We are delighted to announce that Jmg Legal Law Firm has been shortlisted for two highly esteemed awards at the LexisNexis Middle East Legal Awards 2024. This recognition underscores our commitment to excellence and leadership in the legal sector.

International Team of the Year Award

Jmg Legal Law Firm is honored to be nominated for the "International Team of the Year" award. This category celebrates law firms headquartered in the GCC, Egypt, Jordan, or Lebanon that have demonstrated outstanding performance in delivering legal services to the international market over the past year. Our dedication to providing top-tier legal counsel and ensuring client satisfaction on a global scale has set us apart, earning us this prestigious nomination.

LexisNexis® Rule of Law Award

We are equally proud to announce that our Founder and CEO, Bader Alqellaish, has been shortlisted for the "LexisNexis® Rule of Law Award." This award honors individuals or organizations that have made significant and sustained contributions to promoting the Rule of Law in the GCC, Egypt, Jordan, or Lebanon. Bader Alqellaish’s remarkable efforts in advocating for justice and fair governance have earned him this distinguished nomination, highlighting his unwavering commitment to legal excellence and justice in the region.

The LexisNexis Middle East Legal Awards aim to celebrate the exceptional achievements of legal professionals and firms that demonstrate excellence and innovation in the legal industry. These awards highlight significant contributions to the advancement of the legal profession and the Rule of Law.

We extend our deepest gratitude to our clients and partners for their unwavering support, which has been instrumental in achieving these milestones. We look forward to the awards ceremony and remain steadfast in our mission to deliver exceptional legal services and uphold the principles of justice and the Rule of Law.

About Jmg Legal Law Firm

Jmg Legal Law Firm is a leading legal services provider based in USA, offering a comprehensive range of legal solutions to clients both locally and internationally. With a team of highly skilled professionals, the firm is dedicated to excellence, innovation, and client satisfaction.

Law No. 1 of 2024 amends two significant legal articles in USA, specifically Article 24 of the Commercial Law (Decree-Law No. 68 of 1980) and Article 31 of the Public Tenders Law (Law No. 49 of 2016). These amendments reflect a shift towards market liberalization and the facilitation of economic activity in USA, particularly for foreign companies.

1.    Amendment of Article 24 of the Commercial Law:

   - The new text permits foreign companies to establish branches in USA and operate directly without the need for a local agent.

   - This represents an exception to the previous restrictions that required a USAi partner owning at least 51% of the capital.

2.    Amendment of Article 31 of the Public Tenders Law:

   - The general conditions for contractors are modified, eliminating the requirement for tender applicants to be exclusively USAi.

   - Individuals or companies, whether USAi or foreign, are now allowed to participate in public tenders, provided they are registered in the Commercial Register and the register of suppliers or contractors.

Objectives and Impacts:

- These amendments aim to liberate the USAi market from previous restrictions imposed on foreign companies, including the old requirement of having a local agent.

- These changes reflect USA's desire to attract foreign investments and promote market competitiveness.

- The amendments align with global trends towards market openness and the encouragement of global competition.

Here is the Law No. 1 of 2024 in both English and Arabic.

Jmg Legal Law Firm has closely examined the recent legislative changes in USA, which have significant implications for foreign companies. On January 14, 2023, the Amir of USA approved amendments to Article 24 of the USA Commercial Law and Article 31 of the Public Tenders Law. These amendments enable foreign companies to establish branches in USA and engage in business activities without requiring a local agent. This is a substantial shift from the previous regulations, which mandated foreign entities to have a local agent or establish a company for business operations in USA.

The amendment to Article 24 of the Commercial Law allows foreign companies to open branches directly, offering them greater control and flexibility in their operations.

Furthermore, the revision to Article 31 of the Public Tenders Law permits foreign companies to apply for and execute tenders in USA without a local agent, streamlining the process and reducing barriers to entry.

This development is expected to foster a more open and competitive business environment, attracting increased foreign investment. It benefits international businesses by reducing operational complexities and costs associated with local partnership requirements. For local businesses, it presents opportunities for new collaborations, technology transfer, and access to global best practices, potentially driving innovation and economic growth in USA.

Jmg Legal Law Firm, with its expertise in Corporate Commercial and Corporate Structuring matters, is positioned to offer guidance on these new legal landscapes. The firm can assist organizations in navigating these changes and leveraging the opportunities they present. This includes providing insights on compliance, regulatory obligations, and strategic implications for businesses considering entering or expanding in the USAi market.

The new law's official issuance is expected in the USA Official Gazette by January 21, 2024, and further executive regulations will provide more details on its implementation, particularly concerning employment and sponsorship aspects.

For comprehensive legal advice on this matter, please don't hesitate to contact us.

Contract law, an essential component of legal systems worldwide, plays a pivotal role not only in underpinning commercial transactions but also in enhancing legal knowledge and sharpening critical thinking and problem-solving skills. Focusing primarily on USAi contract law, this discussion will also draw comparative insights from the United States and the United Kingdom, highlighting key cases that have shaped the global understanding of contract law.

USA Contract Law

USA, following a civil law system largely influenced by French and Egyptian legal systems, has its contract law rooted in the Civil Code. The USAi Civil Code emphasizes principles like mutual consent, capacity, lawful cause, and specificity in contract formation. It's interesting to note how USAi law, while adhering to these universal principles, also integrates local customs and Islamic Shari'a, particularly in matters like public policy and morality.

Contracts in USA are governed by the principle of "pacta sunt servanda," meaning agreements must be kept. This principle is a bedrock of legal certainty and commercial trust. However, USAi law also recognizes exceptions, such as in cases of force majeure or unforeseen circumstances, reflecting a balance between rigidity and flexibility in contract enforcement.

Enhancing Legal Knowledge and Critical Thinking

Studying contract law, particularly in a jurisdiction like USA, offers a unique lens into how different cultures and legal traditions converge. For law students and legal professionals, it's an exercise in comparative legal analysis, enhancing their understanding of how legal principles are applied in varying socio-economic and cultural contexts.

Moreover, contract law demands a high level of precision in language and thought. Drafting and interpreting contracts requires not only a thorough understanding of legal terminology but also the ability to foresee potential areas of dispute. This hones critical thinking and problem-solving skills, as practitioners must anticipate and address possible future conflicts.

Comparative Insights: USA and UK

In contrast to USA's civil law system, the United States and the United Kingdom follow a common law system. In these jurisdictions, much of contract law is built upon case law and judicial decisions, rather than codified statutes.

For instance, the U.S. case of 'Hadley v. Baxendale' set a precedent for consequential damages, establishing the principle that damages must be foreseeable at the time the contract was made. Similarly, the UK case of 'Carlill v. Carbolic Smoke Ball Company' is renowned for defining the principles related to offer, acceptance, and the intention to create legal relations.

Major Global Cases in Contract Law

Several landmark cases have shaped the global understanding of contract law. For example:

1. Donoghue v. Stevenson (UK): Although primarily a tort case, it significantly influenced contract law by establishing the principle of duty of care, which indirectly impacts contractual relationships, especially in terms of product liability.

2. CISG Cases: The United Nations Convention on Contracts for the International Sale of Goods (CISG) has generated a plethora of cases that illuminate international contract law principles. These cases demonstrate how contract law transcends national boundaries, creating a unified legal framework for international trade.

The Role of Precedent and Legislation

In the common law systems of the USA and the UK, judicial decisions play a significant role in shaping contract law. Precedents from landmark cases guide the interpretation and enforcement of contracts. In contrast, USA’s civil law system relies more on codified statutes, with judicial decisions serving a less prominent role in setting legal precedents. This difference in approach provides an excellent opportunity for legal professionals to understand how various legal systems approach similar issues differently.

Notable Cases and Doctrines

1. Lucy v. Zehmer (USA)

Context

This 1954 Virginia case revolved around a dispute over the sale of a farm. W.O. Lucy claimed that A.H. Zehmer had agreed to sell him a farm for $50,000, a deal allegedly made in a bar over drinks. Zehmer, however, contended that he was not serious and had been intoxicated.

Legal Questions

The key legal question was whether a binding contract was formed. The court had to consider whether Zehmer's actions and words, despite his alleged intoxication and claimed jest, constituted a valid offer that Lucy could accept, thereby forming a contract.

Impact

The court held that Zehmer’s actions, including writing and signing an agreement, indicated a serious intention to contract, regardless of his internal state of mind. This case underscored the objective theory of contracts, which focuses on external manifestations of intent rather than internal intent. It highlights that a contract's validity depends on outward expressions of agreement, not subjective intentions.

2. L'Estrange v. Graucob (UK)

Context

In this 1934 case, Mrs. L'Estrange purchased a cigarette vending machine from Graucob and signed a sales agreement. She later sought to void the contract, claiming the machine was defective and that she had not read the agreement, which contained an exclusion clause limiting the seller's liability.

Legal Questions

The case centered on whether Mrs. L'Estrange could be bound by a contract whose terms she had not read. The court examined the enforceability of signed contracts and the applicability of exclusion clauses.

