Corporate

Corporate Law Firm

The Corporate Group advises clients on matters including Venture Capital and Private Equity; Joint Ventures and Strategic Alliances; Restructurings and Reorganizations; and Corporate Governance on a broad range of high-profile GCC based and international, cross-border transactions. The team works on all levels of the M&A spectrum, including due diligence and deal structuring and deal sourcing.

HLG’s attorneys work to provide expert advice on all facets of a transaction, including assistance with:

• Sourcing of Transaction—taking the ‘ideas’ of the client to achieve target objectives.
• Project Coordination & Management—identify the timeline and strategy to closing and provide analysis with respect to the operational, financial and regulatory frameworks of the transaction, including legal ramifications.
• Analysis and Business Plan—develop a business plan considering legal concerns and issues.
• Decision and Consensus Building—address all the concerns of stakeholders (e.g., sellers, buyers, regulatory authorities, employees, banks).
• Closing and Negotiation—prepare all relevant documents, develop effective negotiation positions and negotiate with counterparties to lead process to ensure a smooth and effective closing.

I. Mergers & Acquisitions and cross-border practice area overview

HLG has advised on and executed many successful M&A deals and has also developed a strong practice advising its clients on Corporate Governance and Securities Regulation. Among our recent practice is a multi-staged merger transaction involving multiple parties varying between companies listed on Kuwait Boursa and companies licensed from Kuwait’s Capital Market Authority. The Firm acted as a transaction advisor to all the parties to the said transaction and advised on all phases, until the transaction was set aside following valuation of the underlying assets.

• Venture capital/ private equity
• Joint ventures and strategic alliances
• Restructurings/ reorganizations
• Company administration
• Corporate governance

The firm has extensive experience with general corporate and capital market transactions, mergers and acquisitions, joint ventures, and international transactions from all phases including due diligence, deal structuring, management of the investments and final liquidation and exit. The Firm has advised Governments and State-owned entities, multinational corporations and private family offices. Our Attorneys’ Experiences include:

• Represented Al-Jeri Holding, an educational/schools business subsidiary to sell a portion of their business to Al Aman Investment company for 18.5 million KWD
• Acquisition on behalf of sellers of a 67% holding in Kuwaiti & Saudi Pharmaceutical Company for 21 million KWD
• Worked on several mergers, acquisitions, and corporate reorganizations, including, the merger between JP Morgan and Chase Manhattan Bank (2000/1); the first ever three-way merger between Islamic banks (2012/3), and the reorganization of Arcapita Bank (2013/4) and other banks in Bahrain.
• Advised Deutsche Post World Net (DPWN) on Joint Venture in the State of Qatar including preparation of Joint Venture Agreement, Strategy and Management-related issues.
• Advised buyer-side and seller side in various industries undertaking sale of shares and interests, due diligence review, tax structuring and performed numerous joint venture relationships in various industries, including aerospace and defense, oil & gas, real estate, IT and cybersecurity.
• Sole counsel conducted sale and lease of multiple aircraft on behalf of both buyers and sellers including private and government entities. Prepared preliminary and subsequent definitive agreements and negotiated commercial terms.
• Negotiated multiple lease agreements, security arrangements, insurance/re-insurance and government authority safety and regulations requirements.
• Advised local and international corporate clients (in various industries) on means of doing business in Kuwait (e.g., direct, and indirect foreign investment mechanisms) and structuring the transactions and joint ventures in various industries, including petrochemical, logistics, aviation and media/telecommunications. Including advising several commercial banks regarding a few local and regional acquisitions.
• Advised several Kuwaiti groups in relation to numerous contractual joint ventures and financing arrangements for several key development projects in the GCC region.
• Counseled and proposed structuring solution for the acquisition, investment, and development of KD50 Million real estate project in Kuwait; scope of work involved providing advice on establishing certain offshore vehicles (e.g., Bahraini Shareholding Company) that will act as a fund and to circumvent local law restrictions.
• Drafted, reviewed, and advised on detailed shareholding agreements on behalf of local and foreign shareholders in newly established companies across the GCC, including Qatar, Bahrain, Saudi Arabia and Oman; relevant company activities involved retail, real estate, transport, contracting, energy, etc.

II. Private Equity & Capital Markets

• Undertook fund formation activities, capital raising and marketing activities, tax structuring, regulatory compliance, public and private offerings of debt and equity.
• Took part in numerous negotiations and interactions with capital market authorities – e.g. obtaining approval of prospectus / offering memorandum and permissions to market products within jurisdiction.
• Advised prospective foreign offeror of securities of the legal and practical implications of offering securities in Kuwait and possible means to mitigate the risk that the offeror's activities would be subject to local regulatory approval (by the Capital Markets Authority and the Central Bank of Kuwait).
• Worked on numerous conventional bond issues – typically sovereign Regulation S 144A offerings listed on recognized exchanges such as the London Stock Exchange, Luxembourg Bourse, Irish Stock Exchange.
• Islamic Bank of Britain- private offering to strategic GCC investors.
• Royal Bank of Scotland- private offering for real estate investment fund.
• SABB Takuful Company in Rights Offering private placement.
• West LB & Unicorn Investment Bank as Structural Advisor and Joint Lead Arranger and Book-runner in 150 million Global Sukuk Musharaka for TID for the purchase of automobiles and real property.
• SAMA Holding Company preparation of 280 million Dollar Private Placement Offering- planning of taxation and securities issues in various jurisdictions and prepared and established documentation for fund and treasury advisor, KMEFIC.
• Bahrain Bank of Middle East (BMB Bank)- Designed structures coordinate with and assist offshore counsel in the establishment of optimal vehicle and review and revision of constitutive documents. Analysis of fee structures and preparation of documents regarding placement, arrangement, management, and performance fees; and analysis of fee structure and preparation of documents. Preparation of offering documents to comply with applicable GCC securities regulations. Prepared and implemented management and employee participation and incentive programs
• Advising investment banks on complex structured products, International Swaps and Derivates Association swaps and other derivative products frequently utilized by funds.
• Bank lending – syndicated and bilateral facilities for sovereign, inter-bank, and corporate borrowers. and, in an Islamic context, has drafted numerous master Murabaha agreements and investment agency agreements.
• Acquisition finance – for financing acquisition of large corporates, particularly in the transportation, warehousing, and communication sectors. asset finance – for financing ships, aircraft, oil platforms, etc. – including some of the world’s first FPSOs (movable oil extraction vessels).
• Project finance for financing construction of power stations, water treatment plants, etc.
• Leasing finance – mostly big-ticket items and real estate
• Consumer finance – for financing automobiles and home improvements, etc.
• Real estate finance – for financing residential and commercial purchases, leases, etc.