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“38 Years of Legal Experience”
Our firm has been providing a range of comprehensive legal services to clients in Jordan and the Middle East for over 38 years.
Areas of Practice
Corporate and Commercial
Our corporate team provides general legal advice to our clients covering (among other fields): day-to-day legal advice, drafting and negotiating agreements, rendering legal assessments and opinions, compulsory company filings and disclosures, advice on government / quasi-governmental policies and directives, agency and distribution, licensing, leasing, franchising, procurement and services, insurance, taxation, intellectual property and transfer of knowledge arrangements, services related to labor law, and corporate disputes and pre-litigation advice.
In addition to providing general legal corporate advice, our practice covers re-organizations (including family business restructurings), transformations, acquisitions, joint ventures, and undertaking legal due diligence on a number of targets engaged in various fields. The firm offers its clients ongoing legal advice; we continuously draft and negotiate legal documents and agreements in all industry sectors to cater for our clients’ needs and their new ventures.
Banking and Finance
The firm has long rendered consultancy services and legal representation to a number of national and foreign banks. We advise on all aspects of banking laws, central bank regulations and directives, instructions, governance, compliance, project and corporate financing, underwriting and syndication loans, commercial loans, financial instruments, guarantees, and letters of credit.
Currently, we have been providing continuous legal counsel and support to a Jordanian bank for over thirty years on an annual contractual basis and are supervising the work of its internal legal department consisting of seven lawyers. We have represented the bank in various financing projects, including joint loan agreements and project financing, in various sectors such as energy, construction, industry, and tourism.
Recently, we have successfully negotiated several development contracts granted for the purpose of providing loans to specific groups, such as women entrepreneurs, small and medium-sized enterprises, and those affected by the COVID pandemic. These contracts had a total value of around 200 million USD and were granted by international lending institutions (IFIs) such as the European Investment Bank (EIB), the European Bank for Reconstruction and Development (EBRD), and the Netherlands Development Finance Company (FMO).
Litigation and Arbitration
Our commercial dispute team handles court cases and proceedings throughout their various stages before Jordanian Courts. The team handles commercial contracts litigation, shareholders disputes, property disputes, insurance claims, financial claims, employment claims, trade disputes and construction claims.
As part of our arbitration practice, our office has acted, and is currently representing claimants and defendants in several domestic and international arbitration proceedings.
Start-ups, Mergers, Joint Ventures and Acquisitions
We have a well-rounded experience and frequently participate in advising on matters relating to joint ventures and start-ups, acquisitions (representing both buyers and sellers). We have been retained in the past and completed due diligence reports in relation to acquisitions and mergers and have drafted legal documents related thereto, negotiated and supervised the execution thereof. Past acquisitions and joint ventures deals were undertaken in the following sectors: integrated logistics, real estate, paper manufacturing, banking, energy, power plants, tourism, telecommunications, transportation, industry and services sector.
Non-Profit Associations, Institutions, and Companies
Our team has extensive experience in providing consultations related to the registration and ongoing affairs of non-profit associations, institutions, and companies. This includes offering daily legal advice, advising on staff and projects in light of the regulations and guidelines governing these entities, liaising with relevant authorities for the issuance and monitoring of necessary approvals and licenses (for registration, project establishment, fundraising, accepting foreign funding and donations), drafting fundraising and grant contracts and agreements tailored to the nature of their work, preparing and amending internal regulations, including fundraising guidelines. We also act as agents for several non-profit associations, institutions, and companies, both locally and internationally.
Construction and Projects
Rabah & Sharaiha was retained to provide advice on numerous construction projects and other projects and is currently advising clients engaged in construction works in various sectors including civil construction, power, transportation, cement production, steel manufacturing, infrastructure projects, and transportation projects. We have provided legal advice (including claims preparation) to various entities involved in construction disputes. Our Construction law practice provides legal services that include:
- Rendering advice on tender documents.
- Drafting and negotiating all forms of project related contracts including: Civil, electro-mechanical construction and maintenance contracts, contracts based on industry standard forms, power plants contracts, alliance and PPP contracts and operation agreements.
- Developing strategies for dispute avoidance and risk management.
- Following dispute resolution proceedings.
We have participated and represented various clients in various projects in the field of construction of cement, steel, bitumen, refining and other plants.
Energy Projects
In the past years we have acquired particular experience in advising clients involved in the energy generation sector in projects totaling approximately three billion US dollars (3 Billion USD). Rabah & Sharaiha has negotiated and concluded on behalf of its clients numerous multimillion-dollar equipment purchase agreements, long term supply and services contracts, power purchase agreements, interconnection agreements and other documents relevant to the energy sector. We have rendered legal advice in respect of the construction and ongoing operations of three power plants projects (on a B.O.O basis) with a total generation capacity of MW 4,500 (Kurdistan Iraq).
We have also participated in 2014 on behalf of a client in negotiations of a Power Purchase Contract for a new MW 3,000 combined cycle power plant and have also represented such client in negotiating other agreements relating to the construction of the project.
Additionally, we have represented a client who has participated in a tender in Jordan in respect of the construction and operation of a windfarm and have advised the client on the agreements relating to the project. We have also worked on numerous solar projects in Jordan.
We concluded in 2015 a due diligence exercise and provided legal advice to a purchaser of an oil share fired facility and extraction mine. We have also represented a number of clients in the past two years who have tendered for renewable solar energy projects.
Employment
We specialize in a wide range of employment legal issues, and provide advice on all aspects of labor laws, including those pertaining to the development of internal employment bylaws, addendums and their submission to the Ministry of Labor, where we guide our clients through the necessary procedures until final approval is obtained. We also conduct thorough reviews of employment contracts and prepare all documentation related to employees. Furthermore, our experience extends to formulating and setting upon employment related legal structures such as benefit schemes, grant of rights, vesting schemes, and the setting up of financing and lending arrangement between the employer and employee. We also handle and represent our clients in labor disputes and court cases before all levels of Jordanian courts.
Governance
Rabah and Sharaiha has extensive experience in providing governance-related legal services, to ensure that entities are properly governed from the top down, in a way that is beneficial to the entity whilst compliant with the applicable laws and regulations. These legal services include:
- Drafting and regularly reviewing core governance policies and procedures including conflict of interest, whistleblowing, financial management, code of conduct and human resource policies.
- Drafting and regularly reviewing operational policies including data privacy and terms of use.
- Advising clients on the creation, composition, and mandates of board committees to handle specific governance functions; guiding them on the proper procedures for voting, quorum requirements, and other procedural aspects of decision-making and formulating policies that govern these matters.
- Advising clients on the appropriateness of their existing or potential corporate structure and their adherence to the existing laws and regulations.
- Handling internal and external governance disputes through mediating between board members, management or stakeholders; and through legal representation in court cases relating to governance disputes.
Updating clients on any new regulations pertaining to the governance their entities and assisting them in complying with them promptly.