Curtis Opens Office in Kuwait

New York, March 5, 2012 – Curtis, Mallet-Prevost, Colt & Mosle LLP has announced the opening of an office in Kuwait in association with Mashora Advocates and Legal Consultants. Kuwait becomes the international law firm’s 16th office globally and third in the Middle East.

The Curtis Kuwait office will be headed by David Pfeiffer, who joins Curtis as a partner with 16 years of experience in Kuwait.

The office will be located at Mashora Tower, Qibla Area, Kuwait City. The firm’s phone number there will be +965 2240 4470 and the email will be kuwait@curtis.com.

Mashora Advocates and Legal Consultants is considered to be Kuwait’s premier law firm with 25 lawyers. Mashora has built an outstanding reputation in the area of corporate and commercial law, litigation, real estate, joint ventures, banking and finance. Mashora is managed by Abdulrahman Al Humaidan, a Kuwaiti national with more than 25 years of experience in the Kuwait market.

“We are very excited to be expanding into Kuwait,” said George Kahale III, chairman of Curtis. “This move is another important part of our strategic growth in the Middle East, where we have already established a strong presence in Oman and Dubai over the past few years. The combined strength of Curtis’ international experience, the addition of David Pfeiffer to head the Curtis Kuwait office and Mashora’s well-known capabilities in the Gulf region will provide clients with the highest level of legal service in Kuwait.”

“We are very happy to be associating with Curtis,” said Mr. Al Humaidan, who served from 2006 to 2009 as Chairman of the Kuwait Municipal Council and President of the Kuwait Lawyers Association from 1998 to 2006. “Our alliance will create one of the most significant international law offices in Kuwait, which will greatly benefit our clients and enable us to grow in a wide range of practice areas.”

“I am thrilled to be joining Curtis because of its strong international focus and reputation along with its commitment to the Middle East,” said Mr. Pfeiffer, who brings 18 years of experience in the Middle East. “Curtis provides a substantial international platform that will allow us to establish a solid base in Kuwait by working closely with its team of highly regarded lawyers around the world to deliver the highest quality service to our clients in all practice areas.”

David Pfeiffer offers a combination of local and international expertise that is unmatched in Kuwait. He has been recognized, including by Chambers Global, as one of the leading commercial lawyers in Kuwait, where he has been based since 1996. He most recently was the managing partner of the SNR Denton Kuwait office after serving as the managing partner of Bryan Cave Kuwait. He has practiced law in New York, Chicago, Riyadh and Jeddah, in addition to Kuwait.

Mr. Pfeiffer earned his J.D. at the University of Wisconsin Law School and an LLM at Georgetown University Law Center. He received his M.A. at the University of St. Andrews, Scotland.

Curtis, Mallet-Prevost, Colt & Mosle LLP is a leading international law firm providing a broad range of services to clients around the world. Curtis now has 16 offices in the United States, Europe, Central Asia, the Middle East and Latin America. The firm’s international orientation has been a hallmark of its practice for nearly two centuries. For more information about Curtis, please visit www.curtis.com or follow Curtis on Twitter (twitter.com/curtislawfirm) and Facebook.com/Curtis.Careers).

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Construction Disputes and Negligent Supervision Claims

Many construction disputes in the Middle East arise out of the alleged negligent supervision of a project. There can be a tendency for judges and arbitrators in the region to assume that, by undertaking to “supervise” a project, an entity is assuming wholesale responsibility for everything that happens in relation to the project – and anything that goes wrong.

But what if the “supervisor” had no role or responsibility in the design of the project? What if the “supervisor” was only being paid to supervise two days per week? What if the constructing/installing entity deliberately ignores or overrides the recommendations of the “supervisor”?

The upshot of all this is that, from the point of view of the so-called “supervisor”, it is important to precisely define and caveat in every contract what exactly is meant by “supervision.”

In many cases, the word “supervision” should probably be left out of the contract entirely, given that “supervise” can be a loaded word in the Middle East construction sector and may connote to some of the region’s judges and arbitrators an unreasonably heightened standard of responsibility.

