authority shall, at its discre- gage Register. standard charge in line with the JAFZ tion, auction the abandoned goods to Authority’s tariff. expedite clearance of the facility and/ More than one mortgage may be se- or to recover any outstanding dues. cured on one immovable property and Where damage is incurred to pre-built the records in the Mortgage Register premises, the JAFZ Authority requires Mortgage of Properties are made according to the dates of the tenant to bear the first AED 1,000/ Constructed in JAFZ registration of the respective mort- for offices and AED 3,000/ for Tenants who have leased land in JAFZ gages. The priority of the acquired industrial units and banks. This is and constructed purpose built facili- title by virtue of the mortgage is to cover the deductible amount which ties can, pursuant to Law No. (1) of determined according to the order of will not be paid by the insurance 2002 on the Mortgage of Immovable records in the Mortgage Register. company. Property in JAFZ, mortgage the prem- ises (excluding the land) as security Insurance of the ‘contents’ of any for a loan. premises are at the discretion of tenants. The JAFZ Rules provide that A register is maintained by the JAFZ the JAFZ Authority will not be liable Authority to record all mortgages of for any loss or damage to tenants’ immovable properties in JAFZ (the If a tenant abandons contents due to any reason, including “Mortgage Register”). theft or natural calamities. goods on the premises, The Contract of Mortgage the JAFZ Authority shall Termination of Lease between the owner (“Mortgagor”) On termination of the lease, the “issue a notice to the and the creditor (“Mortgagee”) tenant is required to settle all out- is recorded in the Mortgage tenant’s officially standing dues, vacate the premises, Register together with the recognized address remove all furnishings and equip- following details: ment from the premises and restore of the intention to the premises to its original condition. (SS[OLPUMVYTH[PVUYLSH[PUN[V[OL treat such goods as Any waste material/contaminated soil immovable property; should be disposed of in accordance ‘abandoned’. with the JAFZ Rules and Dubai Mu- ;OLHWWYV_PTH[L]HS\LVM[OL nicipality regulations. immovable property and its contents; ” 24 Law Update The mortgage expires, and the records in the Mortgage Register cancelled, in the following instances: ([[OLLUKVM[OLSLHZLVM[OLSHUK on which the immovable property is erected; or )LMVYL[OLLUKVM[OLSLHZLI` agreement of the contracting parties; or )`MPUHSQ\KNTLU[VMHJVTWL[LU[ court. The following charges are payable by the Mortgagor: 4VY[NHNLYLNPZ[YH[PVUMLL¶ of the value of debt; (TLUKTLU[VM[OLJVUKP[PVUZVM mortgage – 0.12% of the value of debt; 4VY[NHNLJHUJLSSH[PVUMLL¶(,+ 500/. More than one mortgage may be secured on one immovable property and the records in the Mortgage Register are made according to the “dates of registration of the respective mortgages. Conclusion There are various types of” premises available for lease in JAFZ and a company has the option of leasing an existing property or constructing its own purpose built facility. Where a company leases land and constructs its own purpose built facility, the company will be able to mortgage the building pursuant to Law No. (1) of 2002. Whenever a company is considering leasing premises within JAFZ, the company should take cognizance that there are a number of rules and regulations which govern and supplement the terms of the lease and affect the rights and obligations of the tenant. Law Update 25 Intellectual Property 26 Law Update Intellectual Property Fortifying Cyber Presence RIVOLI triumphs in wresting www.rivoliwatch.com from a competitor Stephen Jiew, Senior Associate Intellectual Property, IT What Domain name dispute between 2 retailers. The use of RIVOLI in www.rivoliwatch.com is unauthorised and detrimental to the Complainant as Who The Complainant, Rivoli Group LLC, it seeks to divert business away from the Complainant is a well known purveyor of luxury “ and results in brand dilution of its RIVOLI mark. goods in the region particularly in the UAE with a multitude of retail outlets. The Respondent, Brilliant Watches The use of RIVOLI in www.rivoliwatch. Facts of the Case LLC, is a competitor in the fiercely com is unauthorised and detrimen- The Respondent had registered” the competitive retail watch market. tal to the Complainant as it seeks to disputed domain name and had been divert business away from the using it by maintaining it such that The Prize Complainant and results in brand all internet traffic to the Law Update 27 Intellectual Property The Complainant has trade mark knowledge of the Complainant’s names in Saudi Arabia (.alsaudiah), registrations for RIVOLI in a number name and its trade mark follow- UAE (.emarat), Egypt (.misr), Jordan of countries and has been using ing the lawsuits in which its related (.alordon) and Palestine (.falasteen). RIVOLI as a trade name since 1976. company was embroiled in must necessarily lead to the inescapable It is important to be vigilant in The Complainant had finally suc- conclusion that there was no bona monitoring any unauthorised us- ceeded in cancelling a trade mark fide offering of goods under the age of your intellectual property in registration for RIVOLI held by a disputed domain name. cyberspace and to act swiftly and company related to the Respondent decisively in rooting out the prob- following protracted litigation. 3. The WIPO Panel found that the lem. Using the WIPO Arbitration and disputed domain name was regis- Mediation Centre as a means to do The Complainant’s Case tered and used in bad faith. so has proven highly effective and The disputed domain name is con- quick in resolving domain name dis- fusingly similar to marks in which The Complainant had vigorously putes. The fact that the Complain- the Complainant has rights, the argued that there was no plausible ant has been vigilant in enforcing its Respondent has no rights or legiti- reason why the Respondent would rights against offenders in cyber- mate interests in use of the disputed have chosen to use RIVOLI as space was important in shoring up domain name and the Respondent’s part of the disputed domain name its arguments that any attempt to registration and use of the disputed except to misappropriate the vault free ride on its substantial goodwill domain name is in bad faith. of goodwill and reputation, which and reputation was damaging to its the Complainant had painstakingly brand integrity and likely to cause The Respondent’s Case cultivated over decades of use. brand dilution. The Respondent alleged that they Quite clearly, www.rivoliwatch.com have trade mark registrations for was not a domain name, which any This significant case represents yet RIVOLI in Pakistan, India, Kuwait user would have chosen unless they another decisive victory for the Al and Switzerland and have been sell- knew of the RIVOLI trade mark and Tamimi & Company Domain Name ing RIVOLI branded watches since the custom, which it attracts. The Dispute Resolution practice, part 1994 in multiple markets such as Respondent had manifestly regis- of our award winning IP/IT practice UAE, U.K., Russia, Qatar, Saudi Ara- tered the domain name solely for which continues to counsel clients bia, Kuwait, Pakistan, Jordan, India the purpose of attracting users who in ensuring that their valuable and many African countries. type in 2. It was found that the Respon- Learnings dent’s use of the disputed domain Fortifying one’s cyber presence has name cannot be characterised as never been more important as an use in connection with the bona fide increasing number of users log onto offering of goods. The Complain- the internet to shop and be enter- ant had argued that the Respon- tained especially in the Middle East dent’s conduct in using the domain where internet penetration is set to name to divert internet users to the balloon as indicated by the recent Respondent’s own website, which introduction of more available offers competing watches with full domains such as the Arabic domain 28 Law Update Al Tamimi & Company supports WIPO and Dubai SME in ‘Training the Trainers’ on IP Asset Management The World Intellectual Property Omar Obeidat led the trainees The programme covered other sub- Organisation (WIPO), along with the through the laws governing patents, jects relating to IP, such as the role Mohammad Bin Rashid Establishment trademarks, designs, copyrights, of IP in branding, the role of IP in for SME Development (an agency of trade secrets and unfair competition strengthening the competitiveness of the Dubai Economic Department), in the UAE. Omar also explained the SMEs, managing IP in a digital econ- recently organised a course entitled filing processes, and provided statis- omy, leveraging IP assets through ‘Training of Trainers Programme on tical details relating to the registration licensing, franchising and merchan- Effective Intellectual Property of various intellectual property rights dising, and basic IP services available Management by Small and Medium in the UAE. Interesting case studies from institutions