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MERGERS, ACQUISITIONS & DIVESTMENTS

Dr Abdelrahman Elnafie has extensive experience in mergers, acquisitions, and divestm He has personally handled many transactions of this nature including:

H. Sayyid Es’ad bin Tarik Al Said: Advising in the acquisition from the Government of Oman of foodstuff factories in Rustaq and Nizwa.

Oman Banking Corporation SAOG and Bank Muscat SAOG: Advising and undertaking legal works for merger, between the two banks..

Shell Marketing Oman SAOG: Advising and working within a team on the acquisition of the business of Shell International in Oman, Shell Marketing Oman SAOG.

Assarain Enterprises LLC: Undertaking legal work for acquisition of the Body Shop in the Sultanate of Oman, by Assarain Enterprises LLC.

Muscat Overseas Co. LLC: Undertaking legal work of divesting the business into various sister companies within the group.

Gulf Investment Services Co. SAOG: Advising in the then proposed merger with Financial Services Company SAOG.

GENERAL CORPORATE

Most experienced Lawyer in general corporate, examples:

Oman Flour Mills Company SAOG: Advice on legal implications in relation to State Audit Report for the two years 2010-2011 & 2011-2012.

Oman Fisheries Co. SAOG: Advising on corporate structure and the re-organisation of fishing activities.

Occidental of Oman Inc.: Advising on registration of a branch office in Oman, which was established in connection with the exploration/development of Block 27.

US Embassy in Oman: Advising on acquisition of a government land.

Gardiner & Theobald International: Undertaking legal work for incorporation and commercial registration of the company in the Sultanate of Oman.

Capital Commercial Centre LLC: Undertaking all legal works for incorporation and commercial registration.

Assarain Enterprise Group: Undertaking incorporation and commercial registration works of various companies.

Al Hail Investment Co. LLC: Doing legal work for incorporation and commercial registration of a family company to hold the personal wealth of a Royal family.

Oman International Holding Co.: Acting as a leading lawyer in the flotation of Oman International Holding Co.

Shell Co.: Undertaking legal work for the flotation of Shell Co.

His Highness Sayyid Faher Al Said: Undertaking transfer of shares in all His Highness Sayyid Faher Al Said’s group of companies between the heirs in accordance with Oman Law, and Shari’ah Law, and transferring shares and bonds in joint stock companies and transferring land title deeds etc.

Muscat National Holding Company SAOG: Advising Muscat National Holding Company SAOG on a real estate joint venture project with Muscat Insurance Co. SAOC and Muscat Life Insurance Company SAOC

Al Ghurair Company: Advising Al Ghurair Company in establishment  of a holding company and assisting the client in Drafting Partners Agreement, Advise on procedure and legal requirement for registration of various group companies.

His Excellency Ahmed bin Suwaidan Al Balushi: Advising on the reorganisation of his group of companies and his personal wealth.

Al Shaya Company, Kuwait: Obtained legal presence in the Sultanate of Oman for Al Shaya Company, Kuwait, without requiring any Omani participation. His advice also extended to overcoming the statutory restrictions on the activities of commercial agencies permitted for GCC nationals through invention of trade mark routes to enable various  products in Oman.  Abdelrahman has been successful in expanding the permitted activities of the company as registered on the Oman Commercial Register to enable it to carry on pharmaceutical business.

Eiffage SA: Assisting in establishing a representative office in Oman.

AUTOMOTIVE

Oman Marketing and Services Company: Acting for Oman Marketing and Services Company, the Omani Distributor of Honda cars, in a latent defect case brought before Oman Courts. A customer claimed that the safety Airbag in her car contains dangerous material, which caused injuries to her upon an accident.

The Zubair Corporation: Acting for Zubair Corporation, Oman Agent of Mitsubishi cars, on a claim raised by a customer on grounds of defects in the car’s tyres which led to accident, and personal injury.

Acting for Mr Ramasubramanian R Vaikunta, General Manager of Saud Bahwan company on a consumer protection case regarding sale and distribution of fake and unsafe MAN spare parts.

