Primecase law Firm

Mohammad Zaidan

Co-Founding Partner & Head of Corp. & Arb ARBITRATION Dr. Zaidan is also a specialized international arbitration claim. He has represented several prominent companies in their arbitration claims internationally and locally. He managed to win many cases, regardless its complicated nature. He also been appointed as co-arbitrator or chairman of several arbitral tribunals, in ad hoc or institutional arbitration proceeding both locally and internationally. He is currently engaged in many arbitrations proceeding in Saudi Arabia, U.A.E, Jordan, Turkey and France. Dr. Zaidan Managed to solve a case for 700 Million SR amicably after proceeding in arbitration against the defendant according to ICC Rules of Arbitration. This case involved a dispute over the ownership of Saudi stocks, and it had been solved through Saudi CMA. Dr. Zaidan represented a Saudi Client in one of the largest arbitrations claim against one of the U.A.E authorities under the ICC Rules. The claim and counterclaim amounts exceeded an amount of 450 Million AED. The outcome of the arbitration was in favor of our client, since we manage to get an award in its’ favor for most of the claimed amounts as well as rebutting most the defendants’ counterclaimed amounts. We have also recently successfully represented the same client in its claim in an arbitration claim, according to the Saudi Arbitration Regulation, for 35 Million SAR against another Saudi’s contractor, therefore said client has assigned to us further four arbitration claims, worth totally 400 Million SAR, in Saudi Arabia, Turkey and UAE. Dr. Zaidan managed to successfully represent one of the largest Emirates contracting company in their claim in Jordan against the owner of one of the construction projects in Jordan for an amount of 30 Million Dinar. Dr. Zaidan successfully represent one of the largest Emirates contracting company in their claim in Jordan against insurance company in their claim for fire compensation for an amount of 20 Million Dinar. Dr. Zaidan successfully represent one of our Jordanian clients in its’ claim against one of the largest and leading pharmaceutical companies in Europe for its’ claim for compensation according to the ICC Rules of Arbitration. Dr. Zaidan has served as a co-arbitrator in many arbitration proceedings in K.S.A, Jordan and U.A.E as well as the chairman of the arbitral tribunal in many other cases, that involved claims between the contractor and the owner in construction sector, or between the contractor and the sub-contractor. Many of said arbitrations were conducted pursuant to the rules of international institution such as the ICC, DIFC (LCIA) & DIAC. Also, he is current serving as a co-arbitrator in different arbitral tribunals in K.S.A and Jordan. CORPORATE TRANSACTIONS Dr. Zaidan undertakes and prepare the legal due diligence for the acquisition of Jordan Aircraft Maintenance Company and Jordan Air motive Limited Company. Dr. Zaidan undertakes the require transactions to register and establish a home appliances factory in Jordan for one of the leading home appliances manufacturers in the Middle East (NIIC), which worth for 300 Million USD. Tal Al Ruz Land Development Project in Syria: Drafting, reviewing and studying all kind of legal documents, contracts related to the project, which includes development and construction of thousands of housing units and other related infrastructure and utilities. The assignment involved providing all legal services regarding said project. Ajloun Project: Dr. Zaidan been appointed by the PA company to advise them and other parties and govern mental Jordanian agencies to consult them with regard the application of the Jordanian legislations related to lands, directly or indirectly, as well as to execute an extensive study about the implication of said legislation on the announcement of Ajloun as a Private Development Area and the legal obstacles that may free said project. During the process of our representation for PA Company we have had present to several Jordanian governmental authorities as well as the prime ministers our legal findings including our recommendations and solutions to the obstacles that face the implementation of Ajloun Project. BANKING Dr. Zaidan has been appointed by the Arranging bank as its legal advisors for a Syndicated Loan of the amount of 300 Million USD. The Arranging bank was the leader of the Syndication. We drafted all kinds of agreements & contracts related to the syndication loan including Term Facility Agreement, Global Assignment Agreement, Global Secured Accounts, Possessive Mortgage Deed, Property Mortgage Deed, Assignment of Receivable Agreement etc. The Syndication was approved by all other banks & signed by all the relevant parties. we have also the recently undertake and prepare, on behalf of the Arranging bank and for its’ benefits a legal due diligence for the acquisition of another bank in Jordan. Dr. Zaidan undertakes and conclude the required procedures and negotiation to award a USD Nine Million loan for one of the leading Manufacturing companies in Jordan from the International Financing Corporation (IFC). Dr. Zaidan prepares and files a corporate bond prospectus including the term sheet for the amount of USD Fifty Million for one of the leading public shareholding companies in Jordan

