United Arab Emirates > Corporate and M&A > Corporate and M&A
Corporate and M&A
The departure of Pervez Akhtar to Abraaj Capital has robbed Allen & Overy LLP of its most respected corporate lawyer in Dubai. However, with eight remaining corporate partners in the UAE, clients have not lost confidence describing it as ‘quick’ and ‘responsive’ and admiring its ‘depth of resources’, ‘full-service’ capability and ‘deep understanding of the Middle East region’. For many, the firm maintains one of the top two practices in the UAE, along with Clifford Chance. Allen & Overy LLP has transferred several partners from London to the UAE, including Andrew Schoorlemmer, known as ‘someone who will fight your cause’, ‘responsive’, and ‘very commercial’, and Chris Thornes to Dubai, with Tom Levine heading to Abu Dhabi. The firm consistently advises on significant transactions, including advising Nasdaq on its acquisition of a 33.3% strategic stake in the Dubai stock exchange DIFX, and representing Depa Limited on its $430m IPO. Experienced regional managing partner Simon Roderick is ‘professional’ and ‘excellent’, with in depth knowledge of the local policies and regulations. Ibrahim Mubaydeen is a lawyer who ‘knows the Abu Dhabi legal and political environment better than anyone else’. The firm has a particularly strong record in the financial services, investment funds and real estate sectors.
Though a smaller team at partner level than Allen & Overy LLP, Clifford Chance is regarded by many as an equal at the forefront of corporate and commercial work, and it does have the ‘deepest roots in the region’ of the Magic Circle law firms. That has afforded it unrivalled connections to government-owned or government-linked institutions in the UAE and throughout the Middle East: it is a key adviser to Dubai World, for instance. The firm has invigorated the corporate department by transferring experienced and technically astute partners from London, such as senior figure Simon Clinton, who provides a ‘very good service’ and is ‘solid’ and ‘reliable’, and the excellent Iain Hunter. It has an unrivalled equity capital markets practice and a significant market share of roles on DIFX IPOs, including the giant $5bn listing of DP World in November 2007. The firm remains a leading player in private equity, demonstrated by its advice to Dubai Financial Group on its $600m investment in Bank Muscat of Oman. Its regional clout was further demonstrated by its role as counsel to Saudi Arabian Airlines on the landmark privatisation of its in-flight catering and skysales businesses. The firm’s Abu Dhabi credentials were augmented in January 2009 by the arrival of M&A partner John Graham from the New York office.
UAE-based clients trust Clyde & Co’s ‘strong team’ with smaller to mid-cap transactions and feel that is has ‘unparalleled expertise’ and ‘practical knowledge’ in the region. It houses some of the most influential lawyers in the Middle East. Leading the way in Dubai is the vastly experienced and well-connected Jonathan Silver, who ‘offers solutions’, is ‘commercial’, ‘thorough’, ‘straight to the point’ and has ‘great regional expertise’. Silver recently advised Rivoli on the restructuring of its retail trading companies across the Middle East and on the sale of a stake in the reorganised group to Dubai International Capital. The firm is arguably even stronger in Abu Dhabi, thanks largely to the presence of Niall O’Toole, a lawyer who ‘knows the local environment better than anyone else’. There are a few signs that the firm’s much-heralded status is being overtaken by other international law firms, which are ‘hungrier to impress’ and have greater technical precision, according to clients. Clearly Clyde & Co is not resting on its illustrious heritage, but it no longer has the leading corporate team in the UAE.
Freshfields Bruckhaus Deringer has turned heads with its gradual bulking-up in the region, and corporate partners Bruce Embley, David Higgins and Ian Poynton are regarded as ‘personable’ and immensely knowledgeable. The firm’s presence as a transactional heavyweight, together with its London-style precision and technical ability, has been rewarded with a distinct market shift and change in loyalty amongst the most influential corporations and investment funds based in the UAE. Having previously focused on outbound M&A, the firm has successfully become a leading player for inbound and domestic/regional transactions. Clients recognise that the relocation of the immensely respected Higgins to Dubai in January 2009 is a positive statement of intent for the firm. The Dubai office has handled a series of major transactions on behalf of Middle East sovereign wealth funds and major telecoms companies. It represented Saudi Telecom Company on the $2.56bn acquisition of a 35% stake in Dubai-based Oger Telecom, and Hewlett Packard on its acquisition of Atos Origin Middle East. Large private equity clients include Dubai International Capital.
