PRIMECASE - Hamad Al Rahma Advocates and Legal Consultant

Firm Overview

Founding & Managing Partner: Mohammad Alshraideh

Co-Founding Partner, Head of Disputes: Salah Gaballa

Co-Founding Partner, Head of Corp. & Arb.: Dr Mohammed Zaidan

Partner: Mohammad El Ghul

• Number of partners: 4
• Number other fee-earners: 27
• International Offices: Dubai, Amman and Cairo

Primecase, a prominent law firm in the UAE, stands out for its exceptional expertise in corporate and dispute resolution. Our firm, known for its strategic approach and deep understanding of the regional legal landscape, has gained recognition for consistently delivering favorable outcomes for clients. With recent expansions, we've added highly skilled litigators, enhancing our capability to handle complex legal challenges. We've also broadened our services to include specialized arbitration, catering to diverse legal needs. Our growth is further highlighted by key client acquisitions and notable panel appointments, like our role as legal advisors for the Emirates Hospital Group bankruptcy case. Emphasizing client-focused efficiency, Primecase implements cost-saving initiatives by integrating advanced technology and optimizing processes. We are delighted that we have been recognized in 2022 on the “Firm to watch” tier last year as well as in 2023 as “Leading Firm” under Tier 3, and in Chambers & Partners 2024.

Main Areas of Practice:

DISPUTE RESOLUTION

• Number of Partners: 4
• Number of fee earners: 15
• Deal Outline:

In a significant Case, our firm, successfully represented its client in a high-stakes commercial dispute in Abu Dhabi. The case involved a claim for a staggering AED 229,000,000, making it a landmark in terms of financial magnitude. Our client was part of a larger insolvency case, which was intricately tied to a court-approved restructuring plan totaling over AED 25 billion. The case's importance transcended its monetary value; it had profound implications for the legal precedent in insolvency and restructuring within the UAE. Our strategic legal interventions and comprehensive understanding of civil procedures led to the dismissal of the contention against our client. This outcome not only affirmed our legal prowess but also crucially protected the integrity of a major restructuring plan, thereby preserving the financial stability and legal framework of corporate insolvency in the region.

• Team's Role

In compliance with the prevailing practices in the UAE judiciary in bankruptcy cases, it is customary to request a stay of judicial proceedings until the completion of bankruptcy or restructuring procedures. Upon examining and reviewing our client's position under bankruptcy law, we observed and strategically deemed it more advantageous not to follow the 2 of 2 conventional route. Instead, we decided to request the court to adjudicate the matter directly in order to alleviate our client's substantial financial burdens. This approach constituted a precedent in Emirati jurisprudence for two reasons: The adversary had not previously submitted any claims to the restructuring committee, and the legally prescribed deadlines had expired. The adversary did not observe the legal deadlines in filing their lawsuit, thus presenting us with an opportunity to proceed with the case. As a result, a judgment was issued in favor of our client, leading to the dismissal of the lawsuit filed by the adversary. Consequently, the adversary was not entitled to renew their claim against our client for the amounts involved in the lawsuit, totaling 296 million Dirhams. This outcome preserved the status of the restructuring plan, including the agreed-upon distribution shares to creditors. Had the adversary won the case, it could have potentially led to the failure of the restructuring plan valued at over 30 billion Dirhams. This, in turn, could have resulted in the bankruptcy of significant and leading economic entities in the Emirates, adversely affecting the UAE economy.

• The partners involved in this work: Mohammad AlShraideh and Salah Gaballa
• Outcomes

This approach constituted a precedent in Emirati jurisprudence for two reasons: The adversary had not previously submitted any claims to the restructuring committee, and the legally prescribed deadlines had expired. The adversary did not observe the legal deadlines in filing their lawsuit, thus presenting us with an opportunity to proceed with the case. As a result, a judgment was issued in favor of our client, leading to the dismissal of the lawsuit filed by the adversary. Consequently, the adversary was not entitled to renew their claim against our client for the amounts involved in the lawsuit, totaling 296 million Dirhams. This outcome preserved the status of the restructuring plan, including the agreed-upon distribution shares to creditors. Had the adversary won the case, it could have potentially led to the failure of the restructuring plan valued at over 30 billion Dirhams. This, in turn, could have resulted in the bankruptcy of significant and leading economic entities in the Emirates, adversely affecting the Emirati economy.

