Miras Legal

About Miras Legal: Miras Legal is a full-fledged business law firm based in Kuwait, established in 2016 by its founders Abdullah Al Kharafi and Khaled Al Jallal. The Firm provides a wide range of comprehensive legal services to national and international corporate clients as well as other organizations. We pride ourselves on integrating international practice with in-depth local market knowledge, demonstrated by the rapid growth seen in strong record achievements within few years of Miras Legal’s inception.

Our philosophy: “Miras” is an Arabic word coming from “Mumarasah, ie. practice”, meaning “very experienced”, “tough”, “easy going” and other synonyms, reflecting Miras Legal’s minimalistic philosophy of providing the most sophisticated legal services in their simplest form, applying our triple C formula, which is clear, concise, and constructive.

Our mission: To act as business partners to our clients, rather than merely legal consultants, which enables us to provide innovativelegal solutions that are practically applicable and adapted to each client’s unique business requirements and specific legal needs.

Our vision: We are an independent Kuwaiti law firm that aspires to bring international best practices to the Kuwaiti Market and strives to be a main pillar to our clients’ success by being the best at what we do. Our focus is to provide a broader spectrum of operations that goes beyond traditional legal services and instead, serves as business advisors with legal lens.

Our values

• • Being respectful to our people and clients.
  • Adopting the highest professional ethical standards.
  • Synergizing teamwork.
  • Communicating clearly.
  • Pro Bono is critical for success

Practices
 Agency, distributorship and franchise: Foreign business desiring to operate in the State of Kuwait are generally required by law to appoint a local agent, distributor, or representative, making commercial agency relationships between foreign and local companies a corner stone in the Kuwaiti market.  According to the Kuwait Central Statistical Bureau, imported commodities stood at US$31.8bn in 2021, an indirect consequence of commercial agency transactions.

The legal rules that govern commercial agency are not limited to the commercial agency law but rather includes a complex and intertwined network of different laws such as civil law, trade laws, agencies, taxes, customs, companies, competition protection, consumer protection, electronic transactions, arbitration, conflict of laws rules, in addition to laws and regulations governing the import and sale of some products with special rules, such as medicines, medical devices, and others.

Therefore, here at Miras Legal, we have assembled a team with unrivalled expertise in handling commercial agencies, offering our services to principals, agents, distributors, and the like.

Our services include all matters related to commercial agencies, including drafting and negotiating agency and/or distribution agreements whether prior to conclusion, renewal and/or their termination, registering agencies and distributors with local authorities, providing legal support and legal advice, in addition to representing our clients before local and international courts and arbitral tribunals in disputes involving commercial agency agreements in various forms and subjects.

Arbitration and litigation: Commercial arbitration and business litigation cover all industries and economic sectors, and involve conflicts emerging from business and commercial transactions. Due to the growing businesses in Kuwait in recent years, arbitral institutions and courts have seen significant increase in the quantity and value of the commercial and economic disputes requiring highly skilled and specialized business law attorneys.

How do we win?
You are only strong if you are aware of your weakness. We approach each litigation like a game of chess, the winner in a chess game is the one who anticipates the counter- movements. Prior to filing a lawsuit or submitting a defense, we research all our opponent’s potential defenses that might lead our client to lose, and from there, we win.

This is accomplished through the unique Case Assessment Process (CAP) designed by Miras team for handling each litigation case, the CAP contains the following elements:

• • 1. Establishing the facts to be addressed in court,
    2. The legal rules governing the case,
    3. The client's and counterparties' vulnerabilities and strengths.
    4. Defense strategy, opponent expected counter defenses, rebuttals, strategic case management, court expenses, expected duration, and court results.

How do we follow-up with our clients?

• • 1. After each hearing or proceeding, we issue clear and complete notification forms that include: The most recent court/expert ruling, as well as the next proceeding date.
    2. Copies of documents exchanged amongst the parties.
       Miras Legal comments, advises and suggested remedial action on any new allegation/defense made by the opponent, allowing Miras Legal and the client to determine whether a customized strategic approach is required.