Although ‘not as well-established’ as the top-tier firms, Linklaters has successfully imported its famous ‘high-quality advice’, transactional acumen and technical precision to the UAE and Middle East. The firm is now on the panels of most of the large corporates and sovereign wealth funds in the UAE. Clients include Dubai World, Istithmar World and Dubai Holdings, and the practice is now regarded as an elite legal adviser on high-value and highly complex deals. Also noted for its ‘responsiveness’ and high levels of client service, the firm represented the underwriters to DP World’s giant IPO in November 2007 and, after advising Emirates Bank International on its $11.3bn merger with National Bank of Dubai in 2007, it took roles in further landmark deals such as Borse Dubai’s acquisition of OMX and subsequent sale of OMX to Nasdaq, as well as advising Saudi Oger and Oger Telecom on the sale of a 35% stake to Saudi Telecom Company. While Dubai stalwart Ewan Cameron remains an influential and well-connected figure, younger partners Scott Campbell, who is highly recommended for IPOs, and Nick Garland, who impresses with his ‘pragmatic’, ‘positive’ and ‘can-do’ advice, are winning many accolades. The firm’s capital markets standing was further enhanced by the transfer of partner Richard O’Callaghan to Dubai from London in September 2008.
Consensus has it that Al Tamimi & Company is the leading local firm in the UAE. It has exceptional Emirati and Arabic lawyers, but has augmented the firm’s local credentials with an impressive team of European and Antipodean practitioners. Gary Watts, an Australian, heads the corporate and commercial practice. Clients consistently applaud the firm’s knowledge of the regulatory, political and commercial landscape in the UAE and consider it to have the leading capital markets practice in the jurisdiction. Husam Hourani has a particularly outstanding reputation in this respect, having led the teams that advised DP World on its landmark $5bn IPO on DIFX and Damas International on its $270m DIFX listing. The ‘savvy’ Essam Al Tamimi has unrivalled connections and the firm has built on them to provide peerless ‘local know-how’ and an impressive ‘speed of response’.
With exceptional Middle East commitment and coverage, Denton Wilde Sapte continues to impress clients with its ‘local knowledge’, ‘quick response times’, and ‘professionalism’. It remains particularly well known for its work in the telecoms, oil and gas, and financial services sectors. It is on Dubai World’s legal panel, while the relocation of London partner Stephen McGlennan to Dubai, together with the recruitment of Andrew Ward as managing partner of the Abu Dhabi office, have further enhanced the firm’s excellent UAE credentials. Neil Nicholson has become a key figure in Dubai since moving out from London, notably in the private equity and investment funds sector. Nicholson represented MENA Infrastructure Fund on its first investment, the acquisition of a stake in Egypt’ Alexandria International Terminals. Nicholson also led the team that worked on the delayed $900m IPO of Vodafone Qatar on the Doha Securities Market.
Norton Rose (Middle East) LLP has upped its already sizeable commitment to the Middle East region with even further resources. Though it suffered the departure of the widely respected and popular Andrew Tarbuck, the firm has welcomed two new and experienced partners in Andrew Abernethy and Andrew Lewis from firms in New Zealand. Middle East head of corporate finance Campbell Steedman, who ‘plays the relationship card very well’ and ‘facilitates anything we need’ according to clients, has completed a series of impressive transactions since moving to the UAE in 2007. Steedman advised DP World on its $670m acquisition of a 90% stake in Egyptian Container Handling Company, and Waha Capital on its acquisition of a controlling stake in Bahrain investment bank Addax.
In 2008 Ashurst LLP opened an Abu Dhabi office to complement its established Dubai branch. Its ‘responsive’, ‘thorough’, ‘commercial’, ‘experienced’ and ‘committed’ corporate department doubled in size in 2008. Department head Nick Bryans is ‘diligent’ and affable, but clients highlight his ‘willingness to offer a view on points’ which gives them confidence to let him lead the deal and take on more responsibility than might be afforded to other lawyers. The Dubai office has developed a strong record in capital markets and M&A work since launching in 2005. In 2008, it advised on the $500m London IPO of Global MENA Financial Assets Limited, a close-ended investment company incorporated in Guernsey.
