IFLR Middle East Awards 2021: winners announced
IFLR is delighted to reveal the winning deals, teams, law firms and individuals for the 2021 edition of its Middle East Awards
We were thrilled to be able to host a live event at the Mandarin Oriental in Dubai on October 27, and it was a pleasure to see so many familiar faces, as well as some new ones.
Allen & Overy was one of the night’s big winners, picking up several awards, including international law firm of the year. Clifford Chance also had a strong year, featuring heavily across the deal shortlists. On the individual side, Graham Lovett of Gibson Dunn took home the Lifetime Achievement award, while Zeyad Khoshaim was named Managing Partner of the Year. Du’s Anneliese Reinhold was inducted into the Women Dealmaker Hall of Fame.
The ceremony caps off months of research into the Middle East’s legal market, drawing on written submissions, and wide-ranging interviews with clients and counsel across the region. The awards showcase the most legally innovative cross-border transactions from across the GCC over the past 12 months, as well as the teams and individuals behind the deals. All transactions had to have reached financial close between July 1 2020 and June 30 2021.
The theme of resilience really stood out in this year’s research. The size and complexity of some of the deals that teams were able to get across the line against a backdrop of global uncertainty and national lockdowns was remarkable. The fact that law firms, in-house teams and individuals were able to rise to these challenges is testament to the calibre of talent in the region.
The research team would like to thank everyone who took the time to contribute to the awards through submissions and interviews. The calibre of work showcased this year meant that judging was extremely difficult, and our congratulations go to all the winners. The full list is below.
INTERNATIONAL LAW FIRM OF THE YEAR
Allen & Overy
Allen & Overy is widely regarded as a first port of call for novel mandates in the region. It is said by one observer to have the “best sukuk practice around” and its proactive approach also drew praise during research. The firm played a key role in some of the most impactful and innovative legal work in the Middle East that closed during the research period. Its work on the Khaleeji Commercial Bank Additional Tier 1 sukuk was a particular highlight. The firm also shows a strong position in project financing. It advised Qatar Petroleum on the Al Kharsaah solar IPP. The firm also acted for the lenders on the Warsan waste-to-energy project and the arrangers on the Red Sea development financing. In addition, it worked on some notable equity, M&A and restructuring deals, highlighting the scope of its expertise.
Lifetime achievement award
Graham Lovett – Gibson Dunn
Graham Lovett has headed up Gibson Dunn’s regional disputes practice since 2016. Prior to that, he was regional managing partner of Clifford Chance. He spent 22 years with Clifford Chance, moving from London to the Dubai office in 2004. He is credited by peers for his pivotal role in the transformation at Clifford Chance between 2005 and 2015, which saw the firm become entrenched as a mainstay of the Saudi Arabian market. He is one of the most widely known and respected figures in the UAE market, and his prominence in the region is reflected in his role as chairman of the DIFC Authority Legislative Committee. In 2019, Lovett was appointed by Decree by HH the Ruler of Dubai as a Trustee of the Board of Dubai International Arbitration Centre. He is one of only two ex-patriates to be appointed to the board and will remain in place until 2022.
IFLR Women Dealmakers Hall of Fame
Anneliese Reinhold – du
Anneliese Reinhold’s impressive CV speaks to her position as one of the leading women in the Middle East’s information technology sector. She is general counsel and senior vice president of legal affairs at UAE telecoms giant du, where she has presided over some complex matters in recent years, including the Emirates Investment Authority’s purchase of a 10% stake in the company. Prior to joining du, she spent two years as general counsel at Ooredoo in Qatar. Reinhold is also influential in the start-up space and is a founding investor and investment committee member at Dubai Angel Investors – a company which invests in seed and series A funding rounds for early-stage tech companies, as well as leveraging the collective experience of its team to provide mentorship. In June 2021, Reinhold further expanded her portfolio, taking an advisory position on the board of App4Legal, a legal tech which offers practice management software for both in-house teams and law firms. Reinhold’s commitment to progress in the Middle East’s technology space over the last 18 years is clear and makes her a worthy inductee to this year’s IFLR Women Dealmakers Hall of Fame.