  • Capital market law: Kuwait capital market law No. 7 for 2010, as amended, deals with listed and non-listed companies and financial organizations. The law governs many aspects of business operations and management, including, but not limited to, listing, de-listing, compliance with acquisition requirements, corporate governance, disclosures, whistleblowing, investigations of alleged violations, minority protections, board formation among other issues.

    Miras Legal’s team has advised and continues to advise ts clients on how to navigate capital market regulations through a legal strategic approach that is based on providing smart legal solutions and advice in a simplified form that is commercially compatible with the client’s commercial needs, resulting in positive results and smoother operations.

    Competition law: In Kuwait, antitrust and competition became a key component of New Kuwait Vision 2035. The main economic focus is to diversify the oil-based economy by transforming Kuwait into a financial and trade hub, whereby the private sector leads the economy, promoting competition. This resulted in the passage of several competition laws, the most recent of which being Law No. 72 of 2020 for the Protection of Competition, which was overseen  by the Competition Protection Agency (“CPA”).As the nature and scope of antitrust investigations evolves and expands, and authorities employ more sophisticated investigative techniques, companies need to be wary of infringing, including online selling and more traditional distribution systems, use of data and pricing algorithms, licensing intellectual property and establishing joint ventures and other forms of co-operation with competitors. Our involvement in cutting edge cases allows us to assist our clients in being antitrust compliant and defending their interests in the event of an investigation.

    We at Miras Legal have a team equipped with the highest degree of knowledge and efficiency in dealing with Antitrust and Competition issues, advising both complainants and defendants in situations that frequently involves hearings before several authorities. Our services include providing clients with advice on the law and potential anti-trust risks, preparing responses to CPA queries, attending meetings with clients at the CPA, filling applications for exemptions from law, and providing high-quality advice and effective business solutions wherever antitrust issues arise.

    Construction law: In an industry governed by intricate contracts and complex regulations, we provide legal services in all areas of construction law to the full range of construction industry participants, including owners, contractors and subcontractors, developers, designers, engineers, and other professionals.

    Our legal services covers the whole span of the project life, prior and subsequent to project commencement, whereby we handle contracts design, procurement strategies, project finance, risk management execution and support as technical and financial disputes arising out of the project execution, as well as developing pre-dispute claims and dispute avoidance strategies

    Our team has supported both national and international clients in resolving highly sophisticated disputes, including but not limited to, termination, defaults, liquated damages, time extensions, and variation orders claims, compensation for re-measured works, bid protests, liens, municipality offenses and tort.

    Corporate and M&A: From a legal perspective, saving money and making money for our clients are at the heart of what we do. At Miras Legal, our clients reply on us for our responsiveness, knowledge of their business concerns and demonstrated ability to deliver results. Miras Legal services now extends beyond boarders to support its clients, Miras Legal serves and assists its clients through collaborations with local and international law firms across the world, including GCC countries, the United Kingdom, Turkey, Switzerland, Sri Lanka and other countries around the world.

    Our core practice area is corporate and M&A, advising clients on  a wide range of industry matters including private M&A, joint ventures, disposals, shareholders agreements, due diligence exercises, day to day advise on all corporate aspects, debt and equity capital markets, governance, general commercial and corporate advisory matters.

    Our team has a wealth of knowledge and extensive expertise and is well positioned to provide strategic, business-oriented legal advice on complex domestic, cross-border and multijurisdictional transactions.

    Employment law: With deep understanding of the Kuwaiti employment law, social insurance law and the relevant regulations and decisions issued by the Public Authority of Manpower, we provide premium services to employers on all employment legal matters including drafting employment agreements, internal regulations, planning for workforce redesign, conducting internal investigations with employees on behalf employers and drafting the disciplinary decisions. Our litigators have represented employers in hundreds of cases brought by individual plaintiffs, including end-of-service indemnity, unfair termination, employee mobility and trade secret misappropriation, with an impeccable track record of obtaining favorable awards and settlements for our corporate clients.