Having evolved from a largely commercial-oriented practice, DLA Piper Middle East LLP has achieved great things in the corporate transactional sphere. It now has eight partners in the region, with former Minter Ellison Melbourne partner Peter Monk at the helm in Dubai. The team almost exclusively appears on the buy side on deals, and now represents a series of Dubai World institutions as well as a number of locally arranged and managed private equity funds. Following Monk’s arrival, the firm has assembled a sizeable team across the Dubai and Abu Dhabi offices. This has been achieved through a series of relocations and recruitments including the lateral hire of Karl Tabbakh from Canadian firm McCarthy Tétrault LLP.
Dubai and Abu Dhabi-based Hadef & Partners solely provides UAE law advice. It has a fine reputation for capital markets work and an exemplary record on UAE IPOs, largely acting for issuers. The firm, and Abu Dhabi-based managing partner Dr Faraj Ahnish in particular, have a highly regarded knowledge of government regulations, particularly at a federal and Abu Dhabi level, and more recently on DIFC rules. While many of its international competitors have been eagerly opening offices in Abu Dhabi during 2008, the firm has been cashing in on this market for many years. Deals for major UAE-based institutions, such as representing International Petroleum Investment Corporation (IPIC) on its private equity and overseas investments, are the firm’s mainstay business. The firm has a strong presence in the hospitality, hotels and leisure sector. M&A and private equity department head Sameer Huda and the ‘very responsive’ and ‘highly rated’ Sadiq Jafar have excellent reputations, as does corporate leader Murad Abida.
Though perhaps better known for its investment funds work, Herbert Smith LLP boasts a list of impressive corporate clients. It recently advised Emirate Telecommunications Corporation (Etisalat) on its bids to acquire mobile operators licenses in Qatar and Kuwait. It has also represented leading private equity and investment houses on acquisitions in the region, including Millennium Finance Corporation and EFG-Hermes. Zubair Mir is a prominent figure in the private equity sector, while Stephen Rayfield provides further M&A and capital markets expertise.
King & Spalding’s rapid emergence in the region is reflected by is outstanding client portfolio of financial buyers, featuring leading private equity houses, Islamic banks and sharia-compliant investment funds. The firm has handled a sequence of sharia-compliant and conventional deals for Eastgate Capital Group, and represented Arcapita Bank on a $1bn sharia-compliant joint venture with ProLogis to develop logistics warehouses in the Gulf region. It remains actively engaged in transactions relating to Saudi Arabia, a function of its longstanding focus on the jurisdiction. It advised Jadwa Investment Company on its sharia-compliant acquisition of ExxonMobil’s 30% interest in the Saudi Aramco Lubricating Oil Refinery in Saudi Arabia. Private equity specialist Benjamin Newland is highly regarded.
Although it has much greater influence and standing in Abu Dhabi, Reed Smith has slowly but steadily increased its presence in Dubai through a series of lateral hires, culminating in the arrival of the hugely well-connected former Dubai World general counsel Sahia Ahmad in November 2007. This was followed up by the arrival of Philip Allford, a corporate partner from the London office. The firm remains a leading player in Abu Dhabi, with Middle East senior partner Peter Michelmore having worked in or closely with the office for over 30 years. From an initial focus on inward investors, the firm’s lengthy commitment to the region has earned it an impressive client list of local trading houses. Recently it advised Al Masaood on its acquisition of Power Developments International.
Much of Shearman & Sterling LLP’s work relates to Abu Dhabi based institutions, including Mubadala Development Company and International Petroleum Investment Company (IPIC). Clients highlight the ‘quality of end product’, recognising that the firm ‘knows the Abu Dhabi business environment’ and is ‘exceptional’ on US-related deals. ‘Consummate professional’ Philip Dundas led the team that advised the Abu Dhabi Investment Authority on its $7.5bn investment in Citigroup. Led by Matthew Kidwell, the firm represented The Abu Dhabi United Group Investment and Development Limited on its acquisition of a 90% stake in Manchester City Limited, the holding company of Manchester City Football Club.
