In Africa & Middle East, we brought all our skills and we are capable to assist on a vast range of practice areas, especially corporate, M&A, project finance, international taxation and transfer pricing, international arbitration, construction and anticorruption.
We cover all key industrial sectors in Africa & Middle East, building on the synergies and skills of our focus teams. We are on hand to lead you through arbitrations, compliance programmes, and anti-corruption policies. And for those considering setting up business in the continent, we are at the ready to guide you through the maze of legal and tax regulations and identify the best structure for your business from a legal and tax standpoint.
If you are an African & Middle East company, you can rely on us for high added-value legal services in all these areas.
Particularly from our Dubai office, the sectors we identified as those which we have such an experience that could be of interest and relevance in Dubai and in the region, are: private equity, healthcare and life science, construction and engineering, private clients, oil and gas infrastructure, insurance and shipping. In these sectors, we aim to assist international clients involved in deals that are subject to the laws of the jurisdictions in which we are present.
CORPORATE and M&A
Africa is experiencing a steep and constant increase in M&A levels: from 2009 seeing only 86 M&A deals involving Africa targets, to 2017 seeing 249 – with the vast majority being international deals. International private equity firms continue to go from strength to strength in Africa evidence by the total deals value of $4.4 bn in 2017 versus $3.8 bn in 2016.
The Middle East region is increasingly becoming an easier place to do business, an easier place for foreign direct investment, and a more attractive destination to invest. The value of mergers and acquisitions with Middle Eastern involvement reached $88.3 billion in 2017, in line with 2016 levels, according to the latest reports. The value of inbound cross-regional deals targeting the Middle East increased significantly by 194% to US$1.9 billion in Q4 2017 from US$630 million in the previous quarter. By value, outbound cross-regional deals from the Middle East increased by 52% in Q4 2017 to US$2.3 billion compared to US$1.5 billion from the previous quarter.
Against this background, foreign businesses need the support of lawyers with remarkable experience in large and complex cross-border deals. Our multidisciplinary, international team are experts in managing, in close collaboration with decision makers and financial advisors, the structuring and execution of complicated, high stake cross-border deals involving African countries – particularly those that require sophisticated legal planning and outstanding legal judgment. In the ever-evolving world of M&A, we continue to make a real contribution to the success of each deal. Our ability to come up with groundbreaking solutions and deliver optimum results is renowned – some of the most innovative structures conceived by our lawyers have become market standards.
We are your reference law firm whether you are a business looking to expand in Africa & Middle East or an African & Middle East business looking to expand in Europe. In particular, also thanks to the ten-year experience of TLA’s professionals in the region, we strengthened our capabilities to assist companies on mergers, acquisitions and divestitures across all negotiated and non-negotiated acquisition methods, including private M&A, tender offers, roll-up transactions, management buyouts, partnerships and leveraged acquisitions in the whole Middle East and Africa. In particular, TLA is unrivalled on M&A and corporate matters, public and private stock and asset sales, mergers, and other combinations, private equity and investment companies’ formation, as well as on the deployment of their funds through investments and subsequent exits in various industries and sectors throughout the GCC, Levant, and Africa, and on joint venture structures involving entities located throughout the region and across various industries and sectors.
Over the last decade, we have seen international arbitration in Africa & Middle East flourish, with numerous regional arbitration centres opening and new national arbitration laws being introduced. But of all African countries, Egypt boasts the largest number of bilateral investment treaties – more than 100 – and hosts the most arbitrations, in large part administered at the well-known Cairo Arbitration Centre. We have assisted on arbitrations involving the domestic laws of 50 different countries. With specific regard to Africa, these include Algeria, Burkina Faso, Congo, Egypt, Ethiopia, Guinea, Lesotho, Mali, Malawi, Morocco, Nigeria, Senegal, Sudan, Tanzania, Tunisia, and Uganda.
In addition to the Cairo Arbitration Centre, another leading centre in the area is the Dubai International Arbitration Centre, which is the reference point for arbitrations in the Gulf area.
We are also well-versed in working on international arbitrations in a range of languages (e.g., English, French, and Spanish) under various rules (e.g., ICC, LCIA, ICSID, SCC, CRCICA, and DIAC), national laws and legal systems, in Africa, America, Europe and the Far and Middle East.
As counsel, our arbitration experts have assisted on 20 international arbitrations that did not involve Italy or Italian law – for both international companies and consortiums. As arbitrator, our team members have arbitrated more than 50 international disputes.
Whether you are an international investor, an African or Middle East business, we are your reference law firm in Africa & Middle East, especially in Egypt, Ethiopia, United Arab Emirates and Lebanon.
It is common knowledge that taxation is a vital source of funding for African governments to feed development and growth. African countries are now more focused on setting up tax systems that reflect the highest international standards to ensure effectiveness, accountability and transparency.
Against this backdrop, it is key for multinationals and international investors to examine tax matters with a fine tooth-comb to ensure no stone is left unturned when it comes to exploiting opportunities and minimising tax risks without infringing local regulations.
We have a unique expertise in all areas of international taxation. Our high reputation is built on the advice and guidance we have given, and continue to give, to Italian and international clients, concerning corporate tax, international taxation and transfer pricing.
In Africa & Middle East we offer support in the following areas:
- Structuring cross border investments
- Advising in restructuring and acquisition transactions
- Advising on complex issues of international tax, including tax planning for multinational groups with presence in Africa or with a regional hub in Dubai
- Advising on transfer pricing with regard to the following issues:
- Setting up group transfer pricing policies
- Business restructurings
- APAs and mutual agreement procedures under the existing double taxation conventions
- Tax audits and litigation
- Compliance (with specific reference to the local laws and regulations)
If you are a corporation or an investor with branches in Africa and Middle East, we are your reference law firm to structure your tax business in the most efficient way, thanks to our renowned expertise and our fully-fledged team of international tax specialists supported by our partners in Egypt, Ethiopia and United Arab Emirates for local legal aspects.