supporting SMEs in Enterprises (SMEs) in Dubai’. were also presented, allowing the Dubai and the UAE. trainees to discuss, and better grasp, Al Tamimi & Company was pleased to the presentation content. The programme was designed to support this five-day training pro- create a group of trainers equipped gramme, the first of its kind in the Faisal Daudpota broadly introduced with essential knowledge and skills Arab region. Omar Obeidat, Partner IP enforcement options, and then to provide preliminary IP guidance to and Head of Department IP/IT, pre- explained in more detail the adminis- entrepreneurs, students and SMEs. sented on ‘IP Law and Administration trative, civil and criminal enforcement Some of the trainees will have the in the UAE’. Faisal Daudpota, Senior measures that are available in the opportunity to be involved in further Associate IP/IT, spoke on ‘Practical UAE for patents, designs, copyrights, training through WIPO’s ‘Train the Tips for IP Rights Enforcement in the trade secrets and domain names. The Trainers’ programme. UAE’. Divya Rajesh, an IP Administra- practical tips that Faisal provided also tor in our IP/IT team, participated in generated a lively discussion amongst the programme as a trainee. the participants. Law Update 29 Intellectual Property Al Tamimi & Company Re-Elected to the Board of BPG Omar Obeidat, Partner and Head of Nokia, and Rouse & Co. During the replication of genuine goods and Al Tamimi’s IP/IT Department, was annual meeting, which was attended interested in the enforcement of re-elected to the Board of by guests from Dubai Customs, Intellectual Property Rights. Based in Directors of the Brand Owners Dubai Municipality and Dubai De- Dubai, the BPG was founded in 2005 Protection Group (BPG). partment of Economic Development, and carries out activities throughout Omar Obeidat gave a presentation to the GCC member states and Yemen, The BPG, the largest anti-counterfeit the delegates about the challenging and has engaged in many work- not for profit organization in the areas in the IP Enforcement arena shops aimed at training Government region, held its Annual General and addressed, to the officials, the officers and enforcement agencies Meeting at the Fairmont Hotel on ideas of BPG members in address- on anti-counterfeiting. December 15, 2010 and elected its ing these challenges. The BPG is new Board of Directors, consisting a group of world leading brand of representatives of Al Tamimi & owners and legal consultants who Company, Nestle, Ford, Nissan, BAT, are alarmed at the continuous illicit Al Tamimi and TECOM work together to promote ICT in the UAE David Yates, Head of Commercial IP at [email protected] or you can and Technology, and his team have download the report from collaborated with business parks www.tamimi.com Dubai Internet City and Dubai Out- source Zone to produce the first David and his team are now working edition of a newsletter “ICT in the on the next edition which will focus UAE”. The first edition, issued in two on various legal issues arising from parts, covered the following topics: e-commerce. ICT is an area of con- “IT Outsourcing Governance”; “Best tinuing growth throughout the Middle Practice: Latest Issues in Outsourc- East and Al Tamimi & Company is well ing Contracts”; “Online Promotional placed to provide quality legal servic- Campaigns: Pitfalls and Permits” and es to a broad range of clients in this “Cyber Crimes in the UAE”. The busi- area. “ICT in the UAE” is to be a regu- ness parks issued a media release lar publication which leverages from to promote the publication, posted our firm’s already strong relationship the publication on their websites with TECOM business parks, built and are distributing copies to media over a number of years through the outlets and business park partners. continued efforts of Samer Qudah, Anyone who is interested in obtain- Partner and Omar Obeidat, Partner ing a copy can contact David directly and Head of IT/IP among others. 30 Law Update IP Laws and Practice: Developments in Iraq and Yemen Mohammed Ali, Associate There have been some recent developments in the Intellectual Property, IT intellectual property regimes of Iraq and Yemen. New Trademark Regulations mark applications, but trademark ;OLVWWVZP[PVUWLYPVKMVYH in Iraq practitioners in the region believe trademark will be reduced to With a view to expediting the regis- that the Iraqi Trademark Registry will three months instead of the tration process for pending trade- also be able to examine newly filed current six months. mark applications in Iraq, the Iraqi trademark applications in relatively (NYHJLWLYPVKVMVUL`LHY^PSSIL Trademark Registry has decided good time. granted to renew registered trade that the examination of trademarks marks instead of the current will be carried out in chronological New Trademark Law in three months. order, as opposed to the current Yemen 5L^WYV]PZPVUZ^PSSILPUJVYWV- random approach to examination. Yemen’s new Trademark and Geo- rated regarding the protection of This means that, in terms of exami- graphical Indications Law, issued geographical indications. nation of trademarks, priority will be on 22 November 2010, will come >LSSRUV^U[YHKLTHYRZ^PSSIL given to old applications. As a result into force in February 2011, three protected. of this development, a large num- months after its issuance. The law ;V\NOWLUHS[PLZ^PSSILPU[YV- ber of old trademark applications, encompasses new procedures, duced against trademark in- which have been pending for years, definitions, provisions and regula- fringements. are expected to be examined and tions regarding trademarks and complete the registration formalities geographical indications. Trademark practitioners throughout shortly. the region appreciate that all the This may cause some delay in the The main features of the new law new changes are positive and will be examination of recently filed trade- can be summarized as follows: beneficial to brand owners. JTI counterfeit awareness workshop in Germany of its intellectual property rights against counterfeiters. The key objective of the workshop was to give the participants from Dubai Customs, one of the major IP enforcement agencies in the UAE, specialized training in respect of JTI’s brands, and to share with the participants the latest techniques, instruments and investigation meth- The Dubai Customs inspectors dem- odologies to assist Dubai Customs in onstrated a high level of knowledge distinguishing between genuine and and experience in IP enforcement. counterfeit cigarettes. JTI issued certificates to the partici- pants in recognition of their partici- In November 2010, Munir Suboh, an The workshop included a detailed pation in the training workshop, and associate of the IP/IT Department, induction into the unique elements Dubai Customs presented JTI with along with six senior inspectors of of genuine JTI products. The par- a plaque to show its appreciation of Dubai Customs, travelled to Ger- ticipants received a comprehensive the value of the training provided by many to attend a highly specialized, orientation on practical elements JTI. anti-counterfeiting product recogni- that inspectors need to consider tion workshop. The workshop was when trying to distinguish genuine Munir Suboh handles anti-counter- organized and sponsored by the JTI cigarettes from fakes. They also feiting activity in the UAE for JTI Global Quality Assurance Depart- visited a JTI tobacco factory and and has represented the company in ment of Japan Tobacco International observed the manufacturing process various raids and legal actions. He Germany GmbH. JTI is a leading on the production lines. The training accompanied the group from Dubai world-wide tobacco company that was concluded with a visit to the JTI Customs to support the entire event heavily invests in protecting the in- Research & Development Centre. on behalf of JTI. tegrity of its brands and enforcement Law Update 31 News & Events Telecommunications Head addresses M&A conference in Qatar At the recent M&A Corporate Finance and Advisory Conference held in Doha, Qatar, Al Tamimi’s Head of Telecommunications, Philip Brazeau, addressed M&A profes- sionals and investment bankers on the Mergers and Acquisitions activity taking place in the telecoms sector. In addition to addressing transactions such as the Qtel/ Watanyia purchase of 50% of Tunasiana for $1.2bn, Etisalat purchase of 46% of Zain for $11.7bn Philip took the audience through the legal and regulatory intrica- cies associated with acquisitions in the telecommunications sector such as License requirements, applications for approvals from Telecom Regulators and the exigencies of capital market legislation. Highlighting the importance of intangibles such as intra country relationships, strong balance sheets and regulatory policy, Philip went on to address the promising aspect of future consolidations in the telecoms sector. Doing Business Seminar - Tokyo, Japan In light of Al Tamimi & Company’s growing and val- ued client-base in Japan, during the second week of December, 2010 Muhammad Arif Saeed from our KSA office and Steve Bainbridge