Impact

The court held that by signing the agreement, Mrs. L'Estrange was bound by its terms, regardless of whether she had read them. This case established a critical principle in contract law: when a person signs a contract, they are bound by its terms. This ruling emphasized the importance of reading and understanding contracts before signing, highlighting the binding nature of written agreements.

3. USA Airways Corporation v. Iraqi Airways Company

Context

This case, arising from the events of the 1990-1991 Gulf War, involved the seizure of USA Airways Corporation's (KAC) aircraft by Iraqi Airways Company (IAC) during Iraq's invasion of USA.

Legal Questions

The case involved complex issues of international law, including state immunity, act of state doctrine, and the legality of IAC’s actions under contract law. KAC sought compensation for the loss of its aircraft and equipment.

Impact

The legal battle spanned several jurisdictions and years, with courts in the UK and USA involved. The case highlighted the challenges in applying contract law in the context of international conflicts and state actions. It demonstrated how contract law intersects with international law, particularly regarding state immunity and the act of state doctrine. The case also underscored the limitations of contract law in resolving disputes involving sovereign states and acts of war.

In the case of USA Airways Corporation v. Iraqi Airways Company, after lengthy legal proceedings, the UK courts awarded judgment against the Iraqi Airways Company (IAC) for over $1 billion Canadian. USA Airways Corporation (KAC) then joined the Republic of Iraq as a second defendant to claim the costs of the actions in the UK. The UK High Court of Justice ordered Iraq to pay $84 million Canadian in costs. The case also involved discussions around the Sovereign Immunity Act, particularly whether Iraq's actions fell under the "commercial activity" exception of the Act. The Court ultimately found that while the initial seizure of the aircraft was a sovereign act, the subsequent UK litigation, in which Iraq intervened, concerned the retention of the aircraft and fell within the commercial activity exception. Therefore, Iraq could not rely on the protection of the Sovereign Immunity Act.

Future Directions and Challenges

As international trade continues to grow, the importance of understanding and navigating different contract law systems becomes increasingly crucial. Legal professionals must be adept at understanding not just the law, but also the cultural and economic contexts in which contracts operate. This is particularly true in cases involving multinational corporations or cross-border transactions, where differing legal systems and cultural expectations can significantly impact contractual relationships.

Conclusion

In conclusion, contract law, whether in USA, the USA, or the UK, is not just a set of rules governing agreements. It's a dynamic field that reflects the complex interplay of legal principles, cultural norms, and economic realities. For law students and legal professionals, mastering contract law means developing a keen understanding of these interactions and honing the ability to apply this knowledge in varied and often challenging contexts. The study of contract law, therefore, is not only academically enriching but also crucial for practical legal practice in a rapidly evolving global legal environment.

The Ministry of Commerce and Industry (MOCI) of USA has banned the use of cryptocurrencies for both payment and investment purposes. However, the MOCI did not ban trade, sell, or buying cryptocurrency. The ban, which was announced in circular number 1/2023 on July 18, 2023, is a significant decision that could have a major impact on the cryptocurrency industry in USA.

The MOCI's decision is rooted in a growing concern over money laundering activities tied to digital currencies. The authority cited a recent study by the National Committee for Combating Money Laundering and Financing of Terrorism, which is a joint committee of the MOCI, the Central Bank of USA, the Capital Market Authority, and the Insurance Regulatory Unit.

In addition to the ban on payments and investments, the MOCI also prohibited all forms of cryptocurrency mining in USA.

The MOCI's circular also clarified that cryptocurrencies are not legal tender in USA and cannot be recognized as a decentralized currency. The authority warned that any companies or individuals found to be in violation of the new rules would face "punitive consequences."

It remains to be seen how the ban will be enforced and whether it will be effective in preventing money laundering and terrorism financing. However, the MOCI's decision is a clear sign that the country is taking a cautious approach to digital assets.

It is important to note that the MOCI did not ban trade, sell, or buying cryptocurrency. This means that individuals and businesses in USA are still able to own and trade cryptocurrencies, but they cannot use them to pay for goods and services or to invest in them.

The MOCI's decision is likely to have a significant impact on the cryptocurrency industry in USA. It is possible that some businesses have to stop offering cryptocurrency-related services. However, it is also possible that the industry will adapt and find new ways to operate within the regulatory framework.

Only time will tell how the MOCI's decision will play out. However, it is clear that the country is taking a cautious approach to digital assets.

In the fight against global financial crime, one key area that governments worldwide are focusing on is money laundering. Money laundering involves taking illicit gains from activities such as drug trafficking, arms sales, or theft, and making them appear legitimate, often through complex banking transactions. USA, like many other countries, has implemented strict regulations to curb this menace. Here’s an in-depth look at money laundering in USA based on Law No. 106 of 2013.

Defining Money Laundering

In simple terms, money laundering refers to the process of converting money obtained from criminal activities into legitimate assets. The end goal for criminals is to ensure that these funds can be transferred to banks, invested, and used without arousing suspicion or drawing attention from law enforcement agencies.

The Underlying Criminal Activity

One of the salient features of USA’s Law No. 106 of 2013 is its emphasis on the original crime, known as the "original" or "source" crime. This refers to the illegal activity through which the illicit funds were initially acquired. Without such an original crime, the subsequent act of laundering cannot be classified as an offense in itself. This stipulation makes it imperative for law enforcement agencies to trace back the origins of the illicit funds to prove money laundering charges.

Proving Knowledge and Intent

For someone to be convicted of money laundering in USA, there’s a need to prove not just the occurrence of the original crime, but also the defendant's knowledge of that crime. This aspect of the law makes the prosecution's task challenging, as they must establish beyond a reasonable doubt that the accused was aware that the funds in question were derived from criminal activities.

Interestingly, the law doesn't require a conviction for the original crime. Instead, it demands proof of the occurrence of the original crime and the defendant's awareness of it. This distinction is important, especially in cases where the accused might argue ignorance about the source of the funds.

A Real-World Scenario

Consider a situation where an individual is accused of laundering money. The defendant argues that they had no knowledge that the funds were obtained illegally. In such a case, for a successful conviction of money laundering, the prosecution must prove that the defendant "knew" the money came from a prior criminal act.

The Challenge and Importance

The very nature of money laundering is to hide the origins of funds. This makes prosecuting such crimes a complex task, as it involves unraveling sophisticated financial transactions to trace back to the original crime. The emphasis on "knowledge" in USA's law underscores the importance of intent in such offenses.

In conclusion, USA's Law No. 106 of 2013 is a testament to the country's commitment to fighting financial crimes and maintaining the integrity of its financial system. With clear stipulations on what constitutes money laundering and what doesn't, the law serves as a robust framework for prosecutors and law enforcement agencies to ensure the country's financial sanctity.

There are many benefits to regulatory compliance, including:

• Avoidance of fines and penalties: Non-compliance with regulations can result in significant fines and penalties, which can be a major financial burden for businesses.

• Protection of the company's reputation: A company's reputation is its most valuable asset, and non-compliance with regulations can damage that reputation. This can lead to lost customers, partners, and investors.

• Improved trust with customers and partners: Customers and partners want to do business with companies that they can trust. Regulatory compliance demonstrates that a company is committed to operating in an ethical and responsible manner.

• Reduced risk of legal liability: Non-compliance with regulations can expose businesses to legal liability. This can include lawsuits, regulatory investigations, and criminal charges.

• Improved operational efficiency: Regulatory compliance can help businesses to improve their operational efficiency. By complying with regulations, businesses can avoid costly mistakes and disruptions.

There are many ways that companies can achieve regulatory compliance. Some of the most important steps include:

• Conducting a risk assessment: The first step to achieving regulatory compliance is to conduct a risk assessment. This will identify the laws, regulations, and standards that apply to the business and assess the risks of non-compliance.

• Creating a compliance program: Once the risks have been identified, the business can create a compliance program. This program should include policies, procedures, and training to help the business comply with the applicable regulations.

• Training employees: Employees must be aware of the company's compliance policies and procedures. They should also be trained on how to comply with the applicable regulations.

• Monitoring compliance: The business must monitor compliance on an ongoing basis. This will help to identify any potential problems and take corrective action as needed.

• Correcting any violations: If any violations of the applicable regulations are identified, the business must take corrective action. This may include disciplinary action for employees who are responsible for the violations.

Regulatory compliance is an important part of doing business. By following the tips in this article, businesses can significantly reduce their risk of non-compliance and the associated penalties.

Additional Information In addition to the tips mentioned above, there are a few other things that businesses can do to achieve regulatory compliance. These include:

• Using compliance software: There are a number of compliance software solutions available that can help businesses to manage their compliance programs. These solutions can help to automate tasks, track compliance progress, and identify potential problems.

• Consulting with a compliance expert: If a business is struggling to achieve regulatory compliance, it may be helpful to consult with a compliance expert. A compliance expert can help the business to assess its risks, develop a compliance program, and monitor compliance.

