Joint Ventures with Passive Investors

Joint Ventures with Passive Investors

This is about non-institutional investors dealing directly with businesses to finance their development and capital growth plans. Where do they stand? They need an answer. Are they lenders? Investors? Co-owners? Can they ever be true partners? It depends. We have seen sufficient transactions to know the different factors on which the answer depends. Therefore, answers must be provided. There are variants but the logic of the deal is the same. A basic structure designed for the logic of the deal is required. That structure needs to be intelligible, cost-efficient, and fairly quick to implement. Structures presently in use are based...

Delaware Corporation

Delaware Corporation

A Joint Venture typically involves the incorporation of a company to act as the JV vehicle. Recently we are seeing interest and curiosity from the UAE’s investment sector players in the structure of limited partnerships (akin to Delaware Corporation). ADGM is proving to be an invaluable platform for regional businesses who can now utilise a variety of vehicles. The vehicles have proven successful in other jurisdictions, and established legal principles govern incorporation and operations. Any JV model must cover the following minimum facets: Goals, defined economic targets, duration of the venture Choice of Corporate Vehicle Decision making – Board composition...

COVID-19: the Force Majeure ‘Cause’​

COVID-19: the Force Majeure ‘Cause’​

What is the Force Majeure Event? COVID-19 or its transformation into a pandemic? It is also worth pointing out that parties must be careful as to what they plead to be the force majeure event. A claim that the COVID-19 or Coronavirus itself is the force majeure event which prevented the performance of the contract is vastly distinguishable from a claim that the transformation of COVID-19 into a pandemic is the force majeure event which prevented performance. Force Majeure is recognised as a legal doctrine and is codified, primarily, under Article 249 and Article 273 of the UAE Federal Civil...

Payment Diversion Fraud

Payment Diversion Fraud

Part 1 of 2 Setting the Scene Your finance department receives an email, or worse you receive a legal notice that you have an outstanding liability for the payment of invoices. The sender claims that invoices are way past the due dates and remain unpaid. Upon a quick check with your finance department, “the payment has already been made”. What is the law? Whose fault is it? Who is liable? Is the contractual liability discharged or dissolved? Does it even matter? ______________________________________________________ This is the ply of a large number of corporate entities in the UAE, a number bigger than what...

Keys for Employee Fraud Investigation

Keys for Employee Fraud Investigation

EMAIL SCAM FRAUD 101 There are many pressing issues to be addressed. Do not change your passwords in panic. Do not delete the very data or information that will lead you to the hacker, do not block your hacker out, just yet. Headers expire within 72 hours. Cyber Insurance is inaccessible without an immediate forensic investigation. Should you inform your clients? Most likely. Should you investigate the crime before erasing its existence in haste of protecting your systems? Incident Response Procedure Immediate action to take where funds have been paid out as a result of a scam Contact your bank...

Criminal sanctions against arbitrators: policy issues, practical application and proving lack of impartiality and integrity

Criminal sanctions against arbitrators: policy issues, practical application and proving lack of impartiality and integrity

(This article is republished from Linkedin, originally posted on 8 January 2017.) The UAE has been thriving as a regional arbitration hub, perhaps until now. We saw the inception and success of the Dubai International Arbitration Centre (‘DIAC’); establishment of the DIFC-LCIA in the DIFC; and as recently as last month the launch of the Emirates Maritime Arbitration Centre (EMAC). Must we say DIAC is also set to open a branch in the DIFC. Amidst the above developments has come a legislative amendment in the UAE law that has sent shockwaves and immense uncertainty in the arbitration community. On 29...

Significance of the Seat of Arbitration

Significance of the Seat of Arbitration

The place of arbitration or the arbitral seat comes with its lex arbitri, i.e.the ‘law which governs the arbitration and by the standards of which the validity of the arbitral proceedings and the ensuing awards are evaluated’. The selection of the seat determines inter alia: whether the arbitral award will be considered foreign in the place of enforcement and thus will be subject to enforcement procedures applicable to foreign judgments or the New York Convention in case of enforcement in a member state; the mandatory provisions of national legislation out of which the parties cannot contract; powers of arbitrators to grant injunctive relief, provisional orders and other interim reliefs;...

Maritime Focus

Maritime Focus

FTA banned vessels from entering its waters as a backlash for shipowner’s repeated abandonment of the seafarers. The maritime industry faces The UAE Federal Transport Authority banned fourteen ships from entering its waters as a backlash for shipowner’s repeated abandonment of the seafarers. Abandonment seafarers is a deeply concerning issue in the maritime industry. It is a blatant abuse of human rights. Some crews are reported to have been deprived of their travel and identification documents, living with limited to no food and unsanitary conditions. In recent years the UAE government has been taking many actions to enforce issues of...