MOHAMMAD ALSHRAIDEH

Founding and Managing PartnerBANKINGMohammad worked in UAE as partner in the dispute resolution practice at Baker Mackenzie Habib Al Mulla, from Jan 2008 until March 2019 for a period more than 11 years, through which he was the head of the Commercial, Civil and Banking Department. During Mohammad working as a partner in Baker Mackenzie, he worked on many banking litigations that provide him with superior qualifications in the similar disputes, said litigations involved the following matters: Overseeing a partially Islamic financed project dispute which entails the recovery of AED750 million and a precautionary attachment over one of the most sophisticated technology centers in the MENA region. Acting for a privately held diversified holding company where a bank had claims for AED90 million based on a Commercial Corporate Guarantee. The client did not recognize the validity of the bank guarantee for different legal and factual reasons and that the claim amount was settled by the original debtor. A counterclaim was filed since the Bank and original debtor had bad faith and illegitimate side agreements which affect the financial position of the client worth AED 500 million. Acting as local counsel on multiple cases for a UAE securities company on claims resulting from investors’ failure to settle their accounts. Acting as local counsel, managing and supervising various local and international class (A)banks in cross-border multi-jurisdictional disputes. Worked as partner in different litigations filed by local and foreign banks against AlGhosaibi Family, worth of which reached to an amount of AED nine billion. Mohammad had represented the following banks, in many of their litigations, namely,Emirati Dubai National Bank, Emirates Islamic Bank, HSBC Bank, Citi Bank, Dubai Islamic bank, Standard Charter Bank, Abu Dhabi Islamic Bank, Abu Dhabi Commercial Bank,Ajman National Bank, Um Al Qowain Bank and several other banks. Mohammad has worked as a leading partner of Syndicated Loan case worth more thanbillion AED, during which he represented 7 banks, including the leading bank of theSyndication. He also repres ented the banks in their claim against one of the leading and largest companies and centers in UAE, which includes disputes to upheld and execute global assignment agreement, global secured accounts, possessive mortgage deeds, and property mortgage deeds. Mohammad also worked as a leading partner and supervisor on a several banking disputes filed by or against banks and subsidiaries stock exchanged companies, that worth hundreds of millions, including an extraordinary case that contains many legalcompli cations, both civil and criminal. Said case was related to forgery of bankingdocuments to steal one of the national bank’s money that worth of millions to buy anEnglish Soccer Clubs in the United Kingdom. Mohammad had managed to get conclusive judgments in favour of the banks he represented that had tremendously raised the trust in his qualifications as an expert legal advisor in the banking sector.CONSTRUCTION AND REAL ESTATE SECTORSMohammad has worked on several construction disputes, both the governed under FIDIC or local regulations, where he had been appointed to represent large construction companies in their disputes related to huge development projects in the United Arab Emirates that amount to billions of AED.Mohammad managed to achieve positive conclusive judgments for the companies he represented as well as enforcing most of the judgments he achieved and solved other cases through settlements or through ADR. One of the said construction disputes was for one of the largest construction companies in the UAE against a large UAE master developer in relation to breach of construction contract, where Mohammad managed to successfully obtain a judgment for AED 250 million in favor of his client. Mohammad has also worked on many huge real estate disputes for giant real estate companies in UAE.COMMERCIAL & CIVILMohammad worked on many disputes in the trade, commercial and corporate sectors, including disputes between shareholders as well as claims for commercial companies, contracts as well as enforcement of local and foreign arbitration awards pursuant to New York Convention regarding Enforcement of Foreign Arbitration Awards, where he managed to successfully get conclusive judgments in favor of the clients he represented, which were from the intermittent cases that UAE courts upheld enforcement of arbitration awards pursuant to said New York Convention. Mohammad has represented several prominent companies in their arbitration claim internationally and locally. He managed to win many cases, regardless of its complicated nature.Mohammad also worked as a leading partner very high profile cases including but not limited to the following matters:• Acting for Fal Petroleum on a case worth more than 5 billion dirhams against SharjahElectricity Authority and the Government of Sharjah.• Acting for Arabtec in disputes that exceeded 3 billion AED.• Advised and handled all matters of Abu Dhabi Investment company (ADIC).• Acting for Al Razi and Ibn Khaldoun pharmacies and Khaleej Center for diagnosis, whichexceeded 500 million dirhams.• Acting for The Ministry of Finance and Real Estate Emirates Petroleum Corporation andthe Emirates Foundation files.• Acting for Sociedad cases that exceeded one billion AED.• Acting for the Ministry of Finance, Emirates Petroleum Corporation, and the EmiratesFoundation in several complicated matters.INTELLECTUAL PROPERTY AND CYBER CRIMESMohammad worked as a leading partner and supervisor on many intellectual properties, including and prevent infringement of well known and international trademarks as well asmany cybercrime cases.Mohammad had been extensively assigned, also, during his stay with Baker Mackenzie to work, in cooperation with other Baker Mackenzie offices around the world, such as in UK, France, Netherland, South Africa, Switzerland, Turkey, Saudi Arabia, Bahrain, Russia, …etc, on banking, commercial, civil, insurance claims, particularly maritime claims, international finance, and trade law as well as general commercial and contractual work, which has the result in enhancing his qualifications and experience and boarded his comprehensive knowledge on the legalizations of other regional and international jurisdictions.