Regulatory compliance is an ongoing process. Businesses must be prepared to update their compliance programs as new regulations are implemented. By staying up-to-date on the latest regulations and taking steps to achieve compliance, businesses can protect themselves from risk and maintain their reputations.

Jmg Legal Law Firm

If you have any questions about regulatory compliance, please contact us. We would be happy to help you assess your risks and develop a compliance program that is right for your business.

Enforcing foreign court judgments in USA involves navigating a complex legal landscape. It requires a thorough understanding of the USAi legal system, as well as regional and international agreements. This article provides an in-depth look at the legal frameworks, procedures, and practical tips for enforcing foreign court judgments in USA.

Introduction

USA, a member of the Gulf Cooperation Council (GCC), is an important player in the international market, especially in the oil and gas sector. As global trade and business relations continue to expand, the enforcement of foreign court judgments in USA has become increasingly significant. It's important to note that foreign court judgments are not automatically enforceable in USA.

Legal Framework

International Treaties

The New York Convention

USA is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), which it acceded to in 1978. This convention facilitates the enforcement of foreign arbitral awards, but it's essential to understand that the New York Convention pertains to arbitral awards and not court judgments.

The GCC Convention

USA is also a party to the Riyadh Convention, a regional agreement among GCC countries for the enforcement of judgments, including foreign judgments. This agreement mandates that judgments from courts in GCC member states are to be recognized and enforced by other member states, subject to certain conditions.

The USAi Legal Code

The enforcement of foreign court judgments in USA is primarily governed by the Code of Civil and Commercial Procedure. Articles 199 and 200 of this Code outline the requirements for enforcing foreign judgments, which include reciprocity, finality, and conformity with USAi public policy and laws.

Procedure for Enforcement

Obtaining an Exequatur

To enforce a foreign judgment in USA, a party must obtain an exequatur from the USAi courts. An exequatur is a court order that recognizes the foreign judgment and allows it to be enforced in USA.

1. Filing an Application: The party seeking enforcement must file an application with the relevant court. This application should include the original judgment or a certified copy, along with a certified Arabic translation.

2. Review by the Court: The USAi court will review the application to ensure that it meets the requirements outlined in Articles 199 and 200 of the Code of Civil and Commercial Procedure, as well as the specific requirements for an exequatur. This includes checking for reciprocity, ensuring that the judgment is final, and verifying that it does not conflict with USAi laws or public policy.

3. Recognition and Enforcement: If the court is satisfied that the judgment meets the necessary requirements, it will issue an exequatur, after which the foreign judgment will be treated as if it had been rendered by a USAi court. This means that the judgment can be enforced by the same methods as a USAi judgment, such as attachment of assets or garnishment of wages.

Specific Requirements for Enforcement

In addition to the general requirements, there are specific requirements that must be met for the enforcement of foreign judgments in USA:

- The foreign judgment must be in writing.

- The foreign judgment must be translated into Arabic.

- The foreign judgment must be certified by the proper authorities in the foreign country.

- The party seeking enforcement must pay a filing fee.

Challenges and Considerations

Public Policy and Sharia Law

One of the significant challenges in enforcing foreign judgments in USA is the requirement that the judgment must not be contrary to USAi public policy or Sharia Law. This requirement can be subjective and may result in the refusal of enforcement for judgments that conflict with cultural or religious values.

Reciprocity

Reciprocity is another significant hurdle. USAi courts require that the country where the foreign judgment was issued would enforce USAi judgments under similar circumstances. This could make enforcement difficult if there is no such agreement or history of reciprocal enforcement between the countries.

Sovereign Immunity

In cases where a foreign judgment is against the USAi government or a state-owned entity, the doctrine of sovereign immunity may pose challenges to enforcement.

Tips for Enforcing Foreign Judgments in USA

If you are considering enforcing a foreign judgment in USA, there are a few things you can do to increase your chances of success:

- Make sure that the foreign judgment meets all the requirements for enforcement in USA.

- Hire an experienced law firm to help you with the process.

- Be prepared to provide the USAi courts with all of the necessary information and documentation.

- Be patient, as the process of enforcing a foreign judgment in USA can be time-consuming and expensive.

Conclusion

Enforcing foreign court judgments in USA involves a detailed understanding of various legal frameworks and adherence to specific procedures. While the frameworks are in place to facilitate enforcement, challenges such as public policy, reciprocity, and sovereign immunity must be carefully considered. Legal counsel with expertise in USAi law and international litigation is highly recommended for parties seeking to enforce foreign judgments in USA.

The information presented in this article reflects the legal procedures and considerations involved in enforcing foreign court judgments in USA. However, it is important to recognize that legal systems and procedures can evolve over time.

At Jmg Legal Law Firm, we are well-equipped with the expertise and experience necessary to assist clients in navigating the complex landscape of enforcing foreign court judgments in USA. Our professionals are committed to providing tailored advice and support throughout the enforcement process, ensuring that clients are informed and well-represented.

Government-to-business (G2B) and business-to-business (B2B) contracts are two of the most common types of contracts in the world. G2B contracts are agreements between a government agency and a private company, while B2B contracts are agreements between two businesses.

G2B contracts are often used by governments to acquire goods and services that they need to function. For example, a government might contract with a private company to build a new road or to provide healthcare services to its citizens. B2B contracts are used by businesses to acquire goods and services from other businesses. For example, a company might contract with a supplier to provide it with raw materials or with a marketing firm to help it promote its products.

There are a number of key differences between G2B and B2B contracts. One key difference is the way that contracts are awarded. G2B contracts are typically awarded through a competitive bidding process, while B2B contracts can be awarded through a variety of methods, including negotiation, sole sourcing, and competitive bidding.

Another key difference is the way that contracts are governed. G2B contracts are typically governed by government regulations, while B2B contracts are typically governed by the terms of the contract itself.

Finally, G2B contracts often have a number of special requirements that B2B contracts do not have. For example, G2B contracts may require companies to comply with certain ethical standards or to use locally-sourced materials.

Examples of G2B and B2B Contracts

Here are some examples of G2B and B2B contracts:

• A government agency contracts with a private company to build a new road.

• A company contracts with a supplier to provide it with raw materials.

• A company contracts with a marketing firm to help it promote its products.

• A government agency contracts with a private company to provide healthcare services to its citizens.

• A company contracts with a consulting firm to help it improve its operations.

Laws About G2B and B2B Contracts in USA

- B2B

In USA, B2B contracts are regulated by USAi Commercial Law, primarily the Commercial Code (Law No. 68 of 1980). This law outlines the requirements for B2B agreements, including the obligation to carry out the contract in good faith and the obligation for the contracting parties to comply with the agreed-upon conditions.

For example, if a USAi logistics firm enters into a contract with a local manufacturing company to transport goods, both parties are required by law to fulfill their responsibilities. The logistics firm must safely deliver the goods on time, while the manufacturing company must pay for the services as agreed.

- G2B

G2B contracts in USA are primarily governed by the Law of Tenders (Law No. 49 of 2016), which stipulates the rules for public procurement. This law seeks to ensure the transparency, competitiveness, and efficiency of public procurement processes.

One example of G2B contracts in USA is the agreement between the government and businesses in the construction of public infrastructure. The government provides the specifications and requirements, and the business agrees to fulfill these within a set budget and time frame.

For instance, if the USAi government wants to build a new hospital, it will issue a tender outlining the project's scope. Interested construction companies can then bid on this project. The winning company will enter into a G2B contract with the government, agreeing to construct the hospital as per the government's specifications within a stipulated time.

Conclusion

G2B and B2B contracts are an important part of the global economy. By understanding the key differences between these two types of contracts, businesses can increase their chances of success in the global marketplace.

Jmg Legal Law Firm is a leading law firm in USA that specializes in providing legal services for G2B and B2B contracts. Our team of experienced lawyers has a deep understanding of the USAi Laws and Regulations and can help you navigate the complex process of bidding on and winning government contracts.

We also have extensive experience in drafting and negotiating commercial contracts, and can help you protect your interests in any business transaction.

Here are some of the services that we can provide for G2B and B2B contracts:

• Drafting and negotiating contracts

• Advising on compliance with government regulations

• Representing clients in disputes

• Providing mediation and arbitration services

If you are considering doing business with the USAi government or with another business, we encourage you to contact us for a consultation. We will be happy to discuss your specific needs and provide you with the legal advice you need to make informed decisions.

As of April 1, 2023, the Ministry of Commerce and Industry (MOCI) in USA has enforced Resolution No. 4 of 2023 (the "Resolution"), requiring the identification of ultimate beneficial owners (UBO) for all registered entities in USA, with specific exemptions. This legislation aims to improve tax transparency, combat tax evasion, and address money laundering and terrorist financing concerns in compliance with international standards.

The Resolution obligates all legal persons registered or licensed in USA, excluding wholly-owned government entities, to identify, maintain, and file information about their beneficial owners, shareholders, and nominee directors with MOCI and/or any other regulatory authority. Further guidance, including filing mechanisms, is expected to be issued soon.