Instead, it might be preferable for the supervising entity to describe itself in the contract using a different term, such as “monitor” or “compliance monitor”. This would be particularly appropriate when the entity is merely monitoring the other parties on the project and providing suggestions, with no power to bind those other parties or control their actions.

More importantly, the contract should clearly state:
(i) what the monitor’s/supervisor’s responsibilities are;
(ii) how these responsibilities are to be fulfilled (e.g., by maintaining a log noting observed instances of non-compliance); and
(iii) any limitations on the powers to carry out these responsibilities (e.g., if the monitor/supervisor has been granted no powers to bind the other entities involved in the project, this should be explicitly stated in the contract).

In sum, given the tendency of some tribunals to assume that “supervisors” bear wholesale responsibility for the project, it behooves supervising and monitoring entities to negotiate a contract that clearly states what their mandate includes – and explicitly carves out what their mandate does not include.

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Anticipated Rule Change Could Spur IPOs of Family Owned Businesses

Family owned businesses play a central role in the economies of both developed and developing regions around the globe. Economic studies estimate that 40 percent of large companies in the United States and Europe are family owned. In the Middle East this percentage is even greater: more than 80 percent of Middle Eastern companies are owned or operated by a single family. However, the ownership dynamics within controlling families is quite fluid. Experts believe that over the next 10 years companies worth approximately US$1 trillion will be passed from one generation to the next within business-owning families.

In Oman, the central role of family owned businesses is even more pronounced. The local press has cited HE Yahya Bin Said Al Jabri, Executive President of the MSM, in reporting that 95 percent of Omani companies are family owned.

For this reason, safeguarding the future of Oman’s family businesses has been a key priority in the Sultanate’s economic development model. Recent plans announced by the Ministry of Commerce and Industry to lower capital dilution requirements suggest that the most promising future path for some family owned businesses may lie in tapping Oman’s public capital markets. This path leads directly to augmented share capital and strengthened corporate governance mechanisms.

According to a report in the Times of Oman, the government is preparing a new set of amendments to the Commercial Law which will lower the minimum capital dilution from 40 percent to just over 20 percent for family owned businesses undertaking initial public offerings (IPOs) on the Muscat Securities Market (MSM). By lowering the percentage of equity in the company that the law requires a family to relinquish, family owned companies should be more likely to float of portion of their shareholdings on the MSM.

The goal of these amendments and the policy behind them is that promoting public flotation will (i) strengthen family owned businesses by allowing them access to public investment capital; (ii) refine their corporate governance practices through adherence to listing standards; and (iii) streamline access to professional strategic and management advice that could fill potential succession gaps.

While Oman’s family owned businesses are currently among the strongest and most respected enterprises in the Sultanate, some family businesses may face vulnerabilities over the longer term. A leading professional services firm recently released a survey indicating that relatively few family businesses in the region survive beyond the third generation. That report also highlighted that only 16 percent of family owned businesses have instituted a clearly defined succession plan.

Another potential area of vulnerability for family owned businesses is the need for larger amounts of capital to compete in an increasingly international, big-player dominated environment. Concurrently, the more restrictive credit environment in recent years and some high-profile defaults by family owned businesses has made borrowing necessary capital much more difficult. Loosening the requirements for tapping the equity markets should afford family owned businesses another source of much-needed funds.

Similarly, as companies in many sectors grow larger, they often need a more formalised corporate governance structure in order to function properly. Becoming a publicly listed company and adhering to the MSM’s corporate governance standards should help provide structure and discipline to family owned companies.

Nevertheless, many family businesses have balked at the prospect of raising funds through IPOs. The current 40 percent capital dilution requirement has meant that any firm listing shares has had to give up a substantial ownership stake to public investors. Given that family control has been a central driver of success for many companies, few family businesses have been willing to relinquish that much ownership and such a degree of control. Further, bringing in outside investors and managers has been thought to risk disrupting the company’s culture and shifting focus from long-term development to short-term profits. Consequently, only eight percent of family businesses in the Middle East are publicly traded.

By lowering the minimum capital dilution percentage, the authorities’ objective is to enable family owned companies to bring in outside investors without giving up as much control. This change should enable more family owned businesses in Oman to partake of the advantages of public flotation, while mitigating its risks.

