Banking & Finance

Banking Sector Regulatory Legal Services

The firm’s team took part in various Islamic and conventional finance transactions within various jurisdictions. Our lawyers have worked on some of the very first Islamic Finance transactions by major institutions in the City of London (dating back to early 90s) and were involved in many ground-breaking Islamic finance projects emanating from the GCC and worldwide. This includes the structuring, drafting, negotiating, and advising on countless Islamic financing transactions for Governments, Islamic banks and financial institutions, investment funds (including sovereign wealth funds) and HNW individuals.

i. Islamic Banking & Finance

including working on some of the first Islamic finance transactions in the world.
Our attorneys are experienced in complex Islamic financial transactions concluded in many foreign jurisdictions who have historically adopted conventional methods for finance.

Our Attorneys’ Experiences include:

• Involved in the creation of a Istisna’-I’jara fund. This fund involved investments through two separate funds, an Istisna’ fund that provided Islamic structured construction financing for the projects and an I’jara fund that purchased the completed project from the project owner and leased it back until the project was sold to a third party.
• Acted as a structural advisor and joint lead arranger and book-runner in 150 million Global Sukuk Musharaka for a major international bank for the purchase of various assets which include automobiles and real estate.
• Represented clients in civil and criminal investigations involving the anti-money laundering laws.
• Reviewed and commented on various Shari’ah-compliant financing and investment agreements such as Mudaraba, Murabaha, Ijara and Wakala agreements.
• Advised US financial institutions on Kuwaiti Islamic Banking laws and Central Bank of Kuwait regulatory compliance over local banks.

ii. Banking Regulatory Matters

• Advisory on BSA/AML and FATCA compliance issues for several Local Banks and investment companies.
• Prepared anti-money laundering compliance manuals, policies and procedures for financial and non-governmental institutions.
• Represented clients (including former senior government officials) in civil and criminal investigations involving the anti-money laundering laws.
• Representation of foreign banks in disputes over whether deposit accounts in branches in foreign countries and US can be attached by US and private litigants.
• Advised US financial institutions on Kuwaiti Islamic Banking laws and CBK regulatory compliance over local banks.
• Licensing / authorizing of banks and financial institutions to do business.
• administration and liquidation proceedings; the conduct of AGMs and EGMs and settling shareholder disputes.
• capital adequacy requirements; liquidity management / cash reserve requirements / large exposures rules.
• Conducting a legal audit of the asset management division of a major Kuwaiti financial investment company; scope of work includes the review and vetting of all third-party documents to conform to best practices and applicable laws.
• Reviewed and revised customer agreements on behalf of a leading financial and investment company in Kuwait; proposed changes to comply with the Kuwait’s Capital Markets Law, the Capital Markets Authority and best practices.

iii. Refinancing & Debt Restructuring

More than 20 years’ experience, including advising banks and financial institutions on consensual reorganizations and distressed rescue, workout, and restructuring matters. Consensual issues include acting on the 2001 Chase Manhattan – JP Morgan merger (then the world’s largest bank merger) and consequently being appointed to the JP Morgan “preferred lawyer” panel; providing regulatory advice on the first-ever three-way Islamic bank merger (resulting in Ibdar Bank); advising one of the largest Islamic bank groups on the reorganization of their global business (highly confidential matter). Distressed rescue work has included presiding over specific matters such as our legal team being responsible for managing the collapse of at least five major banks in the GCC (as well as countless other distressed institutions that were rescued prior to collapse). This work included negotiations with numerous global creditors, regulators, and judicial authorities – and often involved undertaking formal public law procedures (administrations, receiverships, moratoriums, tracing and sequestration of assets, criminal investigations, etc.)

Our Attorneys’ Experiences include:

• Directed the statutory administration of two banks to protect creditors and consumers from fraud and other serious malpractice.
• Negotiated the design of a consensual asset realization program for a distressed investment bank winning significant praise from all stakeholders.
• Obtained emergency funding (and a moratorium on claims) for another distressed investment bank leading to its successful recovery in the marketplace.
• Undertook statutory interventions into many other banks and financial service providers in order to protect creditor and consumer interests.
• Affinity Mobile LLC, a Delaware telecommunications company in its debt refinancing, which included: the issue of 56 million USD of new extended maturity notes and new convertible notes in exchange for outstanding unsecured notes.
• Armorgroup International Limited, a UK based Defense and Security Company in 10 million Sterling convertible loan note.
• 200 million Dollar Bridge financing for acquisition financing/asset-backed loans of two new Boeing aircraft and GE engines.
• Loan Restructuring (bridge to securitization) related to portfolio of 35 Airbus aircraft totaling 2 billion USD.
• DIP restructuring for regional airlines in amount of 20 million USD.
• Exit facilities for departing debtor/investor in relation to 90 million USD recapitalization and strategic sale.

iv. Financial regulatory

Between 2001-2014, Mr. Freeman was General Counsel (Head of Legal) at the Central Bank of Bahrain (the national financial regulator) and therefore had daily responsibility for the financial regulatory regime that governs banks and financial institutions in Bahrain. He was personally responsible for authorship of the Central Bank and Financial Institutions Law (Degree No. 64 of 2006) which is the principal banking enactment in the Kingdom from which all financial regulation in the country emanates. He also personally wrote many of the regulations, directives, and modules of the regulatory “rulebooks” that pertain to various participants and activities within the financial sector. For many years, he was a leading member of the Licensing Committee (which determines who can provide financial services in the Kingdom) and the Regulatory Policy Committee (which determines financial regulatory policy and instruments to be enacted in the Kingdom). Mr. Freeman has comprehensive knowledge of all aspects of financial regulation and, as well as his work in the GCC, regularly engages with other financial regulators around the globe (e.g., the Financial Conduct Authority in the UK).