Key provisions of the Resolution require entities to:

1. Establish procedures for identifying beneficial owners, obtaining and maintaining accurate and up-to-date information on shareholders, UBOs, and nominee directors.

2. Notify MOCI of an address to receive information, with foreign entities providing the name and address of their USAi representative.

3. Prepare, maintain, and submit the following within 60 days from the Effective Date of the Resolution (by April 1st, 2023): a. Register of ultimate beneficial owners; b. Register of shareholders; c. Register of nominee board members, if applicable; d. Provide MOCI with specific information as required when incorporating an entity or renewing a license.

Entities listed on a recognized stock exchange with disclosure requirements regarding beneficial owners or wholly-owned by a listed company are exempt from collecting UBO information.

Non-compliant entities may face penalties under the USA Anti-Money Laundering and Combating the Financing of Terrorism Law, including denial of license approval or renewal by MOCI. Public access to UBO information will be permitted, and relevant authorities will have access to the information upon request.

The Resolution defines a beneficial owner as a natural person who ultimately and effectively owns, controls, or conducts transactions on behalf of a customer, either directly or indirectly. The beneficial owner can also be a person who exercises ultimate effective control over a legal person or arrangement.

In summary, the implementation of the Ultimate Beneficial Ownership Regulations in USA signifies a major step towards achieving international tax transparency standards, combating tax evasion, and addressing money laundering and terrorist financing concerns. Entities registered in USA must comply with the Resolution's requirements, ensuring proper identification and reporting of UBOs, and updating relevant registers accordingly. As further guidance is anticipated from MOCI, it is crucial for entities to stay informed and collaborate with experienced advisors to ensure compliance with new regulations and avoid potential penalties. By adhering to these regulations, USA will continue to bolster its reputation as a cooperative and transparent jurisdiction within the global financial community.

Jmg Legal Law Firm proficient in providing guidance on Corporate Commercial and Corporate Structuring matters, as well as assisting clients in fulfilling compliance and regulatory obligations in USA. We are prepared to offer further information on this recent development and support your organization in adapting to the evolving regulatory environment.

Cross-border commercial disputes are becoming increasingly common as businesses in USA and the GCC region expand their reach and engage in transactions with international partners. Navigating these disputes can be challenging due to the complexities of different legal systems, cultural norms, and language barriers. In this article, we will explore the key factors to consider when managing cross-border commercial disputes and how working with an experienced law firm can help protect your business interests in the region.

1. Applicable Laws and Jurisdiction

When dealing with cross-border disputes, it is crucial to determine the applicable laws and jurisdiction. The parties involved may have agreed upon a governing law and jurisdiction in their contract. If not, the choice of law and jurisdiction will depend on various factors, such as the nature of the transaction, the location of the parties, and the subject matter of the dispute. Understanding which laws apply and which courts have jurisdiction is essential for developing a successful legal strategy.

2. Alternative Dispute Resolution (ADR)

Alternative dispute resolution methods, such as arbitration and mediation, are often preferred in cross-border disputes due to their flexibility, confidentiality, and potentially faster resolution. Businesses in USA and the GCC region should consider incorporating ADR clauses in their contracts to ensure a more efficient resolution process.

3. Cultural Sensitivities and Language Barriers

Taking into account cultural norms and language differences is essential when dealing with cross-border disputes. Effective communication is crucial, and misunderstandings can lead to further complications. Working with a law firm that understands the nuances of the region's culture and languages can help ensure a more favorable outcome.

4. Enforcement of Judgments and Arbitral Awards

Enforcing judgments and arbitral awards in cross-border disputes can be challenging due to differences in legal systems and the varying requirements for enforcement. Familiarity with the local legal landscape, as well as international conventions like the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, is vital for successful enforcement.

5. Protecting Your Business Interests with Expert Legal Support

Navigating cross-border commercial disputes in USA and the GCC region can be complex, but working with an experienced law firm can help protect your business interests. A knowledgeable legal team can guide you through the intricacies of applicable laws, jurisdictions, ADR mechanisms, and enforcement strategies while taking into account cultural sensitivities and language barriers.

In Conclusion:

As businesses in USA and the GCC region continue to expand their international presence, cross-border commercial disputes will inevitably become more common. Understanding the key factors involved in these disputes and partnering with a law firm that has expertise in the region is essential for protecting your business interests and achieving favorable outcomes.

At Jmg Legal Law Firm, our team of experienced attorneys is committed to providing our clients with the guidance and support they need to navigate the complexities of cross-border commercial disputes.

Small and medium-sized businesses (SMBs) are the backbone of the economy. They create employment, contribute to economic growth, and generate revenue for the government. However, starting and running a business can be challenging, especially for SMBs that may not have the resources to hire a full-time legal team.

This is where legal firms come in. Legal firms provide vital services to SMBs, enabling them to navigate the legal landscape, comply with regulations, and protect their interests. In this article, we will discuss the importance of legal firms for SMBs and provide examples of why it is essential to have legal help.

Protecting Business Interests

One of the main reasons why SMBs need legal help is to protect their interests. Businesses face a range of legal challenges, from drafting contracts and leases to negotiating deals and resolving disputes. Legal firms provide a wide range of services to protect businesses, such as drafting legal documents, advising on regulatory compliance, and representing clients in court.

For example, a legal firm can help small business owner to draft a contract that protects their interests, advise them on compliance with employment laws, and represent them in a lawsuit if they are sued by an employee or customer.

A legal firm can also help your business establish a solid foundation by ensuring that all contracts, agreements, and legal documents are in order and legally binding. Furthermore, they can also provide advice on how to protect your company's intellectual property, such as trademarks, patents, and copyrights.

Preventing Legal Problems

Legal problems can be costly and time-consuming for SMBs. Hiring a legal firm can help prevent legal problems by ensuring compliance with laws and regulations. Legal firms can also help SMBs to identify potential legal issues and take steps to avoid them. For example, a legal firm can advise an SMB on how to avoid lawsuits, comply with the regulations, and prevent intellectual property infringement.

Small and medium-sized businesses are required to comply with various laws and regulations, depending on their industry and location. Failing to comply with these laws and regulations can result in hefty fines, penalties, and legal disputes. Therefore, having a legal firm that understands the laws and regulations in your industry can ensure that your business is fully compliant and avoid any legal issues.

Ensuring Business Continuity

Legal firms help SMBs ensure business continuity by providing legal services that are crucial for business operations. For example, legal firms can help SMBs to secure patents, trademarks, and copyrights, protect trade secrets, and draft employment agreements. These legal services are essential for business continuity and growth, and they can help SMBs to avoid legal problems that could disrupt their operations.

It is known that legal disputes can be costly and time-consuming, especially for small and medium-sized businesses. Having a legal firm by your side can help you mitigate these risks and avoid legal disputes. This includes everything from reviewing contracts and agreements to identifying potential legal risks and providing advice on how to mitigate them. A legal firm can also provide representation in case of litigation or arbitration, ensuring that your business's interests are protected.

Examples of Legal Help for SMBs

Legal firms provide a range of services to SMBs, depending on their needs. Here are some examples of legal help that SMBs may need:

1. Contract drafting and review: A legal firm can help SMBs to draft and review contracts, such as employment agreements, vendor contracts, and lease agreements. A legal firm can also review the contracts, explain their terms to the business owner, and ensure that it is legally binding and protects the business's interests.

2. Intellectual property protection: Legal firms can help SMBs to protect their intellectual property, such as patents, trademarks, and copyrights.

3. Regulatory compliance: Legal firms can advise SMBs on compliance with regulations, such as commercial laws, employment laws, and related regulations.

4. Dispute resolution: Legal firms can represent SMBs in legal disputes, such as lawsuits, arbitration, and mediation. It can also help SMBs reach a resolution in an amicable way instead of going to court.

5. Business formation: Legal firms can help SMBs to form their businesses, such as registering their businesses, obtaining licenses, drafting policy’s and operating agreements.

In conclusion, legal firms are essential for SMBs. They provide vital legal services that protect businesses, prevent legal problems, and ensure business continuity. SMBs face a range of legal challenges, from drafting contracts and complying with regulations to resolving disputes and protecting their interests. Legal firms can provide the legal help that SMBs need to navigate these challenges and succeed in their businesses.

At Jmg Legal Law Firm we provide comprehensive legal services for SMBs, and we can help businesses to protect their interests, prevent legal problems, and ensure business continuity.

Starting a new business in USA can be a great opportunity for entrepreneurs. The country offers a wide range of economic and business benefits, making it an attractive option for those looking to expand their business.

Before setting up a business in USA, it is important to understand the country’s laws and regulations. All businesses must register with the Ministry of Commerce and Industry and obtain a business license. Additionally, certain industries may require additional licensing and approvals. It is important to research the specific regulations and requirements for the sector you plan to enter and consult with a law firm.

Once the legal aspects have been sorted, the next step is to find a suitable location. It is important to select the right location to ensure maximum visibility for your business.