DISPUTE RESOLUTION

His Highness Sheikh Mana bin Khalifa bin Said Al Maktoum and Her Highness Sheikha Sanaa bint Mana bin Rashid Al Maktoum: Representing their Highness on commercial and civil disputes with Mr. Juma bin Ali bin Khamis Al Hatroushi before all courts in the Sultanate of Oman, up to Supreme Court.

Oman Ministry of Finance: Advising on a dispute with Oman International Shrimps Company SAOC before the Administrative Court over a claim for compensation of RO23 million, for cancellation of investment licence.

Al Hashar Group of Companies: Advising and defending client on disputes over termination of the BMW and Nissan agencies.

Diwan of Royal Court of Oman: Advising and representing client on a construction dispute with Engineering Consultancy Services regarding the Salalah sea wall.

Zawawi Trading Company: Advising and representing client on a construction dispute with Engineering Consultancy Services and Oman National Insurance Company.

Al Ahlia Insurance Company: Advising and acting on a major insurance claim by MohsinHaiderDarwish LLC under contractors’ all risks insurance policy.

The owner of Hamad International Enterprises (His Highness Sayyid Thuwainy bin Shihab Al Said): Advising and acting on ground-breaking proceedings against its group general manager.

UB Engineering Co. Ltd. of India: Advising and acting on a US$4 million claim involving Hitachi Zosen of Japan relating to Ghubrah Power and Desalination Project (Phase V).

Partners in Voltamp Electrical Company LLC: Advising and acting on winding-up proceedings involving alleged abuse of position.

Gulf Investment Company SAOG and Oman Emirates Investment Holding Company SAOG: Advising on investigations by the Capital Market Authority (regulatory authorities) into a number of securities transactions.

Former General Manager of Oman Development Bank SAOG: Handling the defence in ground-breaking proceedings relating to alleged negligence, misappropriation of public funds, misuse of powers and breach of the Commercial Companies Law.

Confidential Senior Chartered Accountant: Handling the defence in criminal proceedings, which alleged breach of the Commercial Companies Law, the Penal Code, and the Muscat Securities Market Law, in connection with a report prepared by him and relied upon in making a decision to purchase of shares worth RO2.5 million (US$6.5 million).

Oman Investment Holding Co. SAOG: Leading the defence team in high profile criminal proceedings brought against certain directors (including a former development minister) relating to alleged misappropriation of public funds, criminal breach of trust, manipulation of securities’ prices and breach of the Muscat Securities Market Law. Abdelrahman’s argument that the chapter of the penal code dealing with Government employees’ crimes did not apply to directors and employees of Government companies was accepted by the court, and resulted in the subsequent promulgation of a new law (SD 72/2001).

Various local major banks: Acting in criminal proceedings for fraud against Mr. Ali Redha, his group of companies and his auditors in connection with the largest insolvency in Oman’s history involving a loss of RO 50 million (US$130 million).

National Bank of Egypt International: Advising and acting on a major dispute involving Oman Housing Bank SAOG concerning liability for losses attributable to fraudulent transactions, allegedly committed by the former general manager of Oman Housing Bank and others.

Oman International Bank SAOG: Advising and acting on a dispute involving Sheikh Hamad bin Hamdan Al Ghafry relating to banking facilities and foreign currency trading.

General Manager of Oman National Electrical Company SAOG: Advising and acting on high profile criminal proceedings involving the Undersecretary of Ministry of Housing, Electricity and Water and other various legal issues.

BeyamTalibie: Representing an expatriate in an administrative dispute with Royal Oman Police and the Ministry of Commerce and Industry for deportation of an expatriate holding and investment licence and successfully securing cancellation of the deportation decision, which set a precedent in Oman.

Acting for Dwarkadas& Co., in a consumer protection case with respect to sale of defective food stuff.

Advising  BRF Middle East & Africa, in a consumer protection case on sale of Sadia Chicken which is not in compliance with Oman specification.

Successfully defended SABCO Group in a commercial dispute before Oman Courts which was finally adjudicated by the Supreme Court in favour of SABCO Group. The case was filed by Sheikh Qais bin Zahir Al Hosni against SABCO Group claiming US$ 108,000,000as his share of commission for marketing ARAMCO Crude Oil.  He also filed another case claiming compensation for fraudulent misrepresentation. All such cases were successfully defended by him.

