Foreign companies wishing to conduct business in the Gulf region will often need to establish an agency or distributorship relationship with a local individual or entity to carry out their business activities. We assist our international clients to create the appropriate vehicles and ensure that they comply with the detailed provisions regarding their ownership and operation under the relevant local laws. Expert legal advice and review is essential before any foreign party enters into such an arrangement. We have extensive experience with helping our clients to achieve their business goals, while mitigating their legal exposure when entering into and terminating agency or distributor relationships.
Various forms of corporate vehicles are available to both local and international investors and companies wishing to conduct business in the Gulf region. We have extensive experience and the necessary technical expertise to help our clients select and structure the most appropriate vehicle with which to pursue their business interests.
Our client-base covers all sectors of the economy, including construction and engineering services, oil services, travel and tourism, computer technology and consumer products of all kinds. We are equally at home advising a start-up as we are an established multinational corporation. Whether a client seeks to establish a new company, create a joint venture, open a branch or representative office or establish any one of the different corporate forms available, we are able to provide comprehensive and detailed advice and practical assistance, allowing them to focus on their business strategy and goals. Establishing corporate entities and drafting the contracts necessary to establish their business arrangements is one of the core areas of our practice.
Mergers and acquisitions is a developing area of practice in the Gulf region. ASAR is very active representing both local and international clients in the processes involved with corporate acquisition in a rapidly evolving regulatory and legal environment. We assist our clients with structural advice, tax advice, due diligence, legal opinions and preparing and reviewing appropriate documentation. We assist with compliance, stock exchange and regulatory requirements including block trading rules, tender offers and mandated interactions with bourses, brokers and governmental officials. ASAR is able to assist clients to realize the full value of their proposed transaction.
We provide a full range of banking and financial advice to both local and foreign clients throughout the Gulf region. Our office in Bahrain adds a further dimension to our services. As the financial centre of the Gulf, a wide range of financial activity is a major feature of the Bahrain economy.
We regularly advise both borrowers and lenders with respect to the full range of conventional and Islamic based financial transactions and structures, including:
• Project Finance
• Aircraft and Ship Finance
• Asset Finance
We are also very active in advising with respect to, and preparing documentation appropriate for, syndicated loan transactions (with or without the provision of security) and derivatives, including advice under ISDA and other master agreements.
Franchising is a popular means throughout the Gulf region for foreign entities to sell their goods or services. As many of the Gulf countries have yet to develop a “franchise law” which would govern many of the typical franchise style arrangements common in the West, there are unusual, and sometimes complex, considerations which may apply to a typical franchise arrangement. Our firm’s considerable experience in advising and assisting businesses to establish franchise arrangements, in both single and multi-territory arrangements, allows us to identify potential issues and to advise on appropriate and practical solutions to mitigate a franchisor or franchisee’s exposure to legal roadblocks.
We act for both franchisors and franchisees and are well-placed to assist clients seeking to establish franchises in the Gulf region in all industries, including food and retail industries.
We have extensive experience with the construction industry’s requirements throughout the Gulf region, and can assist clients on all matters arising from inception to completion of construction projects. We advise on matters related to the tender process, contract drafting, advice at pre-contract and contract stages, owners’ claims for delays and defects, contractors’ claims and claims for settlement agreements.
ASAR has built an expansive and comprehensive shipping and maritime practice, which includes the following services:
• Representation of cargo owners, carriers, ship owners and insurance companies in shipping litigation matters
• Ship arrest
• Ship mortgage and ship finance, including the preparation of appropriate documentation
• Investigating accidents and incidents
Our experience is supplemented with our close association with Stephenson Harwood, which is one of the leading maritime firms in the UK. We represent leading shipping companies, international P&I clubs, insurance companies, and various local shipping agents in the Gulf region.
We can assist clients with securities-related matters in the Gulf region. Our comprehensive services include advising on and assisting with the marketing, offer and/or sale of foreign securities on a private placement or public offering basis. We act for issuers, placement agents, portfolio or fund managers, local agents and subscribers with respect to advising on local regulatory requirements in the Gulf region that relate to the marketing, offer and/or sale of foreign securities locally, including the preparation of appropriate documentation (including private placement memorandums and prospectus’) to suit each client’s needs. ASAR also assists in advising on the procedure and steps necessary to obtain the required approvals or licenses to market, offer and/or sell foreign securities in the Gulf region.
In addition to the introduction of foreign securities into the Gulf markets, we continue to see an increase in the number of locally established securities. ASAR also has extensive experience in advising and assisting local investment companies and banks on the establishment, marketing, offer and/or sale of local securities in the Gulf region.