    Taxation: Taxation is a mixture of different sectors such as economics, finance, accounting, and law. We at Miras Legal, have established a tax unit that brings together financial and legal professionals to deliver the best quality of service to our clients to cover the currently three types of tax applicable in Kuwait which are as follows:

    In addition to the customs tax, Kuwait imposes three different types of taxes:

    • Income Tax: It is levied at a rate of 15% of the annual net profit earned by foreign companies conducting business or trade in Kuwait, at a rate of 15%. This tax is regulated by Decree No. 3 of 1955, as amended by Law No. 2 of 2008 and its executive regulations.
    • Zakat Tax: It is levied at a rate of 1% of the annual net profits of Kuwaiti public and closed shareholding companies, in accordance with Law No. 46 of 2006 regarding Zakat and the contribution of public or closed shareholding companies.
    • National Labor Support Tax: It is levied at a rate of 2.5% of the annual net profits of Kuwaiti public shareholding companies listed on the Kuwait Stock Exchange. They are governed by Law No. 19 of 2000 which promotes national employment and encourages them to engage in non-governmental organizations.

  • Objectives of Miras Tax unit:

    • Provide advice and legal support to our international clients on Tax planning and the implementation of the provisions of double taxation avoidance agreements.
    • Represent our international and local clients in tax assessment and collection issues before the Ministry of Finance’s Tax Appeal Committees, as well as the Administrative and Civil Courts.
    • Disseminate innovative tax research and case studies and analysis in the field of tax.

  • Tenders law: Tenders are extremely important in Kuwait’s economic life. As it is the government's preferred method of contracting with commercial or professional entities when the contract value exceeds KD 75,000 (approximately US$235,000).

    Whether the contract is for the supply of a commodity, the provision of a service, or the performance of work,, it must be carried out through a specific mechanism regulated by the Kuwaiti Tenders Law promulgated by Law No. 49 of 2016, and its implementation is supervised by the Central Agency for Public Tenders, with the exception of some cases that are subject to contracting parties’ supervision.

    However, the legal rules governing government contracts are not limited to the provisions of the Tenders Law, but also include a complex and overlapping network of various laws such as civil law, trade laws, agencies, taxes, customs, companies, competition protection, in addition to laws and decisions governing the trading of some products with special rules especially the medical sector.

    Our services include providing advice on procedures and contractor issues such as drafting and reviewing all documents related to government tenders and contracts, providing legal support for variation orders, in addition to representing clients in lawsuits arising from exclusion and award decisions or the implementation of government contracts such as registrations, qualifications, and challenging administrative decisions.

    Economic sectors
    Aviation: Miras Legal serves and assists its national and international clients operating in different aviation sectors by offering legal solutions to match the travel industry's rapid and continuing expansion.

    Miras Legals' clients in the aviation business include airlines, distributors of Global Distribution Systems providers, travel agencies and online booking platforms, as well as companies involved in aircrafts finance and leasing. Miras advised and represented its clients in contentious (regulatory, investigation and litigation) matters involving the private and public sectors.

    Building material: Miras Legal advises and assists its clients in a variety of industries, including steel, gypsum, aggregate and cement manufacturers.

    Services provided by Miras Legal included negotiating with contractors for the installation of a rolling steel mill, delayed shipment settlements due to Covid-19, winning favorable awards against the Ministry of Public Works, filing complaints, handling disputes of unfair competition and drafting JV agreements.

    We advised and litigated on behalf of one of Kuwait’s leading Gypsum manufactures, successfully challenging official ruling disqualifying the corporation from certain projects.  Miras Legal attended investigations against the Public Authority for Housing Welfare on behalf the client.