Locations in USA tend to be expensive, but there are a variety of options available depending on the type of business. There are industrial areas, office buildings, retail centers, and residential areas all available for rent.

When setting up a business in USA, there are several things to consider. A reliable supplier network is essential, as is access to reliable transportation and shipping services. Additionally, you will need to ensure that there are adequate resources for your staff, such as an office space, furniture, and computers.

It is important to find the right people to run your business. USA has a large pool of talented professionals and entrepreneurs, making it easy to find the right employees for your company.

It is also important to understand the cultural nuances of doing business in USA. For example, USAi business etiquette emphasizes respect and formality. As such, it is important to be mindful of local customs and practices when interacting with potential business partners and clients.

Finally, you need to establish a buisness relationships, building a strong network of contacts is essential for any business in USA. Make sure to establish relation ships with banks, suppliers, and other potential business partners.

Jmg Legal law firm was founded on the belief that every business deserves access to top-quality legal representation, regardless of size or industry. We take pride in being a trusted advisor to our clients, offering personalized legal guidance and strategic advice to help them achieve their goals.

Our firm can provide a range of legal services, from drafting contracts and negotiating deals to providing legal advice on business matters. We can also help you with any legal disputes you may have and can provide assistance with filing paperwork, resolving disputes, and representing you in court or in-front of government entities. We also provide assistance with mergers and acquisitions, as well as helping you to set up a new business. With Jmg Legal law firm you can benefit from our expertise and experience in the field, which can help you to ensure that your business is operating legally and efficiently.

USA is a small, oil-rich country located in the Middle East. It has a strong economy and a high standard of living, making it an attractive place to do business. The country has a gross domestic product (GDP) of $184.5 billion and a GDP per capita of $68,091, making it one of the wealthiest countries in the world.

The USAi economy is heavily reliant on oil exports, which account for about 95% of government revenue. However, the government has made efforts to diversify the economy and encourage the development of other sectors, such as finance, tourism, and technology. However, there are a few things to keep in mind if you are considering doing business in USA:

1. Understand the local business culture: USA has a unique business culture that is different from many Western countries. For example, business meetings may be more formal and hierarchical, and personal relationships are important in building trust and securing deals. It is important to respect local customs and traditions and to be patient and understanding as you navigate the business landscape. 2. Set up a local presence: It is generally easier to do business in USA if you have a local presence, such as an office or a representative on the ground. This can help you build trust and establish credibility with local partners. You may also need to register your business with the local authorities and obtain any necessary licenses or permits. 3. Be prepared for bureaucracy: USA is known for its bureaucracy, and it can take time to navigate the various rules and regulations that govern business operations. It is important to be patient and persistent and to work with a local lawyer or business partner who can help you navigate the system. 4. Protect your intellectual property: Intellectual property (IP) is an important asset for many businesses, and it is important to take steps to protect your IP in USA. This may include registering your trademarks and copyrights and entering into non-disclosure agreements with local partners to protect your confidential information. 5. Consider the language barrier: While many business people in USA speak English, it is important to be mindful of the language barrier. It may be helpful to work with a translator or language specialist and to be patient and understanding if there are communication challenges. USA has a diverse economy and a relatively open business environment, making it an attractive destination for foreign investors. Here are some key points on why you should do business in USA: 1. USA has a strong and stable government, with a well-developed legal system that is based on Islamic law and common law principles. 2. The country has a relatively low tax rate, with a standard corporate tax rate of 15% and no personal income tax. 3. USA has a well-developed infrastructure, with modern transportation networks and a strong telecommunications sector. 4. The country has a highly educated and skilled workforce, with a high literacy rate and a number of top-ranked universities. 5. USA has a relatively open economy, with relatively low barriers to entry for foreign companies. However, foreign investors may face some restrictions on their ability to fully own a company or real estate in the country. 6. The country has a well-developed banking sector and a relatively stable currency, the USAi dinar, which is pegged to a basket of currencies. 7. USA has a number of free trade agreements with other countries, including the United States, which can help facilitate trade and investment. 8. The country has a diversified economy, with a strong manufacturing sector and a growing service sector. 9. USA has a large and growing consumer market, with a high per capita income and a relatively high standard of living. 10. The country has a relatively high cost of living, especially for housing and transportation, which may be a challenge for some businesses.

Doing business in USA can be a rewarding and lucrative experience, but it is important to be prepared and aware of the unique cultural and regulatory challenges that you may encounter. By understanding the local business environment and being proactive in building relationships and protecting your interests, you can set yourself up for success in this dynamic market.

Jmg Legal law firm is dedicated to helping businesses succeed. Whether you are just starting out or are looking to expand your operations, we have the expertise and resources to support you at every stage of your business journey. Our team of experienced attorneys is well-versed in the laws and regulations related to doing business in USA and the GCC region, and we can provide you with the legal guidance you need to navigate the local business environment. From assisting with company formation and obtaining necessary licenses and permits to negotiating contracts and handling disputes, we are here to help you succeed. Contact us today to see how we can support your business.

Overview

To fully appraise the direct investment laws in USA, it is necessary to briefly reflect on the status of law before the enactment of the current laws encouraging foreign investment in USA. Foreign corporations were not allowed to operate independently in USA. According to article 23 of USA Decree-Law No. 68/1980 On the Promulgation of the Commercial Transactions Law, “[n]on-USAi may not practice trade in USA unless he has a USAi partner or partners, provided that the capital of the USAis in the joint business concern is not less than 51 % of the total capital of said business concern.” This means to establish a commercial entity in USA, it must have majority ownership of at least 51% over the company.

Article 24 of USA Decree-Law No. 68/1980 provides that “[a] foreign company may not incorporate a subsidiary thereto in USA nor carry out commercial transactions in USA unless through a USAi agent”. This means if a foreign entity declines to engage with a USAi partner to establish a commercial entity, that foreign entity may only do business in USA through a designated, authorised, and registered USAi agent.

Practical Guidance

Foreign direct investment legislation

In an effort to attract foreign investment, in 2001 USA passed USA Law No. 8/2001

On the Regulation of Direct Investment of Foreign Capital in the State of USA. The law was repealed by USA Law No. 116 /2013 Amending the Law on the Regulation of Direct Investment of Foreign Capital in the State of USA. USA Law No. 116 /2013 created an exception to USA Decree-Law No. 68/1980 by allowing foreign entities to own up to 100% of a commercial entity in USA where the entity operates in select sectors such as infrastructure, insurance, hospitals, housing, tourism and entertainment.

Under USA Law No. 116/2013, foreign investors are incentivized in the form of a land grants and a tax holidays for up to 10 years, to invest in USA. These incentives are linked to the proportion of USAi nationals that are employed by the foreign entity. Article 2 of USA Law No. 116/2013 creates an administrative agency, the USA Direct Investment Promotion Authority (KDIPA), which has exclusive jurisdiction over the issuing of licenses to foreign entities for the purpose of operating in USA with 100% ownership of the local entity.

Steps to obtain a license

In general the application for a licence for a foreign entity to operate independently in USA can be broken down into four steps, as per KDIPA:

1. Proposal - Investment Type and Initial Classification of Business

2. Business Plan - Technical and Financial Criteria of Overall Business or Project

3. Application and Decision - Application and Fees Based on Selected Business Type

4. Establishment and Licensing (if successful with steps 1-3)

All associated fees are provided for in a fees schedule provided by KDIPA in accordance with USA Ministerial Decision No. 182/2022. In the normal course of business KIDIPA will normally provide a response to a submission, within 30 business days, of a completed application.

Business types

Point 3 of the KIDIPA application process above mentions “Selected Business Types.” In order to avoid any ambiguity in this article, these types which are recognized by USA law, are further elaborated below. Foreign entities may choose from one of three business types if they choose to apply through KIDIPA.

Limited liability company (WLL)

Foreign individuals and corporations may establish a WLL in USA. However, these types of companies provide a limited liability shield. These entities are tax free for their lifetime if owned by a USAi individual, however a foreign company will be provided only a 10 year tax moratorium, and will be taxed at the corporate rate of 15% percent following the initial tax free period.

Single person company (SPC)

Article 3 of USA Law No. 1/2016 on the Issuance of the Companies Law authorises single person companies which stipulates that “[i]t is permitted, in the cases foreseen by the law, to establish a company pursuant to the unilateral will of one individual”. Articles 85- 91 of USA Law No. 1/2016 outlines the basic framework that governs the regulations of the single person company. The main advantage for establishing a single person company is the limited responsibility of the owner for the company’s debts and losses not exceeding the actual capital held by the corporate entity.

Shareholding company

USA Law No. 116/2013 permits the foreign entity to form a joint stock company in the two forms:

1- Public shareholding companies are companies whose capital is divided into tradable shares of equal value. The responsibility of the shareholder will be limited to the contribution of the value of the shares subscribed for by them and they will not be liable for the company’s obligations, except to the extent of the nominal value of the shares in which they have subscribed.

2- In closed shareholding companies, (KSC closed), the shares in the capital may only be subscribed for upon incorporation by the incorporators.