Managing partner of the year
Zeyad Khoshaim – Khoshaim & Associates
Zeyad Khoshaim is the founder and managing partner of Khoshaim & Associates. He has led the firm since its inception in 2012, overseeing its transformation into one of Saudi Arabia’s go-to law firms. At the end of last year, Khoshaim & Associates’ cooperation agreement with Allen & Overy came to an amicable end. The two firms continue to work closely together, including on the Red Sea Development green financing and on Natwest and Santander’s disposal of shares in SABB via an accelerated bookbuild. However, Khoshaim affirms that the end of their formal agreement will allow his firm to pursue opportunities with a broader range of clients and firms, expanding its reach across a greater variety of mandates. Indeed, the firm’s assistance to Samba on its merger with NCB is testament to its standalone capabilities.
Rising star lawyers of the year
Alekhya Prakash – Clifford Chance
Alekhya Prakash is a senior associate in Clifford Chance’s capital markets practice. She was singled out by a number of interviewees during the research process as a standout member of the team. Her work for Etihad Airways on its transformative ESG issuance is notable, and this rising star accolade also recognises her role as lead associate in structuring DP World’s hybrid sukuk. This was the first international corporate hybrid sukuk and took place against the backdrop of a broader privatisation strategy for the company.
James Osun-Samni – Dentons
James Osun-Samni was recommended on several occasions over the course of research by opposing counsel and clients alike. One source stated that he “exceeded expectations” and he is regarded as a “very good associate”. Formerly at Allen & Overy, Osun-Samni joined Dentons’ debt capital markets and Islamic finance practice in 2021. He has also spent time on secondment to HSBC’s DCM transaction management group. This award acknowledges his reputation as a rising star in advising on conventional and Islamic finance debt capital markets deals, including cross-border issuances, programme updates and issuances and hybrid and standalone issuances.
Peter Maurice – Zaki Hashem & Partners
A senior associate at Zaki Hashem & Partners since 2019, Peter Maurice also has experience in-house from his time at ADES International. Maurice’s assistance on the structuring of Egypt’s sovereign green bond issuance helped to get the deal over the line. This issuance included a comprehensive third-party monitoring process to ensure compliance with environmental aspects and was also one of the first listings to be done under the new London regime for listing sovereign bonds. Both presented challenges and Maurice’s role on the Egyptian law side was key in recommending him for this award. He also advised the lenders in relation to the financing of the Cairo monorail.
Noor Al Taraif – Zu’bi & Partners
Noor Al Taraif is making a name for herself in the Bahrain corporate space. Her key piece of work over the last 12 months was her integral role in Khaleeji Commercial Bank’s Additional Tier 1 sukuk, alongside partners Qays Zu’bi and Naveen Thakur. This was Bahrain’s first convertible AT1 sukuk and, as such, extensive work with the Central Bank of Bahrain was required to create a precedent and close the deal. Al Taraif has also contributed to several publications, including the Bahrain section of The World Bank’s Women, Business and the Law Report for 2021.
DEALS OF THE YEAR
Debt and equity-linked
Khaleeji Commercial Bank Additional Tier 1 Sukuk
Khaleeji Commercial Bank’s additional Tier 1 sukuk set a new precedent for convertible sukuks. It was the first Additional Tier 1 issuance from the GCC which contained a point of non-viability loss absorption mechanism in the form of conversion into equity. The transaction also provided for a unique and complex subscription structure whereby the issuance was fully subscribed by Khaleeji Commercial Bank’s shareholder and the subscription amount in respect of the issuance comprised a combination of cash and in-kind assets.
Allen & Overy
Hassan Radhi & Associates
Simmons & Simmons
Zu'bi & Partners Attorneys & Legal Consultants
NCB – Samba merger
National Commercial Bank’s merger with Samba was one of the year’s standout deals, both in Saudi Arabia and in the region at large. The resulting entity, Saudi National Bank, commenced trading in April and is now Saudi Arabia’s biggest lender. This was very much a merger of equals and there was a pressing need to structure the deal in a way that would limit disruption to clients. The size of both banks demanded a host of regulatory approvals and threw up extensive international antitrust issues. There were also challenges arising from common shareholding in both banks. The scale of the merger was unprecedented and closely scrutinised by the regulatory bodies. Another unique feature of the deal was negotiations were kept confidential until the in-principal agreement was announced.
