Khodeir & Partners

About us: Khodeir & Partners is an Egyptian boutique law firm serving clients locally, and from across the Globe, doing business in Egypt. For over two decades, our partners have been working with clients on their most delicate legal issues pertaining to corporate matters and related disputes. Before founding the firm, our partners practised law in several jurisdictions and successfully led corporate and disputes teams and offices in leading Egyptian, regional and international law firms. This background enables us to understand the legal and business environments in which our clients operate, and to provide them with advice and solutions that are well-rounded and to the point.

We are your strategic partner because we understand your needs; we know the law; we have been through all procedures and intricacies of the legal system; and our network empowers us to get things done in a swift and reliable manner.

We are your preferred legal partner because we are focused on your mandate and work with you to co-create custom tailored solutions; we offer the appropriate promptness required to attend to your mandates; we offer creativity, deep analysis and well thought of advice along with a pleasant interactive experience to our clients; and we are mindful of our world’s cost control rush and clients’ need to get the best service at the most competitive cost.

We adopt a unique concept operating “a classical approach, offered through modern technology”. We offer our services in line with up to date technology standards empowering us to be available to attend to your requests through all modes of modern technology. Having said that, in today’s world many institutions in the world of business and the rush of the deals lose track of the reality that we engage in a human interaction that mandate specific needs. One of the main reasons we founded our firm is to ensure we foster and empower an interactive personal and friendly relation with our clients based on principles of respect and highest ethical standards our profession mandates. We therefore focus on interpersonal relation with our clients that we believe in and know that can never be replaced with any form of artificial intelligence that may arise.

Practice areas: We are a full-fledged boutique law firm covering a wide spectrum of services supporting your investment quest. When starting a business or restructuring it, our corporate team can provide you advice on the corporate form that is best suited for your needs and how to bolster your position as well as incentives awarded under Egypt’s investment regime. We pursue your legal needs from that point forward, offering you advice on your investment, licensing, establishment, labour force, operations, compliance, financing, transactions, and disputes.

We operate our services under two main practice areas, corporate projects and advisory (”corporate practices”), and dispute resolution. We develop work products for our clients investing our resources as a team to ensure that we offer our clients practical, business minded and legally enforceable solutions that embed all our team’s expertise, after having brainstormed and assessed alternatives for our clients.

Corporate structuring and restructuring advice and implementation: At Khodeir & Partners, we work closely with our clients to ensure they land their investment opportunity via the most efficient structure that maximises benefits offered by the Egyptian legal system. Be it a free zone, an onshore or SEC zone vehicle, we are mindful as to the most appropriate structure that suits your business needs and enjoys incentive packages offered in Egypt.

We support you source the land that suits your investment on Egypt’s Investment Maps and offer you procedural and legal guidance to surf through the allocation process.

Therefore, in any of the three phases of your business establishment in Egypt: incorporation, land allocation, licenses and regulatory approvals at GAFI or other government bodies, we are your strategic partner for a smooth and safe journey in this realm.

Structuring or restructuring your business in Egypt requires a clear understanding of companies law, the investment law, capital markets law and many other laws and regulations depending on the exact scope of the structure or restructuring process. In addition, the approval processes led at GAFI, but synchronised with other regulatory bodies, can be confusing if you are not well equipped with resources and expert advice, all of which we offer to our clients as one of our main practice areas.

We also support you on corporate governance requirements and procedures to comply with regulatory procedures before GAFI and all other relevant government bodies including ratification of minutes of meetings, capital increase, and other procedures you will need to surf through when doing business in Egypt. Our network allows us to efficiently service you in the swiftest possible means.

With Khodeir and Partners all these challenges are well addressed and you are awarded sound expert advice and handling until completion of your business objectives.

Mergers and acquisitions: Our team has been involved in many of the landmark M&As not only in Egypt but throughout the region. Handling M&A transactions requires a deep understanding of the regulatory environment as well as the ability to draft and negotiate a solid suite of documentation that meet best international practice but that are enforceable at the same time. This can be a particularly relevant issue, as many clients lean to using international documentation, however, same reveals issues of enforceability (as not everything that is well crafted and applicable under English Law or other intentional laws can be enforced before local courts or by relevant regulators).

With our international experience, and local expertise we are your Strategic partner in consummation of a successful closure to your deal on terms that are enforceable when it comes to implementation and/or dispute settlement if matters go bitter.