from out DIFC office visited Tokyo at the invitation of the leading Japanese law firm, Nishimura and Asahi, to present and participate in panel discussions held at a joint seminar at the headquarters of the Japan Bank of International Cooperation (JBIC). The seminar was primarily designed to provide Japa- nese investors with insight into certain issues to con- sider when investing in KSA and the UAE. The seminar was sponsored by JBIC together with the Japan External Trade Organization (JETRO) and the Japan Cooperation Center for the Middle East (JCCME); and, although originally organized for an audience of 150, the seminar was attended by over 190 delegates from key corporate, governmental and institutional entities from across the Japanese business landscape. The half-day seminar concluded with a robust question and answer forum and was followed by an interactive reception that allowed the panel speakers and delegates an opportunity to elaborate on topical legal issues in a more informal atmosphere. While the seminar event was the focal point of the trip, it was a busy week and there was a full schedule of business development activities ranging from meetings with fellow counsel and clients old, new and prospective as well as audiences with the Director-General for Natural Resources and Energy Policy at the Agency for Natural Resources and Energy and the Vice-Minister for International Affairs at the Ministry of Economy Trade and Industry and a speaking engagement at Waseda University. The Resurgence of the IPO Optimizing and Executing UAE Offerings Al Tamimi & Company will be hosting a topical seminar examining a range of areas including: <(,]HS\H[PVUWYVJLZZ 3LNHS9VHKTHWMVYVMMLYPUNZ 5L^VMMLYPUNTVKLSZMVY0ZZ\LYZ *OHSSLUNLZMVY<(,0ZZ\LYZ ;OL:*(YLNPTL For more information, or to ensure you receive an invitation, please contact [email protected] 32 Law Update Corporate Commercial Summary Winding Up of Jebel Ali Free Zone Offshore Companies Avoiding Delay Bilal Al Sabbah, Associate Corporate Commercial Introduction and Scope of (“JAFZA”) the preferred mode, in most This article attempts to describe this Article cases, has been the summary winding steps to be taken to summarily wind The unprecedented financial crunch up (also called Voluntary Winding up). up a JAFZA offshore company. It is experienced globally has forced many recognized that this Article may not businesses to question their existing In the background of the recent desire address completely all the ques- corporate structures, and also to con- to keep group structures to the bare tions which may be relevant in this sider ways in which these structures minimum in order to reduce costs, regard as it is intended to provide a can be realigned with minimum cost, there can be several reasons why quick insight into the subject matter which has, in some cases, necessi- shareholders might wish to summarily covered: the article is designed as a tated winding up group companies. wind up a JAFZA offshore company. A starting-point for a more detailed and business may have run its course; the comprehensive consideration of the As offshore companies have often company may be inactive (and there- issues covered herein. been used in cross-border transac- fore not serving any useful purpose); tions, they have recently been the or a shareholder may simply wish to Governing Regulatory subject of winding up with share- receive his share of its assets. What- Regime holders wanting to do this involving ever the reason, one should know that The concept of the offshore was first minimum costs. the process of winding up a company introduced in Dubai in late 2001 but is not always a simple one and there it took concrete shape on January For offshore companies set up in are a number of matters that should 15, 2003 when Jebel Ali Free Zone the Jebel Ali Free Zone Authority therefore be considered beforehand, Offshore Companies Regulations so that everything proceeds smoothly. 2003 came into force. Jebel Ali Free Law Update 33 Corporate Commercial Zone Offshore Companies Regula- Who can wind up the company? identified by the company’s bank. tions 2003 (the “Regulations”) laid A summary winding up may be done Normally the bank will auto- down detailed rules and regulations only by the members of the offshore matically suspend the company’s for offshore companies in JAFZA. The company. Article 18 of the Regula- banking facilities until the winding procedure which governs the tions defined the “Members” term by up is either completed or terminat- summary winding up of a Jebel Ali (1) the incorporators of an offshore ed. Clearly, if banking facilities are offshore company is set out in company and (2) Every other person suspended, this will make it very Articles 70 to 79 of the Jebel Ali who agrees to become a shareholder difficult to trade and cause serious Offshore Regulations 2003. of an offshore company, and whose disruption. There is normally no name is entered in its register of way to prevent this once a Sum- The Regulations recognize three types members. mary Winding up has been issued. of winding up and they are: Statement of Solvency +PYLJ[VY0U]LZ[PNH[PVU(Z^LSS :\TTHY`^PUKPUN\W To commence the procedure an as disposing of the company’s *YLKP[VYZ»^PUKPUN\W^OPJOHW- offshore company has to pass the assets, the liquidator may, under plies after the commencement of so called Statement of Solvency for Part 14 of the Regulations, request a summary winding up, where the Summary Winding up. Article 71(2), from the Registrar to appoint in- directors or the liquidator form the which is relevant in this regard states spectors to investigate the affairs opinion that the offshore company as follows: of the company and the activities has liabilities which it will be un- of the company’s directors to en- able to discharge in full within six “A statement of solvency shall be sure that they have acted properly months after the commencement signed by each of the directors and and according to their directors of the winding up; and state that, having made full inquiry duties as prescribed in the Regu- >PUKPUN\WI`[OLJV\Y[\UKLY[OL into the offshore company’s affairs, lations. If the appointed Inspec- UAE Commercial Transactions Law each of them is satisfied: tor believes that the directors are No. 18 of 1993 (Volume 5, Bank- guilty of wrongful trading (trading ruptcy and Preventive Composi- ;OH[[OLVMMZOVYLJVTWHU`OHZUV while knowing that the company tion) and other applicable legisla- assets and no liabilities; or was insolvent) and pointed out tion. ;OH[[OLVMMZOVYLJVTWHU`OHZHZ- this conclusion in his report to the sets and no liabilities; or Registrar, the director in default Preconditions for ;OH[[OLVMMZOVYLJVTWHU`^PSS will be personally responsible Commencement of Summary be able to discharge its liabilities for such liabilities of the offshore in full within six months after the company as are incurred at the Winding up commencement of the winding up, time of his wrongful acts1. In ad- as the case may be.” dition he might get banned from A process that avoids supervision all current and future directorships of court Difference between the law and for a period of time and he or she In case of summary winding up, the practice might risk being accused of com- entire process is done without court In practice, the Offshore Registrar mitting an offence2. This procedure supervision. When the winding up is would normally require that the state- is commonly known as blacklist- complete, the relevant documents are ment of solvency be signed by all of ing. If blacklisted, a director in filed before the Registrar for obtaining the shareholders of the offshore com- default will have to give up all the letter of dissolution. pany (as opposed to the directors as other directorships that he or she provided for in the law) or their duly currently holds. Circumstances in which a company authorized representatives. can be wound up summarily 0MJVTWHU`KPYLJ[VYZHYLMV\UK The Regulations also set out certain Repercussions of summary winding guilty of continuing to allow a circumstances in which a company up on directors of company business to trade while insolvent may be wound up summarily and they Whether or not a company’s directors or with lack of cooperation with are: are happy to allow their company to the appointed liquidator, they may be wound up, the process may have become personally liable for >OLU[OLVMMZOVYLJVTWHU`OHZ very serious consequences for the committing an offence. no assets and no liabilities, or directors involved. The three main ;OLVMMZOVYLJVTWHU`OHZHZZL[Z areas that company directors need to Steps Towards Summary and no liabilities; or be aware of are summarised below: ;OLVMMZOVYLJVTWHU`PZHISL[V Winding up discharge its liabilities in full within -YLLaPUNVM*VTWHU`)HUR(J- six months after the commence- First – commencement, statement counts - Once a Summary Wind- of solvency and appointment of ment of the winding up which ing up notice is advertised in the commences on the passing of liquidator newspaper by the registrar, it is As mentioned above, the offshore shareholder(s) resolution for