LABOUR DISPUTES

Murtadha Fadhil: Representing Mr Murtadha Fadhil, Ex General Manger of Oman Development Bank in dismissal labour case, for unfair dismissal.

Oman Marketing and Services Company: Acting for the company in various labour cases.

Occidental OmanInc.: Representing Occidental of Oman in a labour dispute against Mr Khalid Al Nadabi in a claim for reinstatement, on grounds of unfair dismissal.

Petrofac E&C Oman LLC: Representing the company in a labour case against Ms Fatma Al Zahra Tarek Abushadi, for compensation foran unfair dismissal case.

ORPIC: Representing ORPIC in various Trade Union labour cases.

Banoun Oil Company: Acting for the company in labour case filed by Mohamed Al Fizari.

Mud Industries Company: Acting for the company in Trade Union labour cases.

INSURANCE DISPUTES/LITIGATION

Oman National Insurance Company: Advised and assisted in disputes relating to Maritimes insurance claims.

MetlifeALICO: Advised and assisted in various insurance claims relating to life insurance, medical insurance and accidents.

Al Ahlia Insurance Company: Acting in insurance disputes relating to damage to Yakht.

Zawawi Trading Company: Acting in an insurance claim against Oman National Insurance Company, in a construction insurance dispute.

Vision Insurance Company: Acting in an insurance claim relating to exhibition equipment.

Vision Insurance Company: Acting in an insurance dispute relating to all risks contractor’s cover.

Bank of Oman, Bahrain and Kuwait: Acting in an insurance dispute relating to infigility blanket cover.

Al Ahlia Insurance Company: Acting in an insurance dispute relating to contractor’s all risk policies against insured contractors and sub-contractors.

Al Ahlia Insurance Company: Acting against Dhofar Insurance Company, in national insurance contribution scheme.

John Burridge: Acting against Dhofar Insurance Company, in an Insurance Dispute relating to a Road Accident injury.

Falcon Insurance Company and their insurers: Acting in an insurance dispute against Takamul Investment Company in an Insurance Claim relating to Directors liabilities.

TAX DISPUTES

Abdelrahman is the most experienced tax lawyer in the Sultanate of Oman, and has handled more than 40 tax cases on different legal issues, through different litigation stages including objection to Secretary General of Taxation, appeals to the Tax Committee at the Ministry of National Economy, filing cases before Courts and at Primary, Appellate and Supreme Court stages. He has handled more than 50 per cent of the total number of tax cases before Oman courts in the material time.

International Bank: Tax appeals for the years 2003 – 2004. The nature of the claim is a request for allowing deduction of expenses from taxable income.

W J Towell: Acting in a tax dispute involving issues of taxing capital gains and taxing dividends received from other companies.

OMASCO: Acting in a tax case and tax appeal worth over US$1.3 million, establishing a principle that GCC nationals are permitted to combine both retail and wholesale businesses in the Sultanate of Oman and to enjoy tax parity with Omani nationals.

Muscat Overseas: Acting in a tax dispute involving issues of taxing capital gains and taxing dividends.

Al Yousef International Ent.: Acting in a tax dispute involving taxing goodwill, managers’ remunerations, capital gains and dividends.

Oman National Investment Holding Co.: Acting in a tax dispute involving taxing foreign investment, capital gains, dividends and the issue of effect of previous criminal judgment on tax position of a company.

Muscat Financing Company SAOG: Acting in a tax dispute on deduction of provisions of bad debts.

Dhofar International Development and Investment Co. SAOG: Acting in a tax dispute on dividends and goodwill.

Dhofar Cattle Feed Co. SAOC: Acting in a tax dispute on taxing dividends.

Ominvest: Acting in a tax dispute involving issues of taxing foreign investors.

Reem Batteries Co.: Acting in a tax dispute on taxing losses carried forward during a period of a tax holidays.

Oman Tourism Company SAOG: Acting in a tax dispute relating to foreign investment issues.

Ensign Energy Services Co. (Broneo) (formerly Oil drillling and Exploration Co.): Acting in a tax dispute on deduction of reasonable Rigs Rents from the taxable income.

Thomson International PV.: Acting in a tax dispute over deduction of expenses by the head office.