    We represented a Kuwaiti client specializing in the import and supply of aggregates in a dispute against the Public Authority of Industry over the withdrawal of industrial plot. Miras Legal also contested on behalf of the client claims by buyers relating to aggregate supply.

    We represent and advise one of Kuwait’s largest steel producers, dealing with contract negotiations, contractor installation delays, and material delivery.

    One of our partners represented a Kuwaiti Company in an arbitration before the DIAC over the avoidance of an SPA with a value of US$5.7m, as well as corporate guarantees of US$26m.

    Finance:  Miras Legal team has provided advice on a wide range of financing transactions and projects with focus on Islamic finance mechanisms including depreciating Musharaka, Tawariq, Murabaha.

    In addition to capital market regulation, borrowing authority, liens, and other matters, Miras Legal has provided advice on debt restructuring for publicly traded firms, initial public offerings, and listing on Boursa Kuwait.

    We advised a GCC state owned investment fund on a US$95m cross border debt settlement, which was made against exchange of equity in profit generating businesses. The transaction involved dealing with three different jurisdictions, Kuwait, the United Arab Emirates and the Kingdom of Bahrain.

    One of our partners advised AREF Investment Group (sellers) on the first acquisition under the new CMA Law No. 7 of 2010, advising on all aspects of compliance with the law, drafting the necessary legal documents, and executing the US$238m transaction.

    One of our partners advised one of the Kuwait’s leading finance and leasing listed companies on all aspects of debt restructuring with a value of US$885m.

    One of our partners advised on a loan transaction of US$100m representing borrowers and providing legal opinion on legal risks exposure, authority matrix, and compliance with legal requirements.

    One of our partners advised Amar finance and leasing Company on the establishment of Amar Real Estate Fund with a capital of US$33m. The advisory role covered regulatory requirements, internal management approvals and documentation, compliance and coordination with the relevant governmental bodies.

    Fintech: Miras Legal advised one of its clients on its exit from one of Kuwait’s leading online grocery platforms which was valued at more than US$13m.

    Miras Legal advised one of its clients on a transaction involving one of Kuwait’s leading secure payment solution platforms in terms of equity acquisition, as well as shareholder obligations such earnout terms, tag along and drag along clauses.

    Miras Legal advised a Kuwaiti company on contracts, terms and conditions, and regulatory requirements relating to its online platform which serves as a hub/directory connecting users directly to professional service providers and freelancers.

    Healthcare and pharmaceuticals: Miras Legal has advised and litigated on behalf of several clients in the healthcare and pharmaceutical industries. Miras Legal has been instrumental in achieving remarkable successes, in the fields of pharmaceutical and medical device registrations, agents, patent, distribution network structuring, establishment of primary and secondary healthcare providers, and claims relating to their operations.

    We advised a leading Swiss pharmaceutical company on restructuring its distribution network in Kuwait and transferring product registration to the Ministry of Health (MoH).

    We successfully obtained regulatory approvals from MoH allowing the registration of generic drugs newly introduced in the Kuwaiti market by a leading Jordanian pharmaceutical company.

    We won a significant victory for a Kuwaiti medical devices company against its German principal in an appeal relating to unlawful agency termination. In that case, the appellate court awarded our client the claimed compensation in a great come-back after the dismissal of the client’s claim represented in the court of first instance by a competitor law firm.

    We represent one of Kuwait’s key private hospitals in all elements related to its B.O.T contract, shareholder relationships, medical devices supply, and disputes arising from medical errors.

    We represent a Kuwaiti pharmaceutical company in a dispute over due payables from the Ministry of Health.

    We represent a leading industrial union against a Kuwaiti governmental body in a contentious dispute relating to an industrial national initiative to support the State of Kuwait in mitigating the impacts of Covid-19 pandemic. One of our partners served as the legal advisor to the Kuwait Investment Authority (the State of Kuwait Sovereign Wealth Fund) on the establishment of Kuwait Health Assurance Company “KHAC” (also known as “Dhaman”) with a capital of US$815m on all aspects of the transaction, starting with legal compliance of project’s technical issues, bid document preparation, and company establishment in coordination with various governmental entities.