sum- assumed that this should be mary winding up. company has to pass a Shareholder(s) 34 Law Update Resolution calling for the commence- the offshore company which will the winding up distributed any of its ment of the Summary Winding up and be submitted to the Jebel Ali Free assets among its members. In addi- shall include: Zone Authority. On the appointment tion, the offshore company must not of a liquidator all the powers of the have received any contribution from (Z[H[LTLU[VM[OLYLHZVUMVY directors cease except so far as the any present or past member pursu- Winding Up, and resolution appointing the liquidator or ant to Regulation 100 which requires (Z[H[LTLU[VM0UZVS]LUJ`HUK any subsequent resolution otherwise every present and past member which (Z[H[LTLU[[OH[[OLJVTWHU`PZ provides and, subject to any such was a member for less than one year and will continue to be able to dis- resolution and to Regulation 75, all before the commencement of the charge or pay, provide for the pay- those powers shall thereafter be exer- winding up to contribute to its assets ment of all claims, debts, liabilities cisable by the liquidator. to an amount sufficient for payment of and obligations in full, and its liabilities arisen after their mem- (Z[H[LTLU[VM[OLUHTLHUKHK- Fourth - advertisement bership, and the expenses of the dress of the appointed liquidator The Registrar upon receipt of the winding up. and the remuneration proposed to above mentioned documentation will be paid to the liquidator. post an advertisement in a public Distinction Between Winding up” news paper on the expense of the and “Striking off” If a statement is delivered that con- offshore members. The terms “Winding up” and “Strik- firms that the offshore company has ing off” are sometimes erroneously assets and no liabilities the offshore After the collapse of 14 days period used to mean the same thing. How- company shall forthwith proceed from the advertisement date the ever, they are quite different in their to distribute its assets among its Registrar will issue a Letter of meanings. Winding up is a process members according to their rights. In Dissolution for the offshore company whereby all assets of the company the event the statement provides that unless reason is shown to the are realized and used to pay off the the offshore company will be able to contrary. liabilities and members. Striking off discharge its liabilities in full within of the company takes place after the six months after the commencement Some Relevant Aspects to entire process of winding up is over. of the winding up, the assets of the Summary Winding up Striking off practically ends the offshore company shall be applied in corporate existence of the company. satisfaction of the offshore company’s Does the validity of an offshore liabilities and, subject to that applica- company effect the commencement Pursuant to Article 113 of the Regula- tion, shall be distributed as aforesaid. of Summary Winding up? tions the Registrar has been granted In both scenarios appearing above, The Regulations are silent in this authority to strike off a company the appointed Liquidator will review regard, but the offshore Register has that he has cause to believe is not in all of the company’s assets and try adopted an approach to facilitate the business or operation. This is usu- to sell them to repay the company’s Summary Winding up without extra ally because documents have not members or creditors as may the case expenses whereby it would be ac- been delivered by the company, and be. The company’s assets are sold ceptable to file the winding up Reso- in particular because it has not been and the surplus, if any, shall be dis- lution within 6 months of the expiry renewed annually, and because there tributed among the members, the liq- date, the period of 6 months is based has not been a response to statu- uidator, having made full inquiry into on the fact that offshore companies tory enquiries sent to the registered the offshore company’s affairs, shall can benefit from a grace period of 6 office. Notwithstanding the above, it apply to the Registrar for the business months after the commencement of is not a recognized practice in JAZFA to be dissolved through submitting a winding up to settle their affairs. In Offshore Registration to strike off statement that he is satisfied that the this sense, summary winding up is not defunct offshore companies. offshore company has no assets and possible after 6 months of the expiry no liabilities. The company will not of the offshore company. Conclusion be dissolved unless the statement is Summary winding up is currently submitted before the Registrar. Termination of Summary being preferred as a way to wind up Winding up insolvent JAFZA off shore companies. Second – return of originals Where the summary winding up of an This procedure is relatively quick, All originals which were given to the offshore company has commenced; however, cannot be used for disputed offshore company by the Registrar the termination of this winding up debts and, if the offshore company must be returned. may only occur by instrument of a has debts due to it, members of the shareholder resolution approving the offshore company should consider Third – liquidators report termination of the winding up pro- all the debt recovery options before The appointed liquidator will need cess and provided that the offshore proceeding down this path. to formulate a liquidation report for company has not for the purposes of Footnotes 1See Article 41 of the Offshore Regulations 2003 2Article 76 (7) of the Offshore Regulations 2003 Law Update 35 Corporate Commercial New Year’s Resolutions Labour Relations in the UAE Rebecca Ford, Senior Associate Employment The beginning of 2011 has seen a number of new Cabinet and Ministerial Resolutions hitting the headlines as they have wide-ranging effects on labour relations in the UAE. This article provides an overview of the key changes which have been introduced. Work Permits stating that this new permit shall sored by their employer, rather There are now five internal work enable employees to take up a than their spouse. permits which may be provided by second part-time job, in addi- the Ministry of Labour to individu- tion to any full time position they 1\]LUPSL7LYZVUZ>VYR7LYTP[¶PZ- als working in the UAE. These were may already undertake. Although sued to nationals or non-nationals introduced in Cabinet Resolution No. the Resolution itself does not between the ages of 15 and 18. 25 of 2010 concerning Internal Work expressly make this point, clearly Permits Applicable in the Ministry of the Ministry of Labour may choose Waiver of six-month ban in Labour and are considered below. to issue part-time work permits in certain cases order to enable them to be used in In addition to the introduction of the >VYRLY;YHUZMLY7LYTP[¶HWWSP- this way. At present, how part time five internal work permits, Cabinet cable where a non-national worker workers may be treated in respect Resolution No. 25 of 2010 also pro- is already working in the UAE and of the minimum rights under the vides that the Minister of Labour will is transferred from one organisa- UAE Labour Law (which currently issue a decision defining worker cat- tion to another. For this permit to makes no provision for part time egories, cases, conditions, controls apply, both organisations should working) is not clear. However, and standards by which a work permit be registered with the Ministry of this is an exciting development may be issued for non-nationals Labour. that will no doubt become clearer without being bound by the standard in the coming months, as issues six-month post employment work ;LTWVYHY`>VYR7LYTP[¶PZZ\LK arise and are taken to the Ministry ban, which is usually imposed by the to a national or non-national who of Labour or the Labour Court. Ministry of Labour. In this regard, the is to be employed on a project or Resolution identifies three factors in a role which is not for more than >VYR7LYTP[MVY7LYZVUULS:WVU- which the Minister of Labour should six months in duration. sored by their kinship – issued take into account when providing the where dependents are recruited by decision on the waiver of the six- 7HY[;PTL>VYR7LYTP[¶PZZ\LK an organisation. This means that month ban as follows: to a national or non-national who expatriates will be able to act as is recruited for a role where they official work sponsors for their de- *HZLZ^OLYLHULTWSV`LYOHZ are to be working less than the pendents. Whilst this is no doubt breached their obligations to the normal working hours of full time a welcome development for some, employee, or where the employee employees within an organisation, we believe that this does not nec- is not the cause of the termination undertaking the same job. Nor- essarily enable a spouse to work of the employment. We believe mal working hours for a full time from home on their own account that this factor may have been employee are generally 8 hours (in the absence of the necessary introduced to address the situation per day (which is the stated maxi- approvals and trade licence). In where