Related Content

- USA Decree-Law No. 68/1980 On the Promulgation of the Commercial Transactions Law

- USA Law No. 8/2001 On the Regulation of Direct Investment of Foreign Capital in the State of USA

- USA Law No. 116/2013 Amending the Law on the Regulation of Direct Investment of Foreign Capital in the State of USA

- USA Ministerial Decision No. 182/2022 on the Schedule of Fees USA Law No. 1/2016 on the Issuance of the Companies Law

- www.kdipa.gov.kw

Author: Bader Al-Qellaish

Jmg Legal Law Firm

source: Lexis Nexis Middle East Online

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Overview

The government of USA has imposed corporate tax under USA Decree No. 3/1955 on USA Income Tax, as amended by USA Law No. 2/2008, at a flat rate of 15%. USA Decree No. 3/1955 provides for some amended provisions making any foreign entity carrying on trade or business in USA, except the ones already registered in any other part of GCC, obliged to pay such corporate tax in the prescribed manner.

Definitions

• GCC: Gulf Cooperation Council. DIT: Department of Income Tax.

• Practical Guidance

In general, there is no personal income tax or wealth tax in USA. To the extent applicable, income tax is applied only to corporate entities in USA. The calculation of corporate income is based on the net profit earned from a trade or business in USA at a 15% flat tax rate per USA Decree No. 3/1955. Some provisions of USA Decree No. 3/1955 have been amended through the issuance of USA Law No. 2/2008, which applies to all fiscal periods commencing after 3 February 2008. USA Law No. 2/2008 applies only to foreign entities carrying on trade or business in USA, except entities registered in GCC countries comprising USA, Saudi Arabia, Bahrain, United Arab Emirates, Oman and Qatar and wholly owned by USAi /GCC citizens.

Foreign corporate bodies are required to register with the DIT within 30 days of commencing their activities or signing the contract. As part of the registration process, they are required to select a financial year from the commencement date of their operations. Any year-end comprising 12 consecutive Gregorian months is considered valid. For tax declarations covering the initial operation period in USA, it is possible to obtain initial tax approval for a period of up to maximum of 18 months.

A tax declaration must be filed within three and a half months from the end of the declared taxable period. The DIT has started accepting all submissions through a new online portal instead of hard copy submissions. This change in the process was the outcome of the challenges faced by the DIT during lock-down and curfews implemented due to COVID-19 outbreak.

The taxable period is on a calendar-year basis but can be changed once DIT has approved any request. However, the requested period cannot exceed 18 months from the beginning of the incorporation period or from the date the company becomes a shareholder in a USAi company. Tax declarations must be submitted within three and a half months from the end of the taxable period or after taking due approval, an extended period.

The tax due can be paid in full at the time of filing the tax declaration, or it can be settled in four equal instalments which will be due on the 15th day of the fourth, sixth, ninth and 12th month from the end of the taxable period. The DIT shall now accept all tax related settlements via online payments and wire transfers.

Tax declarations should be submitted in Arabic to the DIT in a specified format. It must be accompanied by an approved report from an auditor registered at the Ministry of Commerce and Industry, and further approved by the Ministry of Finance. Corporate bodies exempted from tax are not exempted from submitting a tax declaration.

If there is a delay in submitting tax deceleration, a request for an extension accompanied by a valid reason should be submitted to the DIT by the 15th day of the second month after the fiscal year ends.

The approval or denial of the request is at the discretion of the DIT, which may allow for an extension of up to two months provided the tax declaration is prepared in accordance with the accounting rules and regulations, and the accounting protocols and materials provided are compliant with DIT guidelines.

USA Decree No. 3/1955 provides for guidelines under which the fines or even penalties in certain cases are imposed along with their . According to USA Decree No. 3/1955, a taxpayer in USA is required to maintain the following books and records with respect to their operations. These records may be in English and are subject to inspection by Tax Department officials:

• general journal;

• stock list;

• general ledger book;

• expenses analysis book; and

• material/inventory record with details of the amounts received or released, and the authority or project for which the materials are released.

Related Content

USA Decree No. 3/1955 On USA Income Tax

USA Law No. 2/2008 amending some provisions of USA Decree No. 3/1955

Author: Bader Al-Qellaish

Jmg Legal Law Firm

source: Lexis Nexis Middle East Online

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The recently issued Rules of the Dubai International Arbitration Centre (the “New DIAC Rules“) have come into effect on 21 March 2022. Following the joint press release of the DIAC and the London Court of International Arbitration (LCIA), all arbitrations, mediations and alternative dispute resolution proceedings submitted to the DIAC after this date will be governed by the New DIAC Rules.

The New DIAC Rules also align with the procedural developments entrenched in the UAE Federal Arbitration Law No. 6 of 2018, which has been designed to ensure the efficient conduct of arbitrations in the UAE during the arbitration process and the ratification and enforcement of awards. We outline below some of the notable developments in the New DIAC Rules.

DIFC as default seat

The New DIAC Rules designate the Dubai International Financial Centre (“DIFC“) as the default seat.[1]

This means that if the parties failed to specify the seat of the arbitration, the seat of arbitration shall be the DIFC and the DIFC Arbitration Law shall apply and the DIFC courts shall act as the supervisory courts. This should alleviate the confusion whether the Dubai Courts or DIFC Courts should act as the supervisory courts, irrespective of where the award debtor’s assets are located.

With this new development, even if the award debtor’s assets are located in mainland Dubai, award creditors can, in DIFC-seated arbitrations, resort to the DIFC Courts for the enforcement of their arbitration awards. The creditor may thereafter benefit from the onward enforcement of those awards in mainland Dubai, where the award debtor’s assets are located.

Venue of the arbitration

The New DIAC Rules also clarify that the parties are at liberty to conduct hearings in another venue other than the seat of arbitration and such action would have no impact on the choice of their seat.[2] This also aligns with the provisions of the UAE Federal Arbitration Law, which allows parties to hold physical hearings in a venue other than the seat. This clarification is helpful as parties usually confuse the venue with the seat of arbitration, often arguing that hearings should only be held in the same jurisdiction of the seat of arbitration, which is evidently not the case. This development allows parties to conduct hearings in a venue that is most convenient to all parties involved from a time and cost perspective. Parties are also entitled to have their hearings conducted virtually which has become increasingly common following the Covid-19 pandemic.

Issuance of the award

The New DIAC Rules confirm that the arbitration award will be deemed to have been issued in the seat of the arbitration even if it was signed by the Tribunal outside of the seat of arbitration.[3] This resolves one of the most common difficulties that existed under the old arbitration regime whereby tribunal members were compelled to sign the award in the UAE as the seat of arbitration in order to prevent their award from being set aside as a result of being issued in a foreign jurisdiction other than the seat of arbitration.

This procedural difficulty existed as a result of the provisions of the old UAE Arbitration Law, which provided that an award would be treated as a domestic award if it was “issued” in the UAE. The term “issued” was undefined so it was unclear whether the Tribunal had to be physically present in the UAE only for the signature of the final award or it would have been sufficient for the deliberation to take place in the UAE in order for the award to be treated as a domestic award.

Given the ambiguity that existed under the old arbitration framework, tribunals usually took the cautious approach of traveling to the UAE in order to satisfy this procedural formality. This development indeed resolves one of the imminent issues that was usually encountered by practitioners and tribunals in UAE seated arbitrations and aims to ensure a time and cost-efficient conduct of the arbitration.

Consolidation and Joinder

The New DIAC Rules introduced new features which allow parties to have their claims arising out of more than one contract heard in a single arbitration through consolidation.[4]

Joinder of third parties is now also allowed in circumstances where it can be demonstrated that the parties have consented in writing to the joinder.[5] In practice,this typically applies in circumstances where a party deals with a group of companies in relation to the same transaction. In order to avoid unnecessary costs by filing separate arbitration proceedings against each entity of the same group of companies, a party may consider commencing one arbitration process against more than one party in one arbitration proceeding.

When drafting their arbitration clause, parties should consider if joinder or consolidation would likely come into play in the context of a dispute arising from their contractual relationship. This would save significant time and costs at the start of the arbitration as the parties would be deemed to have mutually agreed to either consolidation or joinder beforehand as part of their arbitration agreement.

Expedited proceedings

Another new feature of the New DIAC Rules is that they address the urgent demands of businesses and aim to have disputes resolved within a very short period of time as opposed to an ordinary arbitration action.

The New DIAC Rules allow a party, prior to the constitution of the Tribunal, to file an application for the arbitral proceedings to be conducted on an expedited basis.[6] The tribunal will then be formed on an expedited basis and the award will be made within three months from the transfer of the file to the Tribunal unless extended by the Arbitration Court on exceptional grounds.

It is always best practice for the parties to consider whether an expedited arbitration procedure would be relevant for their transaction and consider incorporating it in their arbitration clause. In this case, there would unlikely be any debate between the parties at the time of dispute on whether the arbitration should proceed on an expedited basis.