Abuhimed Alsheikh Alhagbani Law Firm in co-operation with Clifford Chance
Cleary Gottlieb Steen & Hamilton
Freshfields Bruckhaus Deringer
Khoshaim & Associates
White & Case
Yalla Group IPO
Yalla Group’s IPO was the first ever US IPO by a UAE-based tech company. Yalla is a sharia-compliant social network. Its IPO was a keynote deal within the Middle East and goes to the heart of the region’s increasingly strong position as a tech innovator. This was a truly global deal, with the US-listing of a Cayman-incorporated company, with a founder from China and operations spanning the UAE, Qatar, Kuwait and Saudi Arabia. This resulted in complex compliance and regulatory issues, and required some innovative due diligence, including gathering data from users on their experiences with the app. The offering comprised of 18.6 million American depositary shares, representing around 13% of Yalla Group’s share capital.
Al Tamimi & Company
Cleary Gottlieb Steen & Hamilton
Hadef & Partners
Simpson Thacher & Bartlett
United Arab Chemical Carriers – United Overseas Group merger
United Arab Chemical Carriers merger with United Overseas Group was the first of its kind in the DIFC, which has never seen a cross-border merger under the new DIFC Companies Law. The deal structure involved a US-style reverse triangular merger structure and a merger transaction agreement governed by Delaware law, which was also unprecedented in the DIFC. The novel nature of this structure led to a variety of regulatory issues which had to be overcome in order to create a process and procedure for the merger to close.
BSA Ahmad Bin Hezeem & Associates
Watson Farley & Williams
White & Case
Al Kharsaah Solar IPP
Funding for Qatar’s first utility-scale renewables independent power project closed in August 2020. It was procured with the intention of ensuring completion on time to enable the country to host the first carbon-neutral FIFA World Cup in 2022. Al Kharsaah was the first renewables transaction in the Middle East to be directly backed by an export credit agency on a soft mini-perm basis, and is Japan Bank for International Cooperation’s first ever renewables transaction. This deal formed the basis for the Rabigh 300MW solar IPP, which was also shortlisted this year.
Allen & Overy
This restructuring was among the first rescues of a tech company in the Middle East. It involved an immediate emergency liquidity deal, which was followed by the region’s first ever Series C venture capital down-round. The use of an aggressive $1 pay-to-play mechanism was used to incentivise investors to participate. This was the first use of such a feature in an equity down round in the region and sets a benchmark for future restructurings. A class action lawsuit was taking place in the background, which added an extra layer of complexity.
Al Tamimi & Company
Latham & Watkins
TEAMS OF THE YEAR
Debt and equity-linked
Clifford Chance’s debt and equity-linked team had a busy year, acting on some of the region’s most innovative transactions. Led by Stuart Ure, the team worked on five shortlisted deals, showing particular skill in ESG-linked bonds. Highlights include advising on Etihad Airways’ ESG issuance, DP World’s hybrid perpetual sukuk, Sharjah’s Covid response sukuk and the Kingdom of Saudi Arabia and Saudi Electricity’s mudaraba-based perpetual subordinated instrument. Clifford Chance’s work for National Commercial Bank on its inaugural US dollar AT1 issuance, which was also the first from Saudi Arabia, also stood out, with its combination of Basel III capital rules, English contract law, Saudi Arabian law and Islamic finance principles.
Allen & Overy
The equity team at Allen & Overy advised on first-of-their-kind accelerated bookbuild equity offerings in both Saudi Arabia and the UAE. Its work for Natwest and Banco Santander employed a back-to-back structure, where the shares were first sold to the investment banks and then to the end purchasers. This involved the execution of two separate trades on Tadawul and was unprecedented. Meanwhile, its assistance to ADNOC was the first international style accelerated book build equity offering to be carried out in relation to a UAE listed stock and the first combined equity and exchangeable bond offering in the GCC.