Mohammed El Ghul

Partner Representative Legal Matters Involved in negotiations with governmental authorities representing a client on the establishment and incorporation of the third largest telecoms company in Jordan. Included drafting licensing agreements, intellectual property and royalty agreements, oversight of interconnection memoranda of understanding as well as licensing and registration applications for the registration of frequencies and spectrum. Drafting legal opinions for domestic and international clients on corporate and commercial issues in respect of telecommunications, IT, E-commerce, software agreements and transfer of technology agreements. As being an In-House Counsel/General Counsel - having the responsibility for structuring and negotiating a variety of strategic commercial contracts with customers throughout Middle East, with a focus on the business. These multi-million dollar transactions typically include a wide range of equipment, software and service offerings. Also, advising the business on privacy, antitrust and advertising/promotional matters. Providing regulatory and compliance advice in conjunction with the regulatory and compliance specialist areas. To lead a fit-for-purpose legal function that delivers timely, pragmatic, relevant and risk-appropriate guidance and solutions that are in the best interest of the business with due regard to all relevant stakeholders. In addition, to provide legal support, risk management, corporate governance and strategic advice to the group companies, management and shareholders. Oversee the creation of a sound legal and commercial advice to the business across its end to end operations, working with the company's operational areas, including, marketplace, business and retail divisions, marketing, technology (IT) and human resources. Advised on the structuring and subsequent re-structuring of a prominent UAE family business valued at USD550 million. This included negotiating a new corporate structure, drafting the transfer of shares documents, the assignment agreements, the settlement agreement as well as the corporate documents required for the incorporation of the new entities. Additional advice was also provided regarding the increase of the share capital for the securities and financial companies, in order to render them compliant with the requirements of the Emirates Securities and Commodities Authority. Providing ongoing corporate and commercial advice to a group valued at approximately AED400 million, a due diligence was conducted for one of the group’s entities; in order to convert it from a limited liability company (LLC) into a joint stock company (JSC)   Prepared a legal opinion in relation to an acquisition by a foreign entity of a Jebel Ali Free Zone company's assets, as well as advising on employment related issues. Advising on the rules, procedures and registration requirements regarding the conversion of a LLC valued at AED300 million into a private JSC. This involved attending meetings and negotiations with and/or on behalf of the founders, drafting the new entity’s corporate documents, including the articles and memorandum of association and the documentation required for the licensing and registration of the company. Advising companies listed on the Dubai Financial Market on corporate governance practices and stock exchange rules and regulations. Advising on the establishment of legal entities in the UAE and the various free zones. Drafting several franchises, agency and distribution agreements for international companies and advising on the applicability and enforceability of the same in the UAE and on various other regulatory and employment related matters Liaising with the different governmental authorities and departments including Dubai Department of Economic Development, Ministry of Economy, Ministry of Finance and Industry, Ministry of Justice, Dubai Municipality and the Dubai International Financial Centre. Drafting UAE legislation including laws, decrees, by-laws, rules and regulations including the Comprehensive Transport Legislation for Road and Transport Authority (RTA) STPD 001. Establishing one of the largest real estate companies in Jordan (Emaar Investments and Real Estate Development Company), valued at JD13,765,500, as a public JSC and listing it on the Amman Stock Exchange.

SALAH GABALLA

Co-Founding Partner, Head of Litigation During his work in UAE, Salah has participated in many workshops related to the Emiratis Companies Law no. 2 for Year 2015 as well as the Emiratis Arbitration Law no. 6 for Year 2018 and the amendment of the Emiratis Human Resources Law during year 2012. During Salah 9 years working as a senior legal counsel in Baker Mackenzie/Habib Al Mulla in UAE he extensively worked with government bodies and companies on a wide range of commercial and corporate matters, along with his profound litigation practice. Salah has success stories in many litigations that he handled during his work with Baker Mackenzie/Habib, some of which are: Fal Petroleum on a case worth more than 5 billion dirhams against Sharjah Electricity Authority and the Government of Sharjah. Arabtec in disputes that exceeded 3 billion AED. Advised and handled all matters of Abu Dhabi Investment company (ADIC). Al Razi and Ibn Khaldoun pharmacies and Khaleej Center for diagnosis, which exceeded 500 million dirhams. The Ministry of Finance and Real Estate Emirates Petroleum Corporation and the Emirates Foundation files. Sociedad Company cases that exceeded one billion AED. Advising the Ministry of Finance, Emirates Petroleum Corporation and the Emirates Foundation in several complicated matters. Acting as local counsel on multiple cases for a UAE securities company on claims resulting from investors’ failure to settle their accounts. Acting as local counsel, managing and supervising various local and international class (A) banks in cross border multi-jurisdictional disputes. Worked as associate lawyer and supervisor on a several banking disputes filed by or against banks and subsidiaries stock exchanged companies, that worth hundreds of millions, including an extraordinary case that contains many legal complications, both civil and criminal.