Banking and finance: With a reformed banking sector and a new banking law in the horizon, a declining interest rate and CBE regulations targeting to bolster investment and industrial activities along with SME activity and fintech being a rising sector, you need advisors who can provide insights onto the regulatory environment of banking and non-banking finance sector. In addition, the solid understanding of LMA type documentation and its actual enforceability along with the ability to craft enforceable banking documentation all require experts who know the regional, and international markets, but also know how the Economic courts will look into it when it comes to enforceability.

We are your strategic partner that can assist you conclude sound finance arrangements or address regulatory requirements that you may need.

Capital markets: Having been involved in several landmark IPOs and rights issues in the region, we fully understand how such deals can be time consuming and challenging, on top of pricing issues, when it comes to regulatory approvals and processes. We have done it all and are able to provide you with in depth advice and analysis to land you into a successful deal completion or address your advisory needs when it comes to securities laws and regulations, including issuing 10b5 like letter, where applicable.

General corporate and commercial advice: As companies operating in Egypt, our clients require day to day and technical advice as well as in depth insights on sectorial regulations. We offer all this expertise in our broad range of sectors under the following services:

• Contracts drafting and review
• Competition and consumer protection
• Property laws, including land allocation procedures
• Tax law
• Hospitality and leisure
• Sports laws
• ICT
• Investment law and GAFI procedures
• Industrial laws and IDA procedures
• Custom duties laws and procedures
• Pharmaceutical and health care regulations
• Education
• Corporate governance
• Family businesses restructuring and institutionalisation
• Regulatory and government relations
• Intellectual property law/registration and enforcement
• Legislation drafting

Corporate work deal sheet

• Drafting creative telecom services providence agreements, sale purchase/shareholders/joint venture and miscellaneous agreements, conducting major due diligence reports as well as contributing to the drafting and debating of several legislations issued in Egypt and the region.
• Advised major Chinese telecom group on their business set up structure in Egypt.
• Represented the vendors in the sale of a major Egyptian bank.
• Advising the vendors in the sale of a controlling stake in a telecom company through creating a multiplier shareholding structure.
• Represented major inter national retail group in its exit arrangements from Egypt. The transaction involved complex shareholders arrangements and rights issue process before the ,Capital Markets Authority as well as  extensive negotiations with a panel of counsels advising local shareholders.
• Represented major international beverage group in the acquisition of one of the largest, public listed, beverage groups in the Middle East.
• Advised a major telecom company on its listing on the Egyptian Stock Exchange, the first and largest listing under the listing regime which had been newly enacted at that time.
• Represented a major investor in the field of art and film business in disposing its assets to a major regional player.
• Advised major multinational banks on standardisation of their banking documentation to meet local law requirements as applicable in civil law regimes and generally opining on facility documentation.
• Advised on major hotel operation agreements.
• Acted as part of counsel team advising the issuer on an IPO listed on the KSE for a major retail food chain.
• Designed a major corporate restructuring project of a GCC conglomerate.
• Advised several franchisees / franchisors on major Franchise agreements as well as on agency law, distributorship, and custom duties.
• Advised a major construction group on their business set up structure in the GCC.
• Advised a major power company on multi-million US$ settlement arrangements.
• Designed and implemented miscellaneous governance structures and acted as counsel to major family businesses restructuring.
• Provided numerous advice on insolvency laws.
• Advised clients on requirements respecting convertible bonds and buy back of shares.
• Advised clients on complex structures required to comply with local ownership requirements.
• Advised a major private equity house on the acquisition of stake in a major regional public listed bank.
• Advised major public companies and banks on applicable corporate governance regimes.
• Advised major railway company on full spectrum of project phases including coverage of all laws and regulations as well as contracts structuring required for the project.
• Advised on structuring and restructuring of businesses across the region.
• Acted as counsel and secretary to major shareholders and board meetings.
• Led and closed numerous landmark IPOs.
• Led and closed numerous successful M&A deals, including some of the landmark deals of the region.

Deals handled were in a wide range of sectors including automotive, leisure, retail, industrial, telecom, hotels, fitness, brokerage, banking, exchange, agribusiness, construction and jewellery.

Dispute resolution: Our dispute resolution team regularly advises and represents international and Egyptian clients in a broad spectrum of industries. Our lawyers have been involved in litigation and arbitration disputes related to investment, banking, maritime and international trade, construction, infrastructure, public utilities, energy, telecommunications, technology, hospitality, as well as distribution and agency matters.