Freshfields Bruckhaus Deringer
Freshfields had a strong year, acting on five M&A transactions recognised in the Deal of the year shortlist. It showcased expertise across Oman, Saudi Arabia, Abu Dhabi and Egypt. The team’s work for First Abu Dhabi bank in relation to its acquisition of Bank Audi Egypt particularly caught the eye. This was the first bank acquisition after the issuance of the New Banking Law in Egypt and innovative structuring was employed to allow First Abu Dhabi bank to keep its branch in Egypt. The team’s work on the establishment of a first-of-its-kind pan-African biopharmaceutical platform, and its representation of Omantel on the sale of its telecoms tower infrastructure were also worthy of note.
White & Case
For the second year in a row, White & Case has proved itself a formidable force in the projects space. Its involvement in both the Rabigh solar IPP and Al Dhafra PV2 project underline the firm’s commitment to energy transition. Al Dhafra PV2 will become the world’s largest single solar plant. The financing used a novel bridge-to-bond facility, creating a new green asset class template designed to drive down the cost of debt and reduce transaction timelines and uncertainties for future solar PV projects. The Rabigh solar IPP comprised a unique combination of Islamic financing and a soft mini-perm ECA structure to close one of the largest transactions in the Kingdom of Saudi Arabia’s second round of renewables.
Allen & Overy
Allen & Overy’s work in relation to the ongoing NMC Healthcare administration helped demonstrate its leading credentials in this area. Led by Khalid Garousha, the team advised NMC on the sale of Eugin Group. The sale of assets by an Abu Dhabi Global Market company in administration was a market first and required the redomiciling of NMC from the UAE to the Abu Dhabi Global Market. Allen & Overy’s role on the Sadara debt restructuring is also worth of note. It was the first restructuring to include the re-tranching of Shari’a compliant facilities, including a publicly listed sukuk, and involved a diverse group of lenders, comprising export credit agencies, government agencies, commercial banks and institutional investors.
IN-HOUSE TEAM AND FIRM AWARDS
Pro bono Firm of the Year
Perhaps unsurprisingly, this year’s pro bono winner has been singled out for its work regarding the Covid-19 pandemic. Meysan Partners’ emergency coronavirus response work sees it named as this year’s pro bono firm of the year. It has worked extensively with the Kuwait government over the past 18 months, advising on initiatives which aimed to mitigate the consequences of the pandemic for both businesses and individuals. The firm worked to provide the government with a synopsis of the challenges in the legislation that needed to be overcome and worked closely with the Ministry of Social Affairs and Labour to create mechanisms within the law to allow flexibility to adapt to the developing situation. Meysan Partners played a vital role in helping navigate the legal challenges created by the pandemic and limiting damages to Kuwait’s private and SME sector.
Rising Star Firm of the Year
Founded in 2018, KARM Legal is fast gaining ground as a go-to in the Middle East’s burgeoning fintech sector. It is based in the UAE and works across the GCC. The firm is led by founder and managing partner Kokila Alagh, along with fintech, blockchain and emerging tech lead Akshata Namjoshi. The team’s recent highlights include its work for YAP on the launch of the UAE’s first independent digital banking platform. The firm also works closely with UAE regulators and hosts training sessions to provide insight into the legal trends in the fintech space.
In-house Team of the Year: Corporate
Etihad Airways November 2020 ESG issuance is transformative for the aviation industry. It was the first of its kind in the sector and is testament to the airline’s commitment to responding to the challenges presented by climate change, even in a year in which aviation was hit hard by the pandemic. This was the first transition sukuk in the Islamic market and required significant negotiations within a tight timeframe. The sukuk uses an innovative structure whereby the capacity of the aircraft is used as the underlying asset, while the net proceeds of the issuance are linked to Etihad’s carbon reduction targets. General Counsel Henning zur Hausen and the wider in-house team were said to be “instrumental” to the success of the deal and were commended for their active role for getting it over the line. This pioneering issuance paves the way for similar issuances in the sector in future, and speaks to Etihad Airways’ position at the cutting edge.
In-house Team of the Year: Investment Bank
Headed by Nasreen Bulos, HSBC boasts a legal team of over 50 people across the Middle East, North Africa and Turkey, including 30 in Dubai. It has handled a range of innovative transactions over past year, including on issuances by Qatar Islamic Bank, Arab National Bank and SABIC. It played a key role in Saudi Aramco’s multi-tranche sukuk issuance, which was the company’s first international sukuk issuance and employed a novel ijara/murabaha hybrid structure. The bank also boasts a thriving ESG offering, advising on a host of green financings by issuers such as the Saudi Electricity Company, the Islamic Development Bank and the Arab Republic of Egypt.