employees are made re- mum under the UAE Labour Law addition, this may lead to employ- dundant, for no fault of their own, (UAE Federal Law No. 8 of 1980, ers shifting the cost of the permit due to economic difficulties of the as amended)), excluding lunch. A fees onto the dependant’s spouse, employer. Subject to the decision senior Ministry of Labour official and thus ultimately encourage of the Minister of Labour, this may has been reported in the press as more women to be directly spon- 36 Law Update mean that such employees would employers fell within one of three up of professionals earning a cer- be able to easily transfer to an- categories, which were identified tain level of remuneration, and UAE other role, without waiting for the with regard to their compliance with nationals must make up at least 15% requisite 6-month period. Emiratisation and cultural diversity of the professional levels. UAE nation- requirements. These categories de- als must be eligible for a government ;OL<(,SHIV\YTHYRL[ULLKMVY termined the level of fees payable by pension (or pension and social secu- employees with higher qualifica- employers, as well as the bank guar- rity provided by the relevant Emirate) tions, distinguished expertise, and antees payable on recruitment. to form part of the Emiratisation quota technical specialities. This factor under this class. will be helpful in ensuring that Employers will now be determined as those workers with particular skills falling within three new classes, with First class category status can only which are useful to the UAE are the second class being divided further be awarded by resolution of the Min- not lost by reason of the fact they into three sub-classes. The second ister of Labour, and banks and insur- are unable to work in the UAE for class (and its sub-classes) is similar ance companies can only be eligible the six-month period and move to to the three categories previously if they have previously met all Emirati- another country as a result. imposed. sation quotas prior to 1 January 2011. :L[[PUN[OL[PTLWLYPVK[OH[[OL The new “first class” category may be The new “third class” category has employee must spend with the ex- achieved by an organisation, pro- now been introduced for employ- employer and the categories which vided that it has complied with certain ers who accumulate certain “black may be excluded from this legal regulations and standards, such points” (as set out below). condition. as adherence to cultural diversity requirements, commitment to pay Violations of Labour Classification of wages correctly, provide appropri- Relations Regulations Organisations ate labour accommodation, as well In Ministerial Resolution No. 1187 of Prior to the changes implemented as a new Emiratisation requirement. 2010 on Regulations and Criteria of by Ministerial Resolution No. 1187 In order to achieve the first class Classifications of Establishments, the of 2010 on Regulations and Criteria category status, at least 20% of an Ministry of Labour has sought to of Classifications of Establishments, employer’s workforce must be made Law Update 37 Corporate Commercial address certain bad practices and violations which have become preva- lent in the recent economic downturn. For serious violations, the imposition of black points may immediately cause an organisation to be downgraded The Resolution introduces three to the third class category, which will affect the categories of violation and depend- ing on their seriousness, imposes “requirements imposed upon the organisation. “black points”, and fines. For serious violations, the imposition of black points may immediately cause an 11. Undertakes recruitment, supply There are 4 violations in the third organisation to be downgraded to the or hire of workers, without an ap- category which are where an organ- third class category, which will affect propriate licence from the Ministry isation: ” the requirements imposed upon the of Labour; organisation, for example, in respect 12. Does not use, employ, or recruit 1. Fails to participate in the WPS; of bank guarantees. Alternatively for employees to practice work for 2. Fails to comply with applicable less serious violations, black points a period exceeding two months; standards of occupational health imposed have a cumulative effect and and and safety, or fails to comply with are maintained for one year on the file 13. Compels an employee to pay for prescribed procedures, to prevent of the organisation. If an organisation the expenses of recruitment and health and safety risks; exceeds 100 black points, within any employment. 3. Fails to notify the Ministry of given year, it may be downgraded to Labour regarding work injuries, the third class category. Violations in this first level attract an occupational disease, or death of immediate 100 black point penalty, the worker, resulting from working There are 13 violations in the first so that an organisation is automati- conditions, within 48 hours of the level and these are where an cally downgraded to the third class occurrence of the injury, disease, organisation: category and is also fined. The fine or death; and in most cases is AED20,000 for each 4. Fails to rectify any violation of 1. Is convicted of recruiting indi- violation or worker in respect of which standards of workers’ accommo- viduals not legally present in the the organisation is in breach. How- dation within any timeframes set country; ever, in three instances, the Ministry by the Ministry of Labour. 2. Is convicted of trafficking people; of Labour has discretion to impose 3. Falsifies their Emiratisation com- a fine within a range, so that where Violations in the second level at- pliance; the violation is as set out in (6) above tract 70 black points, as well as a 4. Deliberately provides incorrect in- in the first level, the fine is not less fine of AED20,000 for each violation formation in respect of the wages than AED10,000 and not more than or worker in respect of which the protection system (WPS), for the AED50,000, and where the viola- organisation is in breach. Violations in purposes of evading or manipulat- tion is as set out in (7) or (8) above the third level attract 50 black points, ing the regulations relating to the in the first level, the fine is not less as well as a fine of AED10,000 for WPS; than AED5,000 and not less than each violation in respect of which the 5. Recruits juveniles or women in AED50,000. organisation is in breach. hazardous conditions or which may be harmful to health, in There are 6 violations in the second The simultaneous issuance of such breach of applicable regulations; category and these are where an wide ranging Resolutions that affect 6. Closes, suspends or fails to organisation: labour relations in the UAE is certainly practice its commercial activities unprecedented, and with the Minis- without settling the dues of its 1. Fails to comply with applicable try of Labour promising that further employees; procedures for the employment of changes are due to be implemented 7. Fails to pay an employee for 60 nationals; very soon, the actual effect of all days or more; 2. Fails to comply with any Ministry these changes will certainly take time 8. Has employees who sign docu- of Labour summons and related la- to assess. What is abundantly clear ments which falsely indicate that bour affairs, on the dates required however is that the UAE government they have received their labour by the Ministry of Labour; seems to be determined to implement entitlements; 3. Fails to take necessary action to changes to the existing systems in 9. Provides accommodation to register absconded employees; place. Whether or not these changes workers which fail to comply with 4. Vexatiously or falsely reports an are a precursor to the long-awaited standards contained in applicable employee as having absconded; change to, or merely designed to be regulations; 5. Fails to ensure that applicable effected in place of, the UAE Labour 10. Recruits or allows an individual employees do not work during any Law remains to be seen. to work for a third party, without prohibited work period in the sum- obtaining a work permit from the mer; and Ministry of Labour; 6. Provides incorrect documents or data to the Ministry of Labour. 38 Law Update Maritime, Aviation & Insurance New Maritime Law Omar Omar, Senior Associate Maritime, Aviation & Insurance The New Maritime Law is about to be endorsed. These are very exciting times for the Al Tamimi Maritime, Aviation & Insurance lawyers and indeed, many others, who have been involved with amendments to the law. Law Update 39 Maritime, Aviation & Insurance When this law is endorsed and completed or to discharge the Nonetheless, the new Maritime Law published, the UAE shipping and cargo and re-ship onto another is definitely a huge step in the right associated industries will be sailing vessel. direction. In a country capable and toward new, unlimited horizons. 