    One of our partners was successful in obtaining a favorable compensation award for a leading Kuwaiti pharmaceutical company against major international pharmaceutical corporations including Abbott and Bayer.

    Hospitality, leisure, and gaming: We advise a wide range of clients working in this industry, with services including hotel management and leasing, arbitration for construction delays, theme park installations and disputes.

    We assisted in an arbitration with respect to constructions claims related to a hotel in Mecca.

    We structured and advised on the negotiation of waiver of obligations in relation to theme park installation and commissioning due to Covid-19 pandemic.

    We represented a hotel operator in a court dispute over vacating one of its main hotels located in Kuwait.

    One of our partners assisted a Kuwaiti organization that manages ice skating rinks in a dispute against a US company t that supplied and installed on-spec chillers.

    We advise a prominent client hotel operator on day-to-day issues such as defaulting guest payments, hotel sub-lessees contracts and eviction (restaurants, supermarket and otherwise), suppliers agreements and maintenance contracts to ensure regulatory compliance.

    Infrastructure: Infrastructure business such as construction of major roads, bridges, and other civil infrastructure works, has recently witnessed a notable growth in Kuwait due to the the State’s interest in developing the nation as part of Kuwait 2035 sustainable development plan.

    A sophisticated DIFC-LCIA arbitration concerning the termination of an agency was won by one of our partners on behalf of a well-known Turkish infrastructure company against its local agent in Kuwait. The arbitrators sided with our client, dismissing all of the agent's claims and ordering the agent to pay all of the client's arbitration costs and fees.

    One of our partners successfully defended a leading Chinese company in a lawsuit involving a disagreement over  the misapplication of offset regulation in connection to Sabah Al Salem University City Project. The case was settled out of court, saving the client over  US$21m.

    Media and telecommunications: Miras advises and represents media production companies that produce television shows, provide incubation services and publish newspapers.

    Miras Legals' services in the media business include drafting and reviewing all agreements required for our clients’ activities, advising them on regulatory compliance, and representing them in commercial and administrative courts and arbitration.

    We are proud to represent one of the MENA region's largest independently owned world-class studios/ soundstages and multi-media complex companies.

    One of our partners advised on the listing of a major Kuwaiti telecommunication company.

    One of our partners advised one of Kuwait's leading telecommunications companies on software licensing.

    Oil and gas: Miras Legal team have provided legal support to local and international clients in the oil and gas industry for many years. We have successfully represented clients, in agency agreements, acquisitions of drilling companies, shareholder agreements, labor issues, product supply, variation orders and disputes between main and sub-contractors, liens and purchase of usufruct rights of industrial lands, and project finance.

    Miras Legal was involved in a number of key projects, including assisting Saudi sovereign fund TAQA in its acquisition of Schlumberger drilling and represented ADES in its acquisition of a Kuwaiti drilling company.

    One of our partners successfully represented a leading international Korean contractor on claims and counterclaims totaling more than US$6m relating to the termination of soil remediation contract.

    One of our partners successfully represented a leading petroleum Kuwaiti company in a court case worth more than US$30m, in which the first instance and appellate courts ruled to dismiss the claim related to non-incorporated JV agreement.

    Petrochemicals: Miras Legal acted as board secretaries and general counsels to flagship petrochemical company, engaged in conducting mismanagement investigations and fact findings, provided taxation advice, advised on service level agreements, and dealt with trade unions.

    One of our partners successfully defended a leading petrochemical Kuwaiti firm in two cases filed by the Ministry of Finance about a claim of dividend taxes due on a foreign shareholder, saving the client more than US$115m.

    One of our partners advised on share buy-backs of a Kuwaiti Petrochemical company on legal requirements, procedures and paperwork involved, as well as liaising with governmental bodies to execute the transaction following extensive legal research.