Simmons & Simmons is re-emerging as a muscular force in the UAE corporate sector. In 2008, it hired capital markets specialist Vanessa Abernethy as a partner from Clyde & Co’s Dubai office. It remains best known for its transactional record in the energy sector, thanks to the prominence of excellent partner George Booth. He continues to advise on highly significant deals, such as Aabar Energy’s sale of a $833m stake in Pearl Energy Limited to Mubadala Development Company. The deal involved what is considered to be the first-ever early redemption of a convertible sukuk.
With a number of seasoned UAE resident partners, Trowers & Hamlins continues to be the recipient of many significant instructions, both in Abu Dhabi and Dubai. Dubai partner Jennifer Bibbings recently advised French oil giant Total in connection with the restructuring of its Middle East operations, while Abu Dhabi partner Rupert Copeman-Hillassisted the shareholders of Abu Dhabi based Target Engineering Construction Company on the sale of 60% of its shares to Arabtec Holding. The firm may not always work on headline deals, but it remains immensely respected amongst foreign multinationals and influential domestic companies.
Afridi & Angell boasts a sensational, multinational client base. It has represented Citibank for over 20 years and advises major corporates such as Exxon and General Electric. Led by Amjad Ali Khan, the firm recently represented a major sovereign wealth fund on its joint venture with a UAE investment company. It is also regular counsel to Dubai Investments.
Baker Botts L.L.P.’s record in the energy sector and in Saudi Arabia especially speaks for itself. Head of the corporate practice, Stephen Matthews had a seven-year stint in Riyadh, before moving to Dubai. Although much of the firm’s work relates to energy, it is becoming more involved in transactions relating to the real estate sector. David Emmons’ transfer from Dallas to Dubai in 2007 has also enhanced the firm’s corporate credentials. Clients include Saudi Electric Company, Cisco Systems and Noble Corporation.
Galadari & Associates remains close to government bodies and ruling families in Dubai and Abu Dhabi. Clients include The Maktoum Royal Family, Dubai Holdings and Dubai World. The firm’s illustrious connections continue to be fruitful, as demonstrated by its role as counsel to the department of Civil Aviation on establishment of Dubai World Central. Ziad Galadari is a ‘man of great influence’, and Rajesh Babu now heads the corporate and commercial department, while Mohammed Abdul Karim has enabled the firm to expand its business into Asia. The firm also has an historically formidable capital markets practice.
Habib Al Mulla & Company is headed by the celebrated managing partner Habib Al Mulla. Although a generalist, he has outstanding connections in Dubai and is a frequent source of insight and opinion to sophisticated clients and international law firms.
Latham & Watkins LLP made a bold play in the Middle East in 2008 by establishing offices in Abu Dhabi, Dubai and in Qatar. It transferred the widely respected Bryant Edwards from London to Dubai, having hired Rindala Beydoun from Vinson & Elkins L.L.P. earlier in the year. Clients recognise that Latham & Watkins LLP is a key player in the market, especially following the hire of ‘quality act’ Andrew Tarbuck, an equity capital markets partner from Norton Rose (Middle East) LLP. Clients include the Qatar Investment Authority (QIA), The Carlyle Group, Mubadala and Sama Dubai. The firm recently advised QIA on its $2.5bn sale of a 25% stake in the Doha Securities Market to NYSE Euronext.
While Lovells (Middle East) LLP’s main strength in Dubai is undoubtedly finance, it is no slouch on the corporate front. Partner Imtiaz Shah has impressive connections, demonstrated by his representation of Millennium Capital on its disposal of a 50% stake in Millennium Finance Corporation to United Gulf Bank. Shah also advised Dubai Islamic Bank on its property development joint venture with Nakheel. Former London partner Tom Brassington tends to handle inbound transactional work.
Following its takeover of leading Dubai firm Key & Dixon, Taylor Wessing (Middle East) LLP now boasts a number of experienced figures amongst its ranks in Dubai, with excellent connections to influential merchant families and government corporations in the UAE. The firm often advises National Bonds Corporation on a range of projects and transactions, and recently advised Madaares on its AED370m acquisition of Taaleem and Beacon Management. Dubai managing partner Christopher Dixon has an excellent reputation.
Although it has only a modest presence in the UAE, Vinson & Elkins L.L.P. has a less than meek client base that features major UAE names such as Mubadala Development Company. In 2008, corporate finance partners Creighton Smith and Jim Knight transferred from the US to the Abu Dhabi and Dubai offices respectively, providing further M&A and private equity expertise to an office which earlier lost Rindala Beydoun to Latham & Watkins LLP. It remains particularly strong in energy M&A.