0UJS\KPUNHUL^ZLJ[PVUYLN\SH[PUN used to reducing storms to wind in a Marine Agents work and teacup, we are all confident the UAE The change starts with the name, operations. will eventually claim its rightful where, as you will have noticed, I (KKPUNHUL^[PTLIHYJSH\ZL position as an international registry. referred to the law as the “Maritime regarding bareboat-chartered Law” instead of the original “Com- vessels. mercial Maritime Law”. There are a number of major amendments to the new law, which include, but are not limited to: The UAE distinguished shipping (SSV^PUNJVTWSL[LUVU<(,V^U- expertise and infrastructure will ership for vessels registered in the UAE. “gradually establish the UAE as a ,_[LUKPUN[OL:[H[L»ZH\[OVYP[`[V fight drug and human trafficking recognized regional and international occurring in foreign vessels with UAE territorial waters. registry. 9LN\SH[PUN[OLYLNPZ[YH[PVUHUK licensing of pleasure and fishing boats under 10 tons. -VYLPNU=LZZLSVWLYH[PVU^P[OPU The proposed amendments” to the UAE special Economic Zones. law are all substantial and important, 9LK\JPUN[OLX\HU[\TYLX\PYLK however, the amendment, which is of to approve vessel mortgages from particular interest to me, relates to 75% to 50%. permitting full non-UAE vessel >PKLUPUNWVY[SVJHSH\[OVYP[`[V ownership and the authorization to detain vessel departure. establish an open vessel registry. ,_[LUKPUNSH[LU[KLMLJ[[PTLIHY[V include vessel repair as in vessel Although, we still believe the term construction. “open registry” may not be the most 0KLU[PM`PUN[OLKLI[YLZ\S[PUN suitable term to describe the UAE from vessel sale as a marine debt ambitions in this regard, we are sure enabling creditors to arrest the that with the UAE distinguished ship- vessel against such debt however; ping expertise and infrastructure, this restricting the arrest right only on will gradually establish the UAE as a the vessel itself and not including recognized regional and international sister vessels. registry. Furthermore this amendment >PKLUPUN[OLYHUNLVMTHYPUL paves the way for large UAE fleets debts acceptable to arrest a under other international registered vessel. flags to return to where they belong. +LSL[PUN[OLOV\YZL_LJ\[PVU Such registry procedures will become requirement between notifying the a beacon, signaling all vessel owners debtor to pay and vessel auction. in the region to register their vessels 9LK\JPUN[OL]LZZLSH\J[PVU in the first Class A registry in this part sessions into one with a of the world. possibility of extending to another hearing instead of three. Also, the We know and recognise there is new law will require the awarded a long road ahead, yet we remain party to deposit 1/3 of the price optimistic. There is a need to amend and expenses immediately after some other associated laws and the award and to deposit the rest regulations. There is also a need for within 3 days. Currently, the upgrade and standardization across existing law requires full payment many fields and areas within the the next after the award. shipping industry. There is an 0UJS\KPUNHUL^JSH\ZLYLNHYKPUN unresolved amount of determination vessel repair where the shipper/ and resolution necessary to ensure charterer will have the choice to these requirements are met. either wait until the repairs are 40 Law Update Jordan Khaled Saqqaf presents in Washington DC at the TRACE Annual Member Forum Part 2 - October 20, 2010. TRACE (A leading anti-bribery training and compliance organization) where Khaled Saqqaf, special counsel, Head of the Corporate & Commercial department in both the Jordan & Iraq offices, presented during their Annual Member Forum in Washington D.C. The title, ‘Anti-Corruption Challenges OECD Benchmark Report, and found scrutinize public procurement in Iraq & Afghanistan’, dealt with the that Iraq’s 2004 procurement law contracts, and to initiate major challenges Iraq faces in com- and supporting regulations provided proceedings against offenders. bating corruption. In part 1, Khaled extensive provisions adequately deal- presented an overview of the main ing with the whole of the procurement Khaled continued by explaining fur- Iraqi laws and regulations relating to process. ther relevant legislation, steps taken anti-corruption and the steps taken in in 2008 to combat corruption, the es- 2008 to combat corruption (particu- However, the following problems were tablishment of anti-corruption agen- larly Iraq’s accession to the UNCAC), identified: cies in Iraq, and the Iraqi approach of as well as reviewing Iraq’s main anti- creating several authorities in charge corruption bodies, and particularly - Little co-ordination of procure- of combating corruption in Iraq; each how effective they are in performing ment practices across government with its own individual competences. their functions. organizations, and relatively non- existent co-ordination with Iraq’s For a full copy of both presentations, In part 2, the focus Khaled presented other anti-corruption agencies please contact Khaled Saqqaf at: on was the tendering process which - Lack of transparency in practice. [email protected] dealt with; Public Contracts, Con- - Problems relating to sub-contract- tracting Departments with in the Gov- ing (no-accountability). ernments, Financial Requirements, Methods of Contracting, Notice of The Final Recommendations were; Tenders and finally the Tender Periods ,UJV\YHNLHUKYL^HYK[OLYLWVY[- which leads into Final Approval. ing of corruption cases. The conclusions of the presentation 6YNHUPaLH^HYLULZZJHTWHPNUZ noted that; about the causes of corruption, its negative impacts, and interna- OECD conducted a public procure- tional best practices to combat it. ment review on Iraq, Improving ,Z[HISPZOHUPUKLWLUKLU[JVT- Transparency within Government mittee with federal budget, which Procurement Procedures in Iraq: should have the competence to Law Update 41 Kingdom of Saudi Arabia Saudi Arabia - New Web Publishing Law Salah Deeb, Senior Associate Intellectual Property, IT Saudi Arabia has recently announced (U`MVYTVM^LIW\ISPZOPUN[OH[ deputy and the author are respon- new implementing regulations for the Ministry of Information and sible for the content. Furthermore, web publication (the “Regulations”) Culture decides to add from time the licensee must specify who is which will come into force after one to time. responsible for content, otherwise he month from publication in the offi- will be liable. The owner of a personal cial gazette. The Regulation applies Types 1-6 are subject to license website is responsible for the content. to owners (whether Saudi nationals and types 7-12 along with type 13, or residents of Saudi Arabia) of web are subject to registration with the A person found to be acting in publication means operating from Ministry of Information and Culture. violation of the Regulations is subject Saudi Arabia and foreign websites An applicant for a license must; (a) to one of the following penalties: that are hosted in Saudi Arabia. be a Saudi; (b) be no less than 20 years of age; (c) have high school 6ISPNH[VY`W\ISPZOPUNVM The Regulations regulate 13 types of certificate; (d) hold an appropriate corrections; web publications which are as fol- license for the same activity; (e) be of -PULZ" lows: good behavior and conduct; (f) have *VTWLUZH[PVUMVYPUMYPUNLTLU[ a specific mail address; (g) specify against private rights; ,SLJ[YVUPJUL^ZWHWLYZ" email address; (h) employ editors in 7HY[PHSISVJRPUN" 4LKPH^LIZP[LZ;=YHKPV chief who have been approved by the ;LTWVYHY`ISVJRPUNMVYTVYL[OHU newspapers, magazines…etc); Ministry of Information and Culture; two months; or ,SLJ[YVUPJHK]LY[PZPUN" (i) have a domain name. An applicant ;V[HSISVJRPUN >LIZP[LZMVYKPZWSH`PUNH\KPV for registration must; (a) be a Saudi visual materials; or resident of Saudi Arabia ;(b ) be of The Regulations provide a grace )YVHKJHZ[]PHTVIPSLWOVUL" good behavior and conduct; (c) have period of six months from publication )YVHKJHZ[]PHV[OLYTLHUZ" a specific mail address; (d) specify in the official gazette for owners to -VY\TZ4VU[HK`H[" email address; (e) have an operational register and obtain a license. )SVNZ" website. 