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Jeremy Miocevic Joins Curtis as Corporate Partner in Dubai

Curtis, Mallet-Prevost, Colt & Mosle LLP has announced that Jeremy Miocevic has joined the international law firm as a partner in its Dubai office.

Mr. Miocevic's practice focuses on mergers and acquisitions, private equity, international funds, and general corporate advisory and structuring.

“The addition of Jeremy Miocevic as a partner strengthens Curtis’ position in Dubai and the Middle East,” said Peter F. Stewart, Managing Partner of Curtis in Dubai. “Jeremy’s strong client relationships, both in the region and in specific sectors, will bolster Curtis' ability to help clients in the UAE and throughout the GCC region.”

Mr. Miocevic is moving to Curtis from a prominent UAE law firm, where he was involved in a wide range of local and regional M&A and private equity transactions and advised a number of clients on structuring, establishing and marketing private equity, real estate or other targeted investment funds.

Mr. Miocevic has counseled some of the largest investment banks and private equity firms in the United Arab Emirates, as well as multinational and regional companies. His work covers deals both inside the UAE as well as cross-border transactions within the GCC, Middle East and Africa.

Mr. Miocevic advises the full range of industry sectors, with particular experience in logistics and supply chain management, water treatment, food and beverage, media and publishing, financial services, and retail. He brings to Curtis more than four years of experience practicing in the UAE where he has a strong knowledge of local laws and regulations relating to his areas of practice.

He also previously served as group legal counsel for Ricardo Plc, a global automotive engineering consultancy. Prior to that, Jeremy was Sole Counsel at Kinsford Development Ltd., a UK-owned boutique venture capital company. He also has been a corporate and commercial solicitor at Allens Arthur Robinson, one of Australia’s largest law firms, where he was a member of the M&A team.

Mr. Miocevic received his B.A. in philosophy and his LL.B. with honors from the University of Auckland, New Zealand. He was admitted to the Bar as a barrister and solicitor of the High Court of New Zealand in 1999 and subsequently admitted as a barrister and solicitor of the Supreme Court of Victoria, Australia in 2001.

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Mary Allan Joins Curtis as Infrastructure Partner in Muscat

International law firm Curtis, Mallet-Prevost, Colt & Mosle LLP has enhanced its Infrastructure practice by adding Mary Allan as a partner based in Muscat, Oman.

Ms. Allan comes to Curtis from the Oman office of Denton Wilde Sapte, where she was head of infrastructure/projects. She has focused her work on projects in utilities and general mandate work for energy clients in utilities and the energy sectors. She has done much of her work on behalf of governments, particularly regarding regulatory issues for new power and water projects.

Ms. Allan has spent almost her entire career within the Middle East. She has been based most of the time in Muscat. She was in the Oman capital first from 1996 until 2002 and then, after a four-year stint in Denton’s Dubai office, she returned to Muscat in 2006 where she has been ever since.

“Mary Allan is well-connected within the Middle East and has represented a number of major clients in the energy and infrastructure sectors,” said Bruce Palmer, managing partner of Curtis’ Muscat office. “Her experience in Oman and across the GCC region will enable Curtis to establish itself further as one of the area’s leading international law firms.”

Ms. Allan has been recognized as one of the top practitioners in Projects and Energy by Chambers & Partners Global Directories which quoted sources praising her "excellent experience in the projects area" and by Legal 500 which called her “an excellent lawyer, extremely good in relation to project work and knowledge of the Oman legal system.”

The Curtis Infrastructure Development practice handles a broad range of domestic and international transactions, including some of the world's largest and best known project finance transactions and projects in the international petroleum and power industries. Our lawyers counsel infrastructure clients on the full range of corporate, financial and regulatory issues they face, representing project sponsors, investors, lenders, developers and state entities operating in a wide array of industries. The firm has particular expertise within the Energy sector, covering every segment of the industry – power plants, oil and gas exploration and development, refineries, substations, greenfield facilities, terminals, tankers, pipelines, transmission lines and mining – and spanning the generation, transmission and distribution aspects of electric energy development, regulation and financing.

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