As securities laws in the Gulf region continue to develop, the legal and regulatory environment surrounding the introduction of local and foreign securities into Gulf markets continues to develop and become more sophisticated and stringent as well. We offer comprehensive and practical advice related to complying with the current and developing regulatory requirements in the Gulf region.
We have extensive litigation and arbitration experience in banking, construction, insurance, property and general commercial areas. We also have experience with complex litigation, including military supply contract disputes and oil construction claims. We advise clients with respect to available forums for dispute resolution, including courts and arbitrations and are also well-versed in seeking alternative means to resolve commercial disputes.
All foreign contractors awarded supply contracts with the State of Kuwait (or other jurisdictions imposing offset obligations in the Gulf region) which reach or exceed a prescribed threshold amount will incur offset obligations which must be satisfied by the foreign contractor.
ASAR has extensive experience in advising foreign contractors in complying with their local offset obligations, including negotiating agreements with local partners and implementing the relevant offset projects. We also assist and advise on the establishment of the necessary special purpose vehicle to implement the offset obligations.
Income Tax in Kuwait was imposed by Law No. 3 of 1995. The Kuwait National Assembly passed a law that amended several provisions of the tax legislation. The changes went into effect on February 3, 2008. The implementing regulations have been recently issued.
The new law reduces the income tax rate on net profits of foreign entities operating in Kuwait to a flat tax rate of 15% (instead of the former range of 0% to 55%). The 15% tax will be levied on the profits of any foreign body corporate carrying on trade or business in Kuwait.
We provide advice to foreign companies with respect to their liability for income tax and advice on a transaction’s structural alternatives to assist in mitigating a foreign company’s exposure to the payment of income tax in Kuwait. We are also able to advise clients with respect to possible tax exposure in other countries in the Gulf region.
Steps are being taken in Gulf region to build infrastructure projects with long-term concessions being granted to private companies on a "BOT" (build, own, transfer) or "BOOT" (build, own, operate and transfer) basis.
ASAR has wide experience in project development and financing in a variety of sectors, including power, sewerage, ports and telecommunications projects. We act for lenders, developers, contractors and insurers and are experienced in advising on and implementing the varying structures and means adopted for the privatization of publicly owned or managed industries and services.
The firm has extensive experience of advising individuals and their families on optimizing their holdings around the world. We advise clients on trusts, offshore companies and other international structures, utilizing our close relationships with appropriate banks and trustee companies to allow us to create tailored, individual solutions for every client.
We also advise clients on their residential and commercial real estate holdings abroad, helping to manage the tax profile of their international property portfolios.
An increasingly large proportion of Muslim companies in the region are seeking to structure their economic activities in a manner that is complaint with Sharia’h. To do so requires a creative approach to developing financial instruments that simultaneously achieve compliance with Sharia’h and the intended business outcome. Ensuring that a transaction or a financial instrument is both compliant and effective requires detailed knowledge of appropriate Islamic guidance as well as the ability to assist Islamic scholars in their interpretation of relevant principles.
Our experience includes advisory services and negotiations on major Islamic finance projects and transactions including:
• Real estate
• Sukuks (bonds)
• Financial derivatives
• Sharia’h compliant liquidity instruments
• Construction financing
• Other derivatives
We work with businesses and financial institutions based in the Gulf region, as well as outside the region, to create Islamic finance solutions for a variety of situations. ASAR is recognized as one of the leading Islamic finance firms in the Gulf region.
ASAR has an extensive Intellectual Property practice. It is paramount to procure and protect intellectual property rights in Kuwait for foreign entities and locals alike. We assist our clients with trademark searches, challenges and applications. We help our clients stop infringements before they happen through the filing of oppositions. Through the Kuwaiti Courts we have obtained civil relief for our clients as well as assisted in successful criminal prosecutions for trademark infringements. We also assist clients with applications for, and protections of their copyrighted works.
Applications for patents are accepted in Kuwait, though as yet, no patents have been issued. The filing for a patent in Kuwait does create a priority right, and we have assisted our clients in securing “their place in line” should the Kuwaiti Patent Office issue approvals and registrations of patents in the future. Industrial designs also cannot progress past the application stage at this time in Kuwait. In these instances we work with our clients to protect their rights to the extent possible in this developing area of the law.
ASAR is at the forefront in Kuwait in providing a full range of restructuring services in relation to some of Kuwait’s largest companies including corporate and financial restructuring. Our lawyers have skill and knowledge to help with legal risk analysis, negotiating with creditors and debtors and dealing with distressed debt situations. ASAR advises clients on bankruptcy and assists in reaching out-of-court settlements. The Firm also has significant expertise in advising some of the largest multinational companies with respect to the tax restructuring of their existing businesses or providing advice on the most tax efficient way of structuring their new businesses.