In-house Team of the Year: Regional Bank
First Abu Dhabi Bank
First Abu Dhabi Bank’s 40-strong legal team has acted across a range of standout, innovative deals, including as joint global coordinator on ADNOC’s accelerated bookbuild equity offering and exchangeable bond. This was the GCC’s first combined equity and exchangeable bond offering, so myriad regulatory hurdles had to be overcome. First Abu Dhabi’s recent acquisition of Bank Audi in Egypt increases its strength and footprint in the region, emphasising its growth mentality. In April 2021, the bank carved out its existing payment business, launching a fully-owned and operational subsidiary: Magnati. The bank is also the recipient of the first In-house Tech Innovation Award, reflecting its commitment to using technology to improve the provision of legal advice.
Islamic Bank of the year
Dubai Islamic Bank
For the second year running, Dubai Islamic Bank is awarded Islamic Bank of the year. New Shari’a standards have created challenges for Islamic banks across the region, but Dubai Islamic Bank has proven itself more than capable of rising to the occasion. The bank appointed a new Chief Legal Officer, Omar Rahman, in March 2020 and his positive impact is reflected in the recommendations for the bank’s legal team. The bank was involved in some of the region’s most prominent deals, including Saudi Aramco’s multi-tranche sukuk issuance. Also eye-catching was its work as one of the bookrunners on Etihad’s novel sustainability-linked, transition sukuk.
ESG In-house Team
Over the past 12 months, Standard Chartered has played in a key role in a number of green financings and projects. Among the most notable is its involvement in Etihad Airways pioneering ESG issuance, which underlines a commitment to reducing carbon emissions in an industry which is not traditionally known for its green credentials. Standard Chartered’s legal team stood out not only for its commitments to sustainable financing, but also its work on social impact projects. With support from the legal team, the bank is sponsoring and partnering with the DIFC FinTech Hive’s Women in Tech programme, which seeks to empower female entrepreneurs by providing networking, mentorship and funding opportunities.
In-house Tech Innovation
First Abu Dhabi Bank
First Abu Dhabi Bank wins the inaugural In-house Tech Innovation Award. The bank launched its new app, Project Apollo, in September 2020. The app provides targeted cross-border advice through a smartphone to individuals across the bank, offering tailored, cross-border regulatory advice. The app will be refreshed and updated in response to regulatory changes and will continue to add value across the bank’s business functions. Against the backdrop of the pandemic, First Abu Dhabi Bank also launched a new portal that provides a secure and legally valid way for clients to sign documents digitally. FAB eSign is a unique product in the UAE that allows documents to be signed electronically in such a way that the signature has equal validity to a ‘wet-ink’ signature in UAE courts. FAB eSign has been approved by the Telecommunications Digital Government Regulatory Authority, underscoring its credibility and importance.
NATIONAL LAW FIRMS OF THE YEAR
Zu'bi & Partners Attorneys & Legal Consultants
Led by Qays Zu’bi, Zu’bi & Partners has advised on a number of Bahrain’s most significant deals over the last year, and has been commended for its excellent balance of practical, commercial and technical strength. It has proven itself a particularly strong player in debt capital markets, where it advised Khaleeji Commercial Bank on its landmark Additional Tier 1 sukuk issuance. The firm’s work for nogaholding in relation to its debut sukuk also stood out. As the first transaction to comply with the requirements of AAOIFI Shari’a standard 59, the structure has become a template for subsequent sukuk issuances.
Zaki Hashem & Partners
Zaki Hashem & Partner’s work on social impact deals helped to secure its win. It advised on Egypt’s landmark sovereign green bond issuance, which was the first time a sovereign in the Middle East has looked to fund sustainable projects by tapping the international market. The firm also assisted on Adwia’s acquisition by CDC. This deal combined an Egyptian pharmaceutical company with an Indian generic drug company to create a first-of-its-kind pan-African pharmaceuticals platform, which will improve access to medicine in underserved markets.