Our initial approach is to help our clients avoid disputes and, to the extent possible, prevent them from materializing or escalating. From the very beginning we work on identifying our opponents’ weaknesses, but also the risks our clients may face during a dispute. We use such assessment to leverage our clients’ position in avoiding a dispute and successfully resolving
differences.

When disputes become a must, we fiercely represent our clients’ interests in prosecuting or defending cases up to their successful resolution. Our litigators have an excellent track record in winning litigation and arbitration cases.

Arbitration: Our lawyers handled commercial and investment cases under the auspices of various arbitration institutions including the ICC, CRCICA, DIAC, SCAI, YCCA. We also handle Ad-hoc and UNCITRAL Arbitration. A representative list of our experience includes:

• Acting for a regional telecom claimant in a US$1.3bn arbitration involving breach of the terms of an interconnection agreement against one of the world’s largest mobile operators;
• Acting for a Saudi telecom operator in several arbitrations with competitors and vendors worth SAR2.3bn;
• Advising a Chinese technology giant with relation to a set of arbitration disputes arising out of agency agreements;
• Acting for a fixed telephone operator in a US$ 1.1bn arbitra tion against a mobile operator for breaches of an interconnection agreement;
• Acting for a fixed telephone operator in three arbitrations against prepaid calling cards operators;
• Acting for a regional hotel owner in two US$140m arbitrations over a sale purchase agreement for hotels in Sharm El-Sheikh;
• Acting for a major Middle Eastern media agency in a multimillion CRCICA arbitration over termination of a management and consultancy agreement and competition;
• Acting for an Egyptian telecoms company in a CRCICA arbitration against an Italian investor over breach of a contact centre contract;
• Acting for a major Egyptian distributor in a multimillion arbitration before the Swiss Chambers’ Arbitration Institution related to breach of exclusive distributorship agreements;
• Acting for a Spanish manufacturer of industrial metal material in an arbitration relating to a breach of an agency agreement against an Egyptian distribution company under CRCICA Rules;
• Acting for a major Egyptian maritime oil and gas service provider in a US$3,640,000 dispute arising out of a charter party agreement against an Emirati oil company referred to arbitration under CRCICA rules.

Litigation: Our lawyers worked and represented clients in civil, criminal and administrative proceedings before Courts of all degrees as well as before special dispute settlement forums such as the Ministerial Committee for the Settlement of Investment Contracts’ Disputes. A representative list of our experience includes:

• Advising a major French telecom operator on the enforcement of a US$800m ICC arbitration award related to the acquisition of a local mobile operator;
• Acting for a major Egyptian importer and UAE exporter of grain and feed in criminal matters related to importation to Egypt of infested wheat;
• Acting for a major bank with international operations against Egyptian, Swiss and UAE traders in criminal cases f or misappropriation of grain and feed from customs’ areas in Egyptian ports;
• Acting for a Maltese bank for settlement of a dispute over, and release of, clearing grain and feed imported into Egypt;
• Acting for a European group for manufacturing of infrastructure products in an investment dispute concerning a breach of a supply contract before the Ministerial Committee for the Settlement of Investment Contracts’ Disputes;
• Acting for a hotel owner in court proceedings ancillary to a Cairo Regional Centre arbitration over ownership of a hotel in Sharm El-Sheikh;
• Acting for an Egyptian mining company in a US$20m case before Administrative Courts for wrongful termination of a concession agreement;
• Acting for a hotel owner on the enforcement of an arbitration award involving transfer of shares and surrendering of hotels;
• Acting for a regional real estate developer on the annulment of an arbitration award in a dispute with large financial institutions;
• Acting for a major British supplier of energy products in a challenge filed before the Administrative Court against an administrative decision regarding sales tax;
• Acting for a giant German manufacturer in a set of civil and criminal lawsuits and interim measures before Economic Courts relating to trademark infringements;
• Acting for a major mobile operator in a set of lawsuits before Economic and Administrative Courts concerning capital market disputes;
• Acting for a major Egyptian marine services provider in a lawsuit relating to a saturation diving contract;
• Acting for a European group for the manufacturing of oil and gas tools in a dispute relating to a breach of an agency agreement against a local company for oil and gas services in Egypt under the ICC Rules;
• Advising a major international mobile manufacturer with regard to a dispute arising out of a distribution agreement against an Egyptian non-exclusive distributor.