HSBC: Acting in tax disputes on taxing general loans provisions.

J. Towell Co. LLC: Acting in a tax dispute on taxing foreign dividends.

Matarah Cold Stores LLC: Acting on a tax dispute on deemed income.

Cowi Larsen JV: Acting on a tax dispute on taxing a joint venture as a permanent establishment rather than a company

GOVERNMENT PROJECTS

Working as an external consultant of Oman Government on the high profile project relating to the promulgation of a new Foreign Direct Investment Law to replace the existing Foreign Capital Investment Law.

ARBITRATION

Acting as Advocate:

Gulf Hotels Company SAOG: Representing in UNCITRAL Arbitration against Rotana Hotel Management Corporation (Supreme Court proceedings).

Sultanate of Oman: Acting as an arbitrator between Petrofac Inc. and Desert Lines Projects Company LLC in an agency dispute.

French lawyer: Acting as the local adviser in an arbitration in Paris with respect to a dispute over a brokerage agreement between Muscat International Investment Company Limited (Cyprus) and Panhard and Lovassor.

Aqua Chem Inc.: Acting in proceedings under UNCITRAL arbitration rules.

Gulf Hotels (Oman) SAOG: Acting in an ICC arbitration against Rotana Hotels Management Corporation Limited.

Jyoti Structure Limited: Acting in an ad hoc arbitrator against International Construction Company LLC.

Salalah Flour Mills Co. SAOG: Acting in an ad hoc arbitration against Yahya Costain LLC.

Oman Wastewater Services Company SAOC (Haya Water): Acting for Haya Water in arbitration proceedings against Galfar Engineering Co. SAOG on Al Ansab Treatment Project.

Acting as Arbitrator

Tadamon Islamic Bank and Mr. Waheed Basheer: Acting as a Co-Arbitrator in a foreign currency dispute in Sudan.

Desert Line Projects and Petrofac Inc: Acting as a Co-Arbitrator in a commercial agency dispute.

Oman Oil Supplies Centre LLC and Said Al Shahry Law office: Acting as an arbitrator in a Rent Dispute.

Oman Airport Management Company SAOC and Businessman Services Centre LLC: Acting as a Co-Arbitrator in a concession holding dispute.

Al Habib & Co. LLC and Sultan Special Forces: Acting as a Sole Arbitrator in a construction dispute.

Iskan Oman CO. SAOC V. Suad Al Mudhaffar, and Ali Al Abri: Acting as a Sole Arbitrator in a sales contract dispute.

Public Authority for Stores and Food Reserve and Oman International Foods Company SAOG: Acting as a Chairman of Arbitration Panel in a dispute over a supply and circulation contract.

Oman Building and Contracting Co. LLC and MPE Engineering Construction Trading Inc.: Acting as a Chairman of Arbitration Panel in a construction dispute.

Ay-Tek Construction and Heirs of Rajiha bin Abdulameer bin Ali: Acting as Sole Arbitrator in a construction dispute.

Al Reef LLC and Sheikh Subaa bin Hamdan Al Saadi – Acting as a Co- Arbitrator in a dispute in relation to investment on Real Estate.

Vanguard Engineering and Oilfield Services and Kuwait International Advanced Industries (KIAI) – Acting as a Co-Arbitration in a civil claim.

Vanguard Engineering and Oilfield Services and Kuwait International Advanced Industries (KIAI) – Acting as a Co-Arbitration in a civil claim.

Public Corporation for Industrial Estates v Abu Halim Contracting Co. LLC – Acting as a Chairman of the Arbitration Panel.

Bogest Trading & Contracting Co. LLC v H.H. SayyidaBulhaina Bint Taimur Al Said – Acting as a Co-Arbitrator in a construction dispute.

Travel Pont LLC v Professional Incentives Ltd – Acting as Co- Arbitrator in a commercial dispute of Travel Point LLC

MANAGEMENT

Co-Managing Partner of Dentons & Co., Oman since 1 May 2016 until to date.

Restructured the Dispute Resolution and Oman Law Department of Dentons into a local vehicle under the name of S&A Law Firm, and successfully managed a team of 10 experienced lawyers of different nationalities.

A member in the Regional Management Group of Dentons & Co., in the Middle East.