ARBITRATION

Number of Partners: 2

Number of fee earners: 3

Deal Outline:

Advised and represented our client DUBAI EXPO 2020 LLC-SO – (Claimant) against ABU DHABI COMMERCIAL BANK PJSC – (Defendant) in arbitration claim according to LCIA/DIFC arbitration center then representing the award/creditor before the DIFC courts seeking recognition and enforcement of a DIFC-LCIA Arbitral Award issued in favour of the Claimant. Our client has won the case against ADCB as the court ruled that the existing development agreement dated 20 April 2004 along with its amendments, terms and conditions are deemed valid and enforced, and dismissed the counter claim that was filed against our Client.

• Team's Role

DUBAI EXPO 2020 LLC-SO – (Claimant) • ABU DHABI COMMERCIAL BANK PJSC – (Defendant) We have initiated legal proceedings before the DIFC courts seeking recognition and enforcement of a DIFC-LCIA Arbitral 2 of 2 Award issued in favour of the Claimant, who was the Respondent in the arbitration claim. The Defendant has raised a jurisdictional objection, contending that the Dubai International Arbitration Centre (“DIAC”) is not the appropriate institution to administer the case. In response, we have provided a comprehensive reply citing Decree No. (34) of 2021, which expressly abolishes the DIFC-LCIA Arbitration Centre and mandates that all ongoing cases be administered by DIAC.

• Outcomes

The Court has decided in our favor, explicitly ruling that “The Award shall be recognized as binding within the DIFC and shall be enforced in the same manner as a judgment or order of the DIFC Courts”. The Defendant shall pay the Claimant the sums set out in the demands being AED 160,722,046 and 4% interest. In addtion, the Defendant shall pay the arbitration costs AED 1,746,806.25 plus simple interest 1%

CORPORATE

Number of Partners: 2

Number of fee earners: 3

• Deal Outline

Ellington Properties (the Company) is a Dubai-based real estate development company that focuses on the development of luxury residential, commercial, and mixed-use properties. The company has developed a number of high-profile projects in Dubai and other parts of the United Arab Emirates. PrimeCase has been engaged to restructure the Company around two objectives. First, ensuring effective and efficient tax (Federal and VAT) compliance (the Tax Directive). Second, protecting Joseph Thomas (the Target), the 49% shareholder in the Company and the ultimate de facto beneficiary (the Liability Directive) of the Company’s profits.

• Team's Role

The scope of our team's role includes both directives. This memo will be divided into 3 main Sections: o Section 1: Examination of the Documents Provided the Company, and Analysis of the Data for a More Detailed Evaluation of the Company. o Section 2: Discussion and Risk assessment of the Current Corporate Structure in the context of the Two Directives. o Section 3: Proposal for a new structure, aiming for a more streamlined and efficient compliance and ensuring maximum 2 of 2 liability protection for the Target. The report on the restructuring project will be divided into two distinct Parts in order to more effectively address the various components of the project. The first Part entitled "Structural Aspect of the Restructuring" will delve into the specifics of the changes being made to the structure of the organization. This will include an examination of the reasons behind the restructuring, as well as an overview of the specific structural changes that will be implemented. The second Part of the report, titled "Operational Aspect of the Restructuring," will focus on the operational aspects of the project. This will include an analysis of the impact of the restructuring on the organization's daily operations, as well as a review of any new processes or procedures that will be put in place as a result of the restructuring.