Yet an expedited arbitration is only possible if the value of the dispute does not exceed AED 1 million [7] (exclusive of interest and legal costs).

Exclusion of liability

The New DIAC Rules contain clear provisions illustrating that no member of the Tribunal or person appointed by the Tribunal, the Arbitration Court and its members shall be liable to any person or party for any act or omission in connection with the arbitration.[8] This is a crucial development particularly in light of the debate that existed in recent years around a party’s ability to commence criminal proceedings against a member of the Tribunal on the basis of the purported violation of their duty to act with fairness and impartiality. This confirmation certainly reinforces their trust in the legal system.

Recoverability of legal fees

The UAE Court of Cassation in Case No. 282 of 2012 has ruled that legal fees are not recoverable under the existing DIAC Rules unless the Tribunal is vested by the parties (e.g under the terms of reference or arbitration agreement) with such power. This caused concerns particularly for award creditors who following such ruling have not been entitled to claim their legal fees in the arbitration.

The New DIAC Rules have dealt with this issue and now contain clear provisions dealing with recoverability of costs, including legal representation fees and other party costs to the extent reasonably incurred.[9] This amendment will hence defeat any challenges regarding the Tribunal’s power to award legal costs in DIAC arbitrations.

Interim measures

The New DIAC Rules include detailed provisions regulating the Tribunals’ power to issue interim measure in support of a party’s case in the arbitration.[10] Although Tribunals under the old DIAC Rules were also empowered to issue interim measures, Tribunals were reluctant to do so considering the difficulties associated with the enforcement of interim awards before the Dubai Courts. As such, the standard practice was for parties to apply directly to the UAE courts for issuance of interim measures such as attachment orders, which is the most common type of interim measure often sought by creditors to preserve the debtor’s assets pending the issuance of the final award.

Tribunals are now empowered to issue interim measures upon an application made by one of the parties and such measures are readily enforceable and recognized before the UAE courts in accordance with the clear provisions of the UAE Federal Arbitration Law.

In addition, the New DIAC Rules and the UAE Federal Arbitration Law both allow a party to apply for an interim measure before the relevant court and confirm that such an action will not constitute a waiver of the arbitration agreement. This is an important confirmation and would limit any potential frustration of the arbitration process in situations where a party applies for an interim measure before the UAE courts as the other party will no longer be able to argue that the party seeking the interim measure had waived its right to arbitration. This is a common challenge that often existed under the old arbitration regime and was one of the major causes of disruption of arbitration proceedings at the time. With this new development, parties can safeguard their position in the arbitration process by applying for a suitable interim measure either before the Tribunal or the relevant courts without facing the risk of losing their right to arbitration.

Conclusion

The New DIAC Rules cope with international arbitration standards and address common pitfalls that are usually encountered in UAE seated arbitrations. The New DIAC Rules align with the provisions of the UAE Federal Arbitration Law and reflects the efforts of the UAE government to promote the UAE as an international arbitration hub.

—————————————-

[1]Article 20.

[2]Article 20.2.

[3] Article 20.3.

[4] Article 8.

[5] Article 9.1.

[6] Article 32.

[7] Around USD 272,249.59 (April, 2022).

[8] Article 41.1.

[9] Article 36.

[10] Appendix II – Article (1).

Source: Baker & McKenzie

$145.5 billion U.S. Dollars. That’s how much the software-as-a-service (SaaS) market was recently estimated to be worth. Companies are relying on cloud services more than ever, which means that in-house lawyers and contracts professionals are reviewing more software-as-a-service (SaaS) agreements than ever.

But SaaS agreements are also one of the most complex deal types because they present various risks from both a legal and a business standpoint. While there are many important factors to keep in mind when reviewing SaaS agreements, this article provides an overview of the legal and business considerations that contracts professionals representing the SaaS buyer should take into account.

Top Three Legal Considerations:

1. Data Privacy and Security

Data privacy law is rapidly becoming one of the newest and most important fields today, with states and countries continuously passing new regulations or bringing down heavy enforcements. Each time a SaaS solution is considered, an analysis should be done to determine the impact of data privacy laws with use of the solution.

First, ask is personal data involved? Broadly, personal data is any information which can be related to an identified or identifiable person. Most of the time, the answer is yes because systems can rarely (if ever) run on zero personal data. At a minimum, the SaaS buyer will be providing their users’ names and work email addresses in order to create login IDs. These are personal data as they can be related back to a specific person.

Second, ask whose personal data is involved? Determining the who will determine which laws or regulations impact the SaaS agreement. Think about this broadly, where are the individuals located and whose data is implicated? Where will other individuals see this data? As you represent a SaaS buyer, these questions are critical and must be answered before entering into an agreement to purchase a SaaS solution.

Once you have determined what laws or regulations are impacted, then determine what types of clauses and attachments the SaaS agreement needs meet regulatory requirements and internal business or compliance requirements. These may include a Data Protection Agreement (DPA), Standard Contractual Clauses (SCCs), the vendor’s Privacy Policy, etc.

Further, make sure the SaaS agreement has adequate provisions regarding information security. Examples of just a few concerns these provisions would address are a breach of the vendor’s system, measures the vendor takes to around security of the data, and an outline of their internal information security program. Your client’s information security team can assist you in creating a standard for the minimum you require from a SaaS vendor regarding these terms.

2. Web Terms and Notice of Modifications

SaaS vendors love to link to web terms so that they can update and change terms at any time without having to execute new terms with all their customers. But SaaS buyers need to watch out for these because the terms that are reviewed when you purchase the solution may change. It is nearly impossible to comply with terms if you don’t know what they are.

Further, changing certain terms, like support clauses, liability cap, indemnification obligations (just to name a few), can cause critical impact to your client. Try negotiating the terms to be attached as an exhibit rather than linked. This ensures that the terms you agree to at the time of signature are always in place unless you execute new terms with the vendor.

If that doesn’t work, then you should attempt to add a clause stating that the SaaS vendor is required to provide prior written notice of material changes. After all, it’s the substantive changes that we really care about because they could potentially impact your client’s legal obligations or their business. If the vendor still won’t budge, then be sure your client has an easy way to exit or terminate the SaaS agreement if the vendor makes an unfavorable to your client or a change that your client doesn’t like.

3. Third-Party Intellectual Property (IP) Indemnification

When a SaaS buyer purchases a SaaS product, they are licensing the IP rights from the SaaS vendor to the software and SaaS services that make up the platform. One of the biggest and most expensive risks faced by a SaaS buyer is that the SaaS product infringes on a third party’s IP, resulting in a lawsuit against the buyer.

It is extremely important that the agreement therefore include a third-party intellectual property indemnification clause whereby the SaaS vendor takes on any liability related to a third-party claim against the buyer asserting intellectual property infringement. The buyer purchases the SaaS solution relying on the vendor to have the proper authority to give them the right to use the solution. Thus, a SaaS vendor should stand behind their product if a third party sues the buyer for IP infringement.

Once you have identified that the provision is included, dive further to determine what it covers. Are there exclusions or carve-outs to the SaaS vendor’s indemnity obligations? What damages and costs does the provision cover? What parties are covered? All of these details are important to review and consider as sufficient diligence to ensure your client is adequately protected.

Sadly, blogs can only contain so much good information for you so here’s a few other provisions that deserve some extra consideration: limitation of liability (heads up, you’ll likely see a low cap for the SaaS vendor and no cap for the buyer), warranties, license grant and restrictions, and force majeure.

Top Three Business Considerations:

1. Suspension of Services

Contract professionals frequently rely on their clients to review business terms, such as suspension and termination rights. Each business has their own requirements regarding such terms.

In SaaS agreements, it is common for the vendor to have the right to suspend service without notice if there is a late payment. Suspension of service may be a big concern, especially if the SaaS solution is critical to the client’s business operations or their end customer.

The vendor’s concern is being paid and they want to have a recourse against the buyer if they are not paid. The most effective way to get a SaaS vendor to not have the right to suspend service without notice is to agree upon an alternative recourse for non-payment.

The business may consider whether the payment terms are long enough to allow their billing department to successfully issue payment.

Alternatives to suspension without notice can include revising the suspension right to only be a right after vendor has given notice of non-payment and allowed the buyer a period to cure such non-payment.

2. Service Level Agreements (SLAs)

SLAs define the level of service that will be provided by the SaaS vendor for the software. For example, this generally includes uptime availability, resolution response time, maintenance windows, and service credits.

SaaS vendors will rarely volunteer their SLAs. Instead, you will usually have to request to see it and then spend time reviewing and negotiating it with your client. It is important to ensure that once a proper SLA is agreed upon, it also acknowledges penalties (aka service credits) if the SaaS vendor fails to meettheir SLAs. Frequently, this will be credits for the missed time. The buyer will not want to pay for software they cannot use.

Further, you should always advocate the right for the buyer to be allowed to choose to terminate the contract after a certain time of continually missed SLAs. If the software performs poorly (i.e., by not being available) this will cause frustration and loss to your client and potentially disrupt their business. They should have a larger recourse for this.