Confluent Law Group
Confluent Law Group blends international counsel pedigree with impressive local law experience. It is often sought out to provide a bridge between international investors and the Iraqi government. Over the research period, the firm has played a role on some of the market’s more complex project financings, showcasing its expertise in relation to solar polar and wastewater projects, as well as oil and gas. It is also adept at handling cross-border M&A work.
Ali Sharif Zu’bi Advocates & Legal Consultants
Jordan’s firm of the year is Ali Sharif Zu’bi Advocates & Legal Consultants. The firm exhibits broad capabilities and remains a leader in the market. It has advised on several innovative matters during the research process, including assisting the Kingdom of Jordan’s Eurobond issuance, which was the first dual-tranche offering for the Kingdom. Its work for Catalyst also stood out. The firm advised on the financing of three self-generation projects, which involved novel wheeling arrangements.
ASAR - Al Ruwayeh and Partners
For another consecutive year, ASAR – Al Ruwayeh and Partners proves itself dominant force in Kuwait. It took a key role on substantial deals across capital markets, project financing and restructuring. Among its highlight matters was the KIB Tier 2 sukuk. This was the first US dollar denominated Tier 2 sukuk issuance from Kuwait and required extensive structuring to align Kuwaiti law with international Basel III regulation. Its advice in relation to the Umm Al Hayman Waterwater treatment project also stood out. The project structure combined both build, operate and transfer, and design, build and operate systems in one project agreement, which had never been done before in Kuwait.
Badri and Salim El Meouchi Law Firm
In addition to its strong commitment to pro bono work, Badri and Salim El Meouchi acted on some of Lebanon’s most significant PPP projects. Its recent work includes the Beirut International Airport expansion, Lebanon Expressway project and the Kleiat airport development. All these projects rely on new and untested PPP law in Lebanon and, as such, the firm had to devise creative structures to provide a bankable and attractive regulatory and legal set up for investors.
AMJ – Al Busaidy Mansoor Jamal & Co
AMJ – Al Busaidy Mansoor Jamal & Co retains its position as one of Oman’s most prominent firms. In the past year, the firm advised on a range of leading deals. Notably, it helped Omantel in the structuring of the sale of its telecommunications towers to Helios. This was a first of its kind under a new legal regime. There were also complexities around Omantel’s former government ownership, as this meant it had certain land under rights which were not normally available to private companies. It also remains preferred counsel for the Government of Oman on capital market issues and advised on a number of sukuk issuances during the research period.
Al Tamimi & Company in association with Advocate Mohammed Al Marri
Al Tamimi & Company in association with Advocate Mohammed Al Marri maintains a stellar reputation for financing facilities in Qatar and is often sought out to assist with novel matters. The office is headed up by Matthew Heaton and he is often assisted by senior associate Mohammed Mitha. The firm regularly advises some of the leading banks, both in Qatar and globally. It recently assisted Qatar Islamic Bank on the integration of a securities trading platform into its mobile banking application. This was a novel concept in the Qatar market and required extensive regulatory structuring.
Abuhimed Alsheikh Alhagbani Law Firm in cooperation with Clifford Chance
Abuhimed Alsheikh Alhagbani Law Firm in cooperation with Clifford Chance edged ahead in a competitive field thanks to its involvement in nearly all of the market’s headline deals during the research period. It acted for National Commercial Bank on its ground-breaking merger with Samba and also its US dollar Additional Tier 1 sukuk issuance, which was a first in the Kingdom. Among its headline deals was also the EIG-led consortium – Aramco oil pipelines joint venture. This will allow Saudi Aramco to optimise its assets through a lease-and-lease-back arrangement involving its stabilised crude oil pipeline network. This was the first of its kind in Saudi Arabia and there were extensive structuring challenges surrounding the strict regulations in the sector.
United Arab Emirates
Al Tamimi & Company
Al Tamimi & Company maintains an enviable reputation in the UAE. It was called upon to assist with some of the most impactful work in the market, including the Fetchr restructuring and Yalla Group IPO. Yalla Group’s IPO was one of the country’s headline deals in 2020 and was the first US IPO of a UAE tech company. The Fetchr restructuring is a success story as the first time a mature MENA-based technology company has been saved from bankruptcy through an advance venture capital financing. A market-first pay-to-play mechanism was included in the financing to incentivise investors to participate in the down round.