• Outcomes

Proposed Corporate Structure Advantages Current Structure's Limitations: The existing corporate structure of the Target is overly complex and exposes it to various liability risks. Its intricate nature complicates management and regulatory compliance, leading to increased costs for the Target. Benefits of the New Structure: The suggested structure is streamlined and efficient, offering enhanced liability protection against disputes, tax, and management liabilities.

Two-Layer System Implementation:

Lower Layer: Comprising consolidated Target subsidiaries managed as a single entity, simplifying operations and reducing regulatory compliance burdens.

Upper Layer: Involves holding the Target’s shareholding in the lower layer through three Jebel Ali incorporated companies, further bolstering liability protection and leveraging Free Zone Operation advantages. Redefining the Profit Centre: Under the new structure, Ellington Properties shifts from being the central profit center to a tool for executing development agreements. The primary profit center becomes the Holding Company in Layer 1.

• Summary of Objectives:

Operational Simplification: Consolidation of wholly owned Target subsidiaries into a single entity for streamlined management and reduced regulatory compliance. Tax Optimization: By consolidating the subsidiaries' tax returns into a single entity, the Target can enhance tax planning and minimize overall tax liability. Enhanced Liability Protection: Consolidation into a single entity and holding the Target’s shareholding through Jebel Ali companies significantly lowers liability risks.

International Work:

We are thrilled to announce a significant achievement in our role as the legal representees to the Trustees Panel appointed by the Abu Dhabi Commercial Court - Bankruptcy Department (“Bankruptcy Court”) in Bankruptcy Proceedings No. 07/2021.

At Primecase, we have provided crucial guidance to the Trustees regarding the essential recognition of the Restructuring Plan (“RP”) approved by the Bankruptcy Court. In a remarkable demonstration of international cooperation and legal expertise, we have worked closely with our esteemed counterparts at PCB Bryne LLP (“PCB”) in the UK who served as the lead counsel.

Together, we meticulously prepared and filed a recognition application before the UK competent Court to duly recognize the RP. This collaborative effort between Primecase, as UAE local counsel, leveraging our extensive expertise in UAE Bankruptcy Law, and PCB, serving as lead counsel on the ground, ensured the submission of comprehensive documentation and memoranda.

We are delighted to announce that Primecase and PCB’s efforts have yielded results, with the UK Courts issuing a groundbreaking judgment, recognizing the RP within UK jurisdiction. This pivotal decision not only imposes a stay on all proceedings against the debtors within the UK Courts but also safeguards the execution of their assets located within the UK, thereby protecting the interests of all creditors involved.

This judgment sets a significant legal precedent in the UK, marking the inaugural instance of the UK Courts recognizing a restructuring plan within the framework of bankruptcy proceedings. It underscores the efficacy of international collaboration and reaffirms our unwavering commitment to delivering superior legal outcomes for our clients.

The Primecase team was led by Mohammad Alshraideh (Founding and Managing Partner) and Mohammed Zaidan (Co-Founding Partner – Head of Corporate and Arbitration), as well as Salem Rawabdeh (Associate). PCB team was led by Trevor Mascarenhas (Partner), David Johnson (Senior Associate), and Eamon Khorsheed (Associate) (all pictured left to right)

Read the full article >> https://globalrestructuringreview.com/article/kbbo-shareholders-personal-bankruptcies-recognised-in-uk

Practice Areas:

• REGULATORY AND COMPLIANCE

• DIFC COURTS

• MEDIA AND ENTERTAINMENT

• EMPLOYMENT AND HUMAN RESOURCES

• HOSPITALITY AND LEISURE

• INVESTMENT AND WEALTH MANAGEMENT

• GLOBAL TRADE AND TRANSPORTATION

• FINANCIAL SERVICES
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• FINANCIAL TRANSACTIONS

• DISPUTE RESOLUTION

• CORPORATE AND COMMERCIAL

• RISK MANAGEMENT

• STRATEGIC TRANSFORMATION

Offices:

Dubai

Amman

London

Riyadh

Cairo