    One of our partners acted as a board secretary for various shareholding companies, including EQUATE Petrochemical Company (an incorporated JV between DOW Chemical, the State of Kuwait, and Kuwaiti private sector companies)

    One of our partners handled and supervised a multi-jurisdictional settlement involving the sale and distribution of petrochemicals among parties in Kuwait, Turkey, and USA.

    Power and electricity: Miras Legal advised a Kuwaiti listed company on the procurement and installation of electrical materials for a major educational institution project with respect to disputes against contractors over the liquidation of Letters of Guarantees, delivery of works, alleged defaults and misrepresentation.

    One of our partners successfully obtained a favorable final judgment against a major Spanish electricity company and the Ministry of Electricity and Water (MEW), in which the court ordered  the MEW to pay the sub-contractor its entitlements arising from the sub-contract in relation to compensation for prolongation and re-measured works.

    One of our partners represented a leading Chinese corporation in court case brought by the MEW in relation to electricity plant contract.

    One of our partners advised one of the leading electricity material manufacturers and suppliers on drafting and reviewing all documents and agreements related to distributors, end users and leases of showrooms.

    Real estate: Miras Legal advised on state-owned property lease agreements, high-net-worth residential property disputes, industrial property usufruct rights, commercial property sale purchase, lease, and lien.

    One of our partners advised on the execution of a debt-to-equity settlement through JV for a publicly traded Kuwaiti company with a capital of US$102m, providing advice on the settlement approach, in addition to drafting and reviewing the JV agreement. Miras Legal also assisted the client with its B.O.T and arbitration disputes in the Kingdom of Saudi Arabia

    We successfully obtained a favorable award for one of our high-net-worth individual clients with respect to unlawful rescission of a property sale purchase contract for  US$3.3m, Miras Legal was also able to recover the advance payment and compensation totaling more than US$600,000.

    We advised a Kuwaiti company on estate property ownership and management restructure worth more than US$36m.

    Miras Legal advised a renowned Kuwaiti holding company that owns residential and business towers industrial and commercial plots, and hotels, on all related real estate documents, including leasing, sub-leasing, sale, lien, eviction among other services.

    Technology: Miras Legal constantly advises its tech-services clients on applicable regulations and required terms and conditions including drafting and reviewing all related end user documents. In addition to providing advisory services, Miras also represents our tech-services clients in Kuwaiti courts on contentious matters.

    We advised on the purchase of equity of a Kuwaiti IT solutions company, the management authority matrix, and the capital restructure.

    We successfully defended a leading global social media company in a court case filed by a Kuwaiti user seeking compensation for the closure of his account, in which the court ruled to dismiss its jurisdiction over the case on the grounds that the arbitration clause included in the e-terms and conditions was valid to bring the case before arbitration.

    Transportation and logistics: Miras Legal has represented private transportation companies, courier companies and heavy trucks leasing companies.

    Our services included negotiation of share purchase agreements, advising on leasing agreements, advising, and submitting economic concentration applications to the Competition Protections Authority (CPA) (antitrust authority), drafting corporate documents, acting on behalf of shareholders in general assemblies and other services were provided.

    We recently acted as the legal adviser for the acquisition of OCS company by SMSA (a major player in the courier market in the MENA region).

    Wealth management: Wealth management of high-net-worth families and individuals is a sensitive matter, that Miras team is well aware of and takes seriously. Any legal strategy in this regard is adopted with focus on preserving wealth while maintaining family cohesion.

    Miras Legal has advised numerous Kuwaiti families on the discovery, restructure, distribution, exit and disposal of estate consisting of all sorts of assets (such as, shares, real estate, movables, and assets in foreign countries) valued at more than US$200m.  Miras has also supported its clients in locating estate funds in several countries, including the United Kingdom, Switzerland, Turkey, Sri Lanka and more.