Infrastructure and energy projects are widely recognised as the key drivers of the socio-economic development in Africa and Middle East. This is particularly true for Egypt, where the vast majority of the $ 150 bn of foreign investment planned is focused on these sectors. Indeed, Egypt is working to create a more balanced diversification of its energy mix (renewables, gas and coal) and capitalise on its strategic location as a gateway between Africa, Europe and Asia. The country is also taking great strides to improve its port, road and railway infrastructure.
Our firm is well positioned to support investors keen to capture investment opportunities in this area. We have a strong understanding of the industries and business models, thanks to our years of experience in the sectors: power generation and transmission, oil and gas, renewable energy (photovoltaic, wind, biomasses, geothermic) and infrastructure (roads and highways, hospitals, railways). We are your reference law firm in Africa, especially in Egypt, where we can combine our expertise with that of our colleagues and partners in Bahaa-Eldin Law Office where local and international expertise will cooperate to provide first class legal services across Africa and the Middle East. The members of our Energy & Infrastructure Focus Team have won praise for their technical ability and their commercial approach. Indeed, our project finance experts offer a comprehensive service to banks, funds, ECAs, sponsors, contractors and sub-contractors: advice on project structures, development of procurement strategy, legal due diligence investigation, analysis and allocation of risks and review of the bankability of project and finance agreements. We can also leverage a rich blend of specialist skills and commercial perspectives from our “Best Friends” network of law firms for operations involving European investors or requiring common law competencies. This friendship allows us to create cost-efficient cross-jurisdictional teams who are highly skilled at guiding clients through the complexities of large ‘multi-border’ projects. If you are an investor or a developer/constructor, we are your reference law firm for energy and infrastructure projects financed on a project finance or export finance basis, for which we combine our recognised leadership in Europe with the local law expertise of our local partners.
We are your reference law firm in Africa, especially in Egypt, where we can combine our expertise with that of our colleagues and partners in Bahaa-Eldin Law Office where local and international expertise will cooperate to provide first class legal services across Africa and the Middle East.
According to the latest reports, the total value of the construction sector market in Africa is about $300 bn, with an increase in terms of number of projects of 5.9% in 2017 compared to the 2016. Similarly to 2016, in the 2017 most of projects were related to the transport sector 36% (roads, railways), followed by real estate 22.4%, and energy 19.1% (photovoltaic plants).
In 2017, the construction sector in the GCC recorded a 30% increase in the value of projects, rising from $100 bn in 2016 to $130 bn in 2017. The governments of the region are the main drivers of these projects, mainly in the fields of real estate, energy and airports.
Our Construction & Engineering team is unmatched in its knowledge of the sector, developed over decades of assisting major players in the infrastructure, oil, chemical and energy sectors in Italy and throughout the rest of the world, especially in Africa and the Middle East.
We guarantee our clients comprehensive, coordinated assistance with contracts, project financing, tenders, claims during work in progress and dispute management.
We represent Italian and international clients prepare and negotiate contracts for projects in Africa and the Middle East for major infrastructure works, industrial facilities and public and private construction (e.g., schools, hotels, hospitals and shopping centres). Our professionals have experience in the use of the various techniques and forms of contract for major international tenders and project financing.
Our firm is unique also in terms of our experience assisting employers and contractors in the construction stage, the handling of claims and the resolution of disputes. Our team includes leading experts on arbitration with vast experience in managing disputes connected to tender contracts and in acting as counsel in international arbitration cases concerning major works. A number of our partners are frequently appointed arbitrators in domestic and international arbitration concerning tender contracts.
Our team is a multidisciplinary group of professionals from different legal backgrounds, who guarantee our clients high-calibre advisory in the following areas of law:
- contract law
- administrative law
- banking & finance law
- disputes & arbitration
- environmental law
Creating a simple, efficient and modern compliance programme is clearly a must for companies investing abroad, especially in high-growth areas such as Africa & Middle East, which is characterised by cash-based economies, by challenges in obtaining licences and authorisations, and by the need to establish joint ventures with local players. Indeed, studies suggest that the continent loses an estimated $50 bn annually due to illicit financial flows – in the form of both tax fraud and money laundering. We offer a comprehensive range of services in the fields of business ethics and anti-corruption – all tailored to the specific requirements and nature of your business:
- Review: we can carry out a detailed review of your compliance programme and offer recommendations to enhance it based on the applicable regulations and international best practices
- Global compliance programme: we can draft a programme tailored to ensure that global-wide business ethics and anti-corruption policies:
- comply with the applicable regulations
- meet best practice standards
- support the business objectives by facilitating the adoption of legally and ethically correct forms of conduct throughout the business
- provide management with effective supervisory and monitoring instruments
- Opinion: we can provide an opinion concerning any aspect of your programme that you have concerns about
- Monitoring: we can monitor employees’ knowledge of the programme and its implementation
- Code of ethics: we can review your existing code of ethics or draft a new one from scratch – based on the latest applicable international best practices
- Training: we can run training programmes for your employees, for top management, and for your own trainers
Whatever your business interest in Africa & Middle East our ethics & corporate compliance and white-collar criminal law teams, joining forces with our local partners for African & Middle East law aspects, are on hand to keep your business in the continent ‘on the straight and narrow’.