7LYZVUHS>LIZP[LZ" 4HPSPUNNYV\WZ" The Regulations specify who is liable ,SLJ[YVUPJHYJOP]L" for the content published on the web. *OH[[PUNYVVTZ"HUK For example, the editor in chief or his 42 Law Update Legislative Update United Arab Emirates Ministry of Justice 31st October 2010 40th Year Issue No. 514 13 Dhu Al Qi’dah 1431 OFFICIAL GAZETTE FEDERAL DECREES 81 of 2010 Appointing a director general at the President’s Protocol Division 82 of 2010 Establishing the Shamsa bint Suheil Award for Creative Women DECISIONS OF THE UAE PRESIDENT President of the UAE decision appointing the Board of Trustees of the Shamsa bint Suheil Award for 1 of 2010 Creative Women MINISTERIAL DECISIONS -YVT[OL4PUPZ[Y`VM,U]PYVUTLU[ >H[LY Minister of Environment & Water decision regarding the catching of shallow water migratory fish 609 of 2010 using enclosures in the Emirate of Dubai Minister of Environment & Water decision regarding the catching of shallow water migratory fish 610 of 2010 using enclosures in the Emirates of Sharjah, Ajman & Umm Al Quwain Minister of Environment & Water decision regarding the catching of shallow water migratory fish 611 of 2010 using enclosures in the Emirate of Ras Al Khaimah Minister of Environment & Water decision regarding the catching of shallow water migratory fish 612 of 2010 using enclosures in the Eastern Region -YVT[OL4PUPZ[Y`VM:VJPHS(MMHPYZ Minister of Social Affairs decision announcing the establishment of Al Reef Cooperative Service 427 of 2010 Society Minister of Social Affairs decision announcing the establishment of Ahmed bin Zayed Foundation for 428 of 2010 Charity & Humanitarian Works -YVT[OL4PUPZ[Y`VM1\Z[PJL 1150 of 2010 Minister of Justice decision re child visitation and custody regulations -YVT[OL4PUPZ[Y`VM,JVUVT` 358 of 2010 Minister of Economy decision revising the Articles of Association of Noor Takaful Family PJSC Law Update 43 Legislative Update Minister of Economy decision announcing a revision of the Articles of Association of Gulf Finance 371 of 2010 Corp PJSC 372 of 2010 Minister of Economy decision announcing the incorporation of Itiqan Real Estate PSC Minister of Economy decision approving the guide to procedures for licencing branches and offices 377 of 2010 of businesses incorporated overseas and in free zones in the UAE 394 of 2010 Minister of Economy decision revising the Articles of Association of Al Sagr National Insurance PSC 395 of 2010 Minister of Economy decision revising the Articles of Association of Dubai Islamic Bank PJSC Minister of Economy decision revising the Articles of Association of Ras Al Khaimah Poultry & 400 of 2010 Feeding PSC 401 of 2010 Minister of Economy decision revising the Articles of Association of Ras Al Khaimah Ceramics PSC Minister of Economy decision revising the Articles of Association of International Fish Farming 429 of 2010 Holding Co. PJSC ADMINISTRATIVE DECISIONS -YVT[OL:LJ\YP[PLZ *VTTVKP[PLZ(\[OVYP[`! Decision of the Chairman of the Board of Directors of the Securities & Commodities Authority 43 of 2010 regarding deregistration and cancellation of the licence of Invest One Financial Brokerage Decision of the Chairman of the Board of Directors of the Securities & Commodities Authority 44 of 2010 regarding deregistration and cancellation of the licence of Al Madina Financial Brokers Decision of the Chairman of the Board of Directors of the Securities & Commodities Authority 45 of 2010 revising the brokers regulations Decision of the Chairman of the Board of Directors of the Securities & Commodities Authority 46 of 2010 revising the disclosure and transparency regulations and the regulations concerning the trading, clearing, settlement, transfer and holding of securities -YVT[OL-LKLYHS(\[OVYP[`MVY5\JSLHY9LN\SH[PVU! Decision of the Chairman of the Board of Directors of the Federal Authority for Nuclear Regulation 6 of 2010 promulgating the regulation for radiation dose limits and optimisation of radiation protection for nuclear facilities ANNOUNCEMENTS -YVT[OL4PUPZ[Y`VM,JVUVT`! Concerning the application filed by Armorgroup Services Ltd (UK), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by The Grass Roots Group UK Ltd (UK), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Ko Eng Shen Electrical Construction Ltd (South Korea), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Dunham-Bush Industries Sdn Bhd (Malaysia), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by AHI Roofing Ltd (New Zealand), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Premium Ingredients S.L. (Spain), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry 44 Law Update Concerning the application filed by UEM Construction Sdn Bhd (Malaysia), to delete the registration of their Abu Dhabi Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Sharekhan Ltd – Abu Dhabi (India), to delete the registration of their Abu Dhabi Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Wabco Standard Trane BV (Holland), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by ESQ Australia Pty Ltd (Australia), to delete the registration of their Abu Dhabi Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Godoman UAE Pty Ltd (Australia), to delete the registration of their Abu Dhabi Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Trafalgar Technical Services Ltd (UK), to delete the registration of their Dubai Branch from the Register of Foreign Companies at the Ministry Concerning the application filed by Samsung Networks Inc. (Korea), to delete the registration of their Abu Dhabi Branch from the Register of Foreign Companies at the Ministry Law Update 45 Partners at Al Tamimi & Company UNITED ARAB EMIRATES ESSAM AL TAMIMI HUSAM HOURANI HASSAN ARAB Senior Partner Managing Partner Partner Arbitration, Banking, Corporate Head of Banking & Finance Head of Dispute Resolution Commercial [email protected] [email protected] [email protected] JASSIM M. ABDULLAH YAZAN AL SAOUDI LISA DALE Partner Partner Partner Dispute Resolution Head of Maritime, Aviation & Head of Property [email protected] Insurance/ Dispute Resolution [email protected] [email protected] HUSSAIN EISA SHIRI OMAR OBEIDAT SAMER QUDAH Partner Partner Partner Dispute Resolution Head of Intellectual Property, IT Corporate Commercial [email protected] [email protected] [email protected] SAMIR KANTARIA LYNETTE BROWN MOHAMMED AK BIK Partner Partner Partner Corporate Commercial Banking & Finance Head of Legislation & [email protected] [email protected] Drafting [email protected] AHMED ALLOUZ BASSEM ZEIN EL DINE EL-AMEIR NOOR Partner Partner & Head of Dubai Partner Dispute Resolution >VYSK;YHKL*LU[YLVMÄJL Dispute Resolution [email protected] Corporate Commercial [email protected] [email protected] JAMES MACCALLUM MOHAMMED MARZOUQI SYDENE HELWICK Partner Partner Partner Corporate Commercial Dispute Resolution Property [email protected] [email protected] [email protected] ZAFER SHEIKH OGHLI JODY GLENN WAUGH KHALID AL HAMRANI Partner Partner Partner /LHKVM:OHYQHOVMÄJL Banking & Finance Special Projects Dispute Resolution [email protected] [email protected] [email protected] MARCUS WALLMAN MOHAMED KHODEIR Partner Partner Corporate Commercial Corporate Commercial [email protected] [email protected] KINGDOM OF SAUDI ARABIA MUHAMMAD ARIF SAEED DOUGLAS MCBROOM ABDULLAH AL TAMIMI Partner Partner Partner Corporate Commercial /LHKVM:H\KPVMÄJL Head of Litigation - KSA [email protected] [email protected] [email protected] KUWAIT OFFICE ALEX SALEH Partner /LHKVM2\^HP[VMÄJL Banking & Finance [email protected] QATAR JAY FORTIN Partner /LHKVM8H[HYVMÄJL Banking & Finance [email protected] Our People DUBAI INTERNATIONAL FINANCIAL CENTRE OFFICE ABIGAIL POWELL AHMED ALLOUZ AHMAD AL AWAMLEH Dispute Resolution Partner Banking & Finance [email protected] Dispute Resolution [email protected] [email protected] AHMED HAMAD ANGELIQUE WATKINS ANITA SIASSIOS Corporate Commercial Maritime, Aviation & Insurance Intellectual Property, IT [email protected] [email protected] [email protected] CARLA SALIBA CAROLYN JONES CHERRY TURCAL Corporate Commercial Construction & Engineering Banking & Finance [email protected] [email protected] [email protected] CHRIS WEBB CLAIRE CLUTTERHAM DEAN O’LEARY Corporate Commercial Arbitration Construction & Engineering [email protected] [email protected] [email protected] DIVYA ABROL GAMBHIR EMAN AHMED EMMA SANDLANT Banking & Finance Dispute Resolution Arbitration [email protected] [email protected] [email protected] ERIC TEO ESSAM AL TAMIMI FAISAL DAUDPOTA Construction & Engineering Senior Partner Intellectual Property, IT [email protected] Dispute Resolution, Banking [email protected] & Corporate Commercial [email protected] FATMA MOOSA AL FATMA EL ZEINI FAYEZ KHOURI BALOOSHI Maritime, Aviation & Banking & Finance Dispute Resolution Insurance [email protected] [email protected] [email protected] FIONA CAMPBELL GARY WATTS HASSAN ARAB Special Projects Head of Corporate Partner [email protected] Commercial Dispute Resolution [email protected] [email protected] HESHAM AL BARBARY HIAM AL MUHTADI HODA BARAKAT Intellectual Property, IT Dispute Resolution Consultant [email protected] [email protected] Intellectual Property, IT [email protected] HUFRIZ WADIA HUSAM HOURANI HUSSAIN EISA SHIRI Banking & Finance Managing Partner Partner [email protected] Banking & Finance Dispute Resolution [email protected] [email protected] IBTISSEM LASSOUED IZABELLA SZADKOWSKA IZAFANIZ KAMIR Special Projects Corporate Commercial Banking & Finance [email protected] [email protected] [email protected] JASSIM M. ABDULLAH JENNIFER PAGE JEREMY SCOTT Partner Dispute Resolution Property Dispute Resolution [email protected] [email protected] [email protected] JODY GLENN WAUGH JONATHAN BLANEY KATRINE KOFOED Partner Construction & Engineering Property Banking & Finance [email protected] [email protected] [email protected] KAMALJIT DOSANJH KHALED GAMALELDEEN KHALID AL HAMRANI Corporate Commercial Dispute Resolution Partner [email protected] [email protected] Special Projects [email protected] LARA ABABNEH LISA DALE LYNETTE BROWN Intellectual Property, IT Partner Partner [email protected] Property Banking & Finance [email protected] [email protected] MAHMOUD MOSTAFA MAMOON AHMAD KHAN MARCUS WALLMAN Special Projects Banking & Finance Partner [email protected] [email protected] Corporate Commercial [email