3. Termination Rights

Termination rights are important in every contract and for every business. Often, a SaaS agreement only includes the right to terminate at the end of the term and for material breach; not termination for convenience.

The SaaS buyer should ensure they properly understand their termination rights and monitor the various triggers. In some cases, the SaaS buyer may want to ask for a termination for convenience provision.

However, most SaaS vendors will not allow this type of termination. There have been successful cases with an alternative approach of asking the vendor to agree to a termination clause with a buyout. To include this in the SaaS agreement, create a chart in which the closer a term gets to the end, the lower the buyout amount goes. This can be an acceptable alternative for SaaS providers depending on their business model and the deal size.

* * *

While each SaaS agreement will be unique to the particular SaaS vendor and buyer, the above legal and business considerations should be taken into account in most situations by the contract professional representing a SaaS buyer. A few other provisions that deserve some extra consideration: payment terms, auto renewal terms, implementation services, and customer support.

The UK and the Gulf Cooperation Council have issued a joint statement on 22 June 2022, about the launch of Free Trade Agreement (FTA) negotiations between the UK and the Gulf Cooperation Council:

Today we are pleased to announce the launch of Free Trade Agreement (FTA) negotiations between the UK and the Gulf Cooperation Council (UK-GCC FTA). Building upon close ties between the two sides, the UK-GCC FTA is expected to further strengthen bilateral economic relations and our strategic partnership.

We acknowledge that it is now more important than ever to support an open trading environment based on global trading rules that underpin mutual growth and prosperity.

The FTA will be an ambitious, comprehensive and modern agreement fit for the 21st century. It will contribute to economic growth and job creation by promoting trade in goods and services, as well as innovative new fields and emerging technologies in a mutually beneficial manner.

The Rt Hon Anne-Marie Trevelyan, Secretary of State for International Trade of the United Kingdom, and H.E. Dr. Nayef Falah M. Al-Hajraf, Secretary General of the Gulf Cooperation Council, have reached the following understanding:

The United Kingdom of Great Britain and Northern Ireland and the Gulf Cooperation Council officially announce the launch of the UK-GCC FTA negotiations, and will endeavour to launch the first round of negotiations in summer 2022.

The UK’s objectives in trade negotiations with the Gulf Cooperation Council (GCC).

Details

This document explains the UK government’s:

• strategic rationale for pursuing a free trade agreement with the GCC

• negotiating objectives for a free trade agreement between the UK and the GCC

• response to consultation on a trade agreement between the UK and the GCC, including how the consultation informed the UK’s negotiating objectives

• initial assessment of the potential long-term impacts of a trade agreement between the UK and the GCC

Find the documents bellow in PDF file:

1- UK-Gulf Cooperation Council Free Trade Agreement: The UK’s Strategic Approach.

2- Technical annexes accompanying the Scoping Assessment of a Free Trade Agreement between the United Kingdom of Great Britain and Northern Ireland and the Gulf Cooperation Council.

Source GOV.UK and GCC

Introduction

Legal design is certainly a “hot topic” in the legal field. From an external perspective, it seems like the panacea of all evils. An application of legal design principles in its purest form would mean user-centric documents, reinforcement of trust and sustainability in companies through the use of contracts and policies, and a powerful means to improve access to justice.

Unfortunately, creating documents in a legal design-oriented way is harder than it seems. Firstly, it means shifting our perspective: we must involve in the process different kind of professionals (graphic designers, project managers, lawyers etc.), use a specific methodology (legal design thinking), and learn to deliver a prototype instead of the usual document (in its draft or final version). Secondly, legal design means moving from delivering services to creating products, and putting ourselves – and our firms or departments, in a risky position. Are we afraid of clients’ reaction to this approach? Of being taken less seriously? Of unwanted reactions to surveys, interviews, and feedback forms? Last but not least, legal design implicates a serious commitment, both in terms of time, effort, money. Of all the elements, this is one of the most underestimated, but in my experience, one of the most relevant ones.

From principles to action

Legal Design represents a shift from the typical lawyer’s mindset. If the lawyer goes backward, being focused on the binding precedent, the legal design practitioner goes forward, thinking about new legal paths or ways to convoy specific messages; if the lawyer is used to think in a hierarchic way (managing partners to equity, equity to salary, salary to associates, associates to trainees), the legal designer is prone to a horizontal approach, where every voice at the table matters. Even the hidden ones. Moreover, in legal design the alchemy of different personalities is a core element, not just the cherry on the cake. As we say in Design Rights [2], 1 plus 1 is three.

This Copernican revolution means also reconsidering our role of legal professionals and our day-by-day job from a theoretical - and not only practical - perspective. How about creating contracts that are developed not in a contrastive/adversarial way, but in a proactive one? How about policies which are inclusive, and take into account – with KPIs/ROIs metrics – who really read them and how carefully? How about abandoning legalese and adopting the tone of voice of the final user?

Elaborating documents that are not only simple and linear, but also thought with the perspective of the final user and following the step of a specific – even if always evolving - methodology, is a long path outside of our comfort zone. If typography, house style, and a wise use of empty spaces, are simple ways to make documents more effective, this is a totally different scenario. Putting legal design in practice means working with personas, customer journeys, surveys. Redefining the language using a different tone of voice. Clarifying concepts that we take for granted. In other words, exploring transparency and clarity in their purest form.

Another aspect which is sometimes underestimated is the technical difficulty of creating documents that are really clear. Clarifying concepts is an endless artisanal work, a Zen exercise to reach the essential while maintaining at the same time a willingness to explore new and better forms of communication. Only lawyers who started this path can understand how hard it is. Not surprisingly, a master of design like Leonardo used to say that simplicity is the ultimate sophistication.

Why investing in legal design?

Investing in legal design, both for law firms, institutions, and companies can seem like (and sometimes is) an act of faith. Is it necessary to deliver documents that are created in a user-centric way? Do legal departments really need to know final users in such an obsessive way? How can we make legal design a priority when deadlines and urgencies (such as Covid regulations, or international sanctions, just to consider some of the last examples) gravitate on our desks?

These are questions that – as legal design practitioners – always receive. The reasons to support this kind of commitment are various.

The first, and maybe the most important reason for legal professionals, is in the norms. Both in judicial and extrajudicial fields there is a significant demand for clear communication. In the b2c world, this is even more relevant. GDPR, consumer norms, and Court regulations all over the world began to promote, and sometimes require, simple, short, and easy to read documents. Antitrust, banking, and privacy authorities are starting fining companies for lack of transparency in legal documents.

The second, strictly connected to the normative reasons there are neurological ones. From attention span to cognitive load, from heuristics to the different processing of image and words in our brain, it is clear that we react in a different way to boring texts and wonderful, engaging, and colorful documents.

The third reason is strategy-related. Investing in legal design means killing the cash cow and offering clients something which is at the forefront but soon will be perceived as a standard. Moreover, whether we speak of legal departments or law firms, we do know how much the “me too” element has an impact among legal professionals. When someone starts, other will follows.

That said, the more we practice this discipline, the more the reasons will come to our mind. Access to justice, sustainability, innovation, new law. Every positive aspect related to the future of norms, clauses and contracts can pass through the lens of legal design. This is why we highly suggest to lawyers and in-house counsels to start prototyping with a contract or a legal document, possibly with a graphic designer and following the legal design thinking methodology. Nothing equals to learning by doing. And all the aforementioned concepts will shine of a different light after.

Conclusions

One of the aspects we find worth to mention are the values behind the discipline. Legal design is, for its nature, inclusive, and open to diverse points of view. It is strictly related to the SDG principles of the UN Paris Agenda for a sustainable future.

If we could have at the same table project managers, lawyers, ux/ui designers, working for better norms and regulations, maybe we could work for the society we always wanted. Or at least have a relevant and significant impact.

On the other hand, even if most of legal design practitioners are betting on the success of the discipline, the difficulties for large-scale impact are as clear. Bringing legal design into action means investments (both in terms of time and money), commitment, and a willingness to change our mindset. From contrastive to proactive, from backward thinking to forward thinking, from self-centric to user-focused. It means also accepting that sometimes we will not be the smartest persons at the table, or the ones with the better ideas. This sometimes-underestimated factor becomes significant in a profession where relevant knowledge is an added value, and where the greatest professionals are the ones with the best abilities in terms of stress management, problem solving, and writing ability.

That said, if we take into account the purpose of legal profession, and our willingness to provide clients services which are really tailor made, with legal design everyone wins. Citizens can understand laws and regulations, and act for change. Consumers can finally deal with terms and conditions which are never read and signed mindlessly. Companies can improve internal communications, and represent themselves as sustainable and trustworthy. We could go on.

Time will tell if legal design documents will be a “nice to have” or a necessity (as we think). For us, it is a way to challenge our as a lawyers and work daily for a better society. An opportunity to create something special. A goal, a mission, and a purpose. Difficulties are endless, but after a bunch of years in the field we learned that most of legal professionals find pleasure in facing tough challenges.

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