Following the demise of its Dubai office, Akin Gump Strauss Hauer & Feld LLP launched an Abu Dhabi branch in October 2008. The office is headed by Natasha Kohne, a private equity and corporate lawyer who has focused almost exclusively on the region over the last two years. The firm is primarily focused on outbound work for government-owned or controlled institutions such as Mubadala Development Company.
Bin Shabib & Associates (BSA) LLP remains one of the leading local law firms in the UAE. Much of its corporate work is linked to the real estate sector, but in the latter part of 2008 this gave way to more M&A in the SME arena. Its client base typically includes family-owned companies and established private equity houses as well as multinationals looking to establish themselves in the UAE. The firm is also recommended for capital markets work, including private placements. The ‘commercial’ and ‘responsive’ Jimmy Haoula heads a department which also includes Michael Kortbawi.
Cleary Gottlieb Steen & Hamilton LLP has no office in the UAE, but it does have an impressive record of acting for local corporates, government-controlled companies and sovereign wealth funds. The firm continues to get many recommendations from investment banks located in Dubai and the vicinity, leading to high-profile and high-value instructions. In 2007, it represented the Abu Dhabi Group on the $758m sale of its 30% interest in Warid Telecom to Singapore Telecommunications, an example of its strong UAE business. London partners Ashar Qureshi and Tihir Sarkar, along with Paris partner Gamal Abouali, are the firm’s leading figures in the Middle East.
Dewey & LeBoeuf LLP demonstrated its local and regional credentials in 2008 through its representation of Damas International Limited on its $270m IPO on DIFX, one of few local listings to occur during the year. Federico Salinas was the lead partner. Though based in London, Camille Abousleiman heads the firm’s Middle Eastern capital markets group and has extensive experience of the region.
Steady progress at Fulbright & Jaworski LLP continued through 2008, and not just in the energy sector. The team has worked on an impressive range of inbound and outbound transactions over the year and, even if it is best known for its expertise in relation to Saudi Arabia, its reach is now much more extensive. Much credit should go to lead partners Mark Bisch and John Boehm.
Gibson, Dunn & Crutcher LLP specialises in investment fund-related transactions . It continues to represent Bahrain-based Investcorp on a range of transactions, but has attracted instructions from major Middle East players such as Arcapita and Kuwait Investment Authority, the latter illustrating its growing influx of work from sovereign wealth funds. After launching a Dubai office in 2007, headed by the experienced Peter Baumbusch, it has added two new partners in the form of highly respected Paul Harter and Mitri Najjar.
Holman Fenwick Willan has enjoyed an impressive mix of instructions from leading local and regional players, as well as foreign multinationals and investors. It is principally engaged in mid-market M&A, whilst also demonstrating a strong understanding of the regulatory environment in its dynamic commercial business. Rula Dajani heads a corporate, projects and finance department that recently advised Al-Khalij Commercial Bank of Qatar on the acquisition of the UAE banking business of BLC Bank (France).
Known for aviation and free zone work, Ince Al Jallaf & Co is headed by prominent figure Amna Al Jallaf. Passenger airlines, executive air carriers and aircraft owners are the firm’s core client base. Rita Al Semaani Jansen provides further corporate and commercial expertise.
Khasawneh & Associates Legal Consultants handles company formation work in the free zones, and substantial acquisitions and private equity investments in the IT sector. The firm is regional counsel for Tyco. Partners Nasser Ali Khasawneh and Nayiri Boghossian are former in-house counsels at Microsoft and Nestlé respectively.
Commended for servicing foreign multinationals in relation to their UAE and Middle East operations, Trench & Associates remains an influential firm in the sector. Cynthia Trench heads the firm, which recently advised supermarket chain Waitrose on its establishment in Dubai.
Weil, Gotshal & Manges LLP established a Dubai office in January 2009. Its mighty private equity record has brought it to the attention of some of the Middle East’s most influential investment funds and sovereign wealth funds, such as Abu Dhabi Investment Council, Dubai International Capital and Gulf Capital. Joe Tortorici, who has set-up many of the firm’s European offices, now heads the Dubai branch, with leading private equity partner Mark Soundy splitting his time between London and the UAE.