protected] MARIAM SABET MICHAEL NAROZ MOHAMMAD AL MUHTASEB Corporate Commercial Dispute Resolution Dispute Resolution [email protected] [email protected] [email protected] MOHAMED ALI MOHAMED ALI ABOU MOHAMED KHODEIR Intellectual Property, IT SAKR Partner [email protected] Dispute Resolution Corporate Commercial [email protected] [email protected] MOHAMMED KAWASMI MOHAMMED KAMRAN MUNIR SUBOH Property TAHIR Intellectual Property, IT [email protected] Property [email protected] [email protected] NAIEF YAHIA NATALIE MORRISON NAWAL ABDEL HADI Dispute Resolution Corporate Commercial Corporate Commercial [email protected] [email protected] [email protected] NICK O’CONNELL NICOLA MILNE OMAR HEGAZY Intellectual Property, IT Construction & Engineering Corporate Commercial [email protected] [email protected] [email protected] OMAR OBEIDAT OMAR OMAR PAUL TURNER Partner Maritime, Aviation & Regional Head of Head of Intellectual Insurance Arbitration Property, IT [email protected] [email protected] [email protected] PHILIP BRAZEAU RAMI ABDELLATIF RAMI AL TAL Regional Head of Dispute Resolution Maritime, Aviation & Telecommunications [email protected] Insurance [email protected] [email protected] RANA DIA RASHA AL ARDAH REBECCA FORD Banking & Finance Intellectual Property, IT Corporate Commercial [email protected] [email protected] [email protected] RITA JABALLAH ROBERT LEWSLEY SAKSHI PURI Dispute Resolution Arbitration Banking & Finance [email protected] [email protected] [email protected] SAMIR KANTARIA SARAH FLORER SARAH HASNANI Partner Banking & Finance Corporate Commercial Corporate Commercial ZÅVYLY'[HTPTPJVT [email protected] [email protected] SIRI HASHEM SONIA HARVEY STEVEN BAINBRIDGE Maritime, Insurance & Property Corporate Commercial Aviation [email protected] [email protected] [email protected] STEPHEN JIEW STEVEN HUNT SUZANNE ABDALLAH Intellectual Property, IT Regional Head of Dispute Resolution [email protected] Construction & Engineering [email protected] [email protected] SYDENE HELWICK SUZANNE GINGLES TAIBA SAEED Partner Corporate Commercial Dispute Resolution Property [email protected] [email protected] [email protected] WILLEM STEENKAMP YAZAN AL SAOUDI YUSUF ZAMAN Corporate Commercial Partner, Maritime, Aviation & Corporate Commercial [email protected] Insurance/ Dispute [email protected] Resolution [email protected] YVONNE PAH Intellectual Property, IT [email protected] DUBAI WORLD TRADE CENTRE OFFICE ALIAA ZAKY ANDREW SLEIMAN BASSEM ZEIN EL DINE Corporate Commercial Corporate Commercial Partner, Head of Dubai [email protected] [email protected] >VYSK;YHKL*LU[YLVMÄJL Corporate Commercial [email protected] BILAL AL SABBAH EHAB MORCOS JOUMANA AZZAM Corporate Commercial Corporate Commercial Corporate Commercial [email protected] [email protected] [email protected] RUTA GOTHOSKAR OMER KHAN SAMER QUDAH Corporate Commercial Corporate Commercial Partner [email protected] [email protected] Corporate Commercial [email protected] SHERIF RAHMAN Corporate Commercial [email protected] DUBAI INTERNET CITY DAVID YATES NIKKI SCHOORL Head of Commercial IP Intellectual Property, IT & Technology [email protected] [email protected] SHARJAH OFFICE ALI BACHROUCH AMMAR HAIKAL AYOUB GHAZI Dispute Resolution Dispute Resolution Dispute Resolution [email protected] [email protected] [email protected] MAJD BAROUDI ZAFER SHEIKH OGHLI Dispute Resolution Partner [email protected] /LHKVM:OHYQHOVMÄJL Dispute Resolution [email protected] ABU DHABI OFFICE AISHA AL MARZOUQI AKRAM AHMED AL-BAITI AYEN BIAR Dispute Resolution Dispute Resolution Dispute Resolution [email protected] [email protected] [email protected] AZLIN AHMAD CHRIS WEBB EL-AMEIR NOOR Banking & Finance Corporate Commercial Partner [email protected] [email protected] Dispute Resolution [email protected] FERAS AL MOMANI HASSAN EL TAHIR IBRAHIM TUKAN Legislation & Drafting Legislation & Drafting Corporate Commercial [email protected] [email protected] [email protected] JAMES MACCALLUM JAMES WILLIAMS MAHMOUD ALI HOMIDAT Partner Construction & Engineering Dispute Resolution Head of Corporate [email protected] [email protected] Commercial - Abu Dhabi [email protected] MARIE GRACE SEIF MOHAMMED AK BIK MOHAMMED MARZOUQI Corporate Commercial Partner Partner [email protected] Head of Legislation & Dispute Resolution Drafting [email protected] [email protected] PAUL TURNER PHILIP BRAZEAU RANA EL HUSSEINI Regional Head of Regional Head of Legislation & Drafting Arbitration Telecommunications [email protected] [email protected] [email protected] SAIFEDIN M. NAGAR STEPHEN FORSTER STEVEN HUNT Litigation, Corporate /LHKVM(I\+OHIPVMÄJL Regional Head of Commercial Corporate Commercial Construction & Engineering [email protected] [email protected] [email protected] TARA MARLOW TAUFEEK BUSTANI WALAA AL QASEM Head of Property and Dispute Resolution Corporate Commercial Hospitality - Abu Dhabi [email protected] [email protected] [email protected] YAZAN AL SAOUDI ZOE THOMPSON Partner, Maritime, Aviation & Corporate Commercial Insurance/ Dispute [email protected] Resolution [email protected] QATAR - ASSOCIATE OFFICE: ADV. MOHAMMED AL-MARRI in association with Al Tamimi & Company AHMAD AL JAAFIR AHMED EL AMOURY FRANCESCO LUCENTE Corporate Commercial Dispute Resolution Corporate Commercial HQHHÄY'[HTPTPJVT [email protected] [email protected] HANI AL NADDAF JAY FORTIN KAMAL HAFEZ Dispute Resolution Partner Property & Construction [email protected] /LHKVM8H[HYVMÄJL [email protected] Banking & Finance [email protected] KARIM SHIYAB MOHAMMED AL MARRI PAUL TURNER Corporate Commercial Dispute Resolution Regional Head of [email protected] [email protected] Arbitration [email protected] PHILIP BRAZEAU SARA LISGO SHARIFAH HAMZAH Regional Head of Corporate Commercial Corporate Commercial Telecommunications [email protected] [email protected] [email protected] STEFAN JURY STEVEN HUNT WONG YUEN PING Banking & Finance Regional Head of Corporate Commercial [email protected] Construction & Engineering [email protected] [email protected] IRAQ OFFICE HADEEL HASSAN JAWAD KHALAF KHALED SAQQAF [email protected] Corporate Commercial /LHKVM0YHXVMÄJL [email protected] Corporate Commercial [email protected] MODHER MAJEED MOZAHEM KHALAF PAUL TURNER [email protected] [email protected] Regional Head of Arbitration [email protected] PHILIP BRAZEAU STEVEN HUNT Regional Head of Regional Head of Telecommunications Construction & Engineering [email protected] [email protected] KSA OFFICE ABDULLAH AL TAMIMI BANDAR AL HAMIDANI DOUGLAS MCBROOM Partner Dispute Resolution & Partner Head of Litigation - KSA Corporate Commercial /LHKVM:H\KPVMÄJL [email protected] [email protected] [email protected] FADI DAHER GLENN LOVELL HESHAM AL HOMOUD Corporate Commercial Banking & Finance Corporate Commercial [email protected] [email protected] [email protected] MUHAMMAD ARIF SAEED PAUL TURNER PHILIP BRAZEAU Partner Regional Head of Regional Head of Corporate Commercial Arbitration Telecommunications [email protected] [email protected] [email protected] SALAH DEEB STEVEN HUNT Intellectual Property, IT Regional Head of [email protected] Construction & Engineering [email protected] JORDAN OFFICE ABDALLAH AL FRAIHAT DANA ABDULJALEEL KHALED SAQQAF Dispute Resolution Corporate Commercial /LHKVM1VYKHUVMÄJL [email protected] [email protected] Corporate Commercial [email protected] PAUL TURNER PHILIP BRAZEAU SAMER AL ZURIEKAT Regional Head of Regional Head of Dispute Resolution Arbitration Telecommunications [email protected] [email protected] [email protected] SIRI HASHEM STEVEN HUNT ZAID AL SYOUF Maritime, Insurance & Regional Head of Dispute Resolution Aviation Construction & Engineering [email protected] [email protected] [email protected] ZEINAH AL NABIH Corporate Commercial [email protected] KUWAIT OFFICE * ALEX SALEH ISLAM ABAZA MAITRI DESHMUKH Partner Corporate Commercial Banking & Finance /LHKVM2\^HP[VMÄJJL [email protected] [email protected] Banking & Finance [email protected] OSSAMA GHAZY PAUL TURNER PHILIP BRAZEAU Dispute Resolution Regional Head of Regional Head of [email protected] Arbitration Telecommunications [email protected] [email protected] PHILIP KOTSIS RAMY SHABANA RIZA ISMAIL Corporate Commercial Corporate Commercial/ Banking & Finance [email protected] Banking & Finance [email protected] [email protected] STEVEN HUNT WASSIM SASSIA YALDA VAHDANI Regional Head of Corporate Commercial Corporate Commercial Construction & Engineering [email protected] [email protected] [email protected] YAQOUB AL MUNAYAE Joint VenturePartner Litigation [email protected] * Al Tamimi & Company International Ltd. provides services in Kuwait through a joint venture with Yaqoub Al Munayae. Yaqoub Al Munayae is a registered and licensed lawyer under the laws and regulations of Kuwait. (S;HTPTP *VTWHU`7\ISPJH[PVUZ Available(]HPSHISLVUSPULH[!^^^[HTPTPJVT online at: www.tamimi.com ;OLIYVJO\YLZSPZ[LKILSV^HYLHSSH]HPSHISLMYLLVMJOHYNLVUV\Y^LIZP[L;VVYKLYHU`VM[OLIVVRZSPZ[LKWSLHZLLTHPS! 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Fortifying Cyber Presence - RIVOLI Triumphs in Wresting from a Competitor 